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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 7, 2005

IAC/InterActiveCorp
(Exact name of Registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation)

0-20570 (Commission File Number)

59-2712887 (IRS Employer Identification No.)

Registrant's telephone number, including area code:
(212) 314-7300

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On June 7, 2005, IAC/InterActiveCorp ("IAC" or the "Registrant") entered into a transaction agreement, by and among General Electric Company, National Broadcasting Company Holding, Inc., NBC Universal, Inc. ("NBCU"), USANi Sub LLC, a wholly owned subsidiary of the Registrant, New-U Studios Holding, Inc., a wholly-owned subsidiary of the Registrant, Vivendi Universal, S.A. and Universal Studios Holding III Corp. (the "Transaction Agreement").

        Pursuant to the terms of the Transaction Agreement, IAC sold its common and preferred interests in Vivendi Universal Entertainment LLLP ("VUE"), a joint venture that owns certain entertainment assets, to NBCU for approximately $3.4 billion in aggregate consideration, consisting of the following:

•

approximately $1.9 billion in cash;



•

43,181,308 shares of IAC common stock formerly held by NBCU;



•

13,430,000 shares of IAC Class B common stock formerly held by NBCU; and



•

$115 million of television advertising time that NBCU will provide through its television media outlets over a three-year period commencing October 1, 2005.

        In connection with the transaction, the parties released one another from potential claims relating to IAC's investment in VUE, and IAC and Vivendi agreed to permanently dismiss tax litigation previously pending in the Delaware courts. The transaction, which the parties simultaneously signed and closed, represents a complete exit by IAC from the VUE joint venture created in 2002 in connection with the disposition by IAC of its entertainment assets.

ITEM 2.01    COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS

        The disclosure regarding the sale by the Registrant of its common and preferred interests in VUE set forth under the caption "Item 1.01—Entry Into a Material Definitive Agreement" is incorporated herein by reference in its entirety.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(b)

Pro Forma Financial Information

        Reference in made to the disclosure regarding the sale by the Registrant of its common and preferred interests in VUE set forth above under the captions "Item 1.01—Entry Into a Material Definitive Agreement" and "Item 1.02—Completion of Acquisition or Disposition of Assets."

        The related unaudited pro forma financial information required by Article 11 of Regulation S-X, which appears in Exhibit 99.1 to this Current Report on Form 8-K, is being furnished by the Registrant pursuant to Item 9.01(b)(1).

(c)

Exhibits

99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements of IAC/InterActiveCorp and Subsidiaries

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		IAC/INTERACTIVECORP
		By:	/s/  GREGORY R. BLATT       Name: Gregory R. Blatt Title: Executive Vice President and General Counsel

Date: June 13, 2005

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01 COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURES

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Exhibit 99.1

IAC/INTERACTIVECORP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated financial statements give effect to the sale of IAC interests in VUE in accordance with Article 11 of the Securities and Exchange Commission's Regulation S-X.

        On June 7, 2005, IAC sold its 5.44% common interest and its preferred interests in Vivendi Universal Entertainment LLLP ("VUE") to NBC Universal for total consideration of approximately $3.4 billion. The consideration consists of 56.6 million IAC common and Class B common shares, which had a market value of $1.4 billion, cash of $1.865 billion and $100 million of television advertising time that will be provided by NBC Universal.

        For the purpose of these unaudited pro forma condensed consolidated financial statements, the VUE transaction is assumed to have occurred as of January 1, 2004 with respect to the unaudited pro forma condensed consolidated statements of operations and as of March 31, 2005 with respect to the unaudited pro forma condensed consolidated balance sheet.

        The unaudited pro forma condensed consolidated balance sheet as of March 31, 2005 has been derived from the unaudited historical consolidated balance sheet of IAC as of March 31, 2005. The unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2005 has been derived from the unaudited historical consolidated statement of operations of IAC for the three months ended March 31, 2005. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2004 has been derived from the audited historical consolidated statement of operations of IAC for the year ended December 31, 2004.

        The pro forma presentation of the sale of IAC's interests in VUE has been based upon preliminary estimates. The finalization of these estimates could cause material differences from the information presented.

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IAC/INTERACTIVECORP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

		IAC Condensed March 31, 2005			VUE Pro Forma Adjustments			Notes		Pro Forma Condensed March 31, 2005
		(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	1,951,465		$	1,865,000		(1	)	$	3,816,465
Marketable securities			2,169,064			—					2,169,064
Other current assets			1,954,042			33,000		(1	)		1,987,042
Total current assets			6,074,571			1,898,000					7,972,571
Property, plant and equipment, net			507,162			—					507,162
Goodwill			11,267,079			—					11,267,079
Intangible assets, net			2,301,846			—					2,301,846
Long-term investments and other non-current assets			1,646,184			(1,318,184	)	(1	)		328,000
Preferred interest exchangeable for common stock			1,428,530			(1,428,530	)	(1	)		—
TOTAL ASSETS		$	23,225,372		$	(848,714	)			$	22,376,658
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term obligations and short-term     borrowings		$	723,651		$	—				$	723,651
Other current liabilities			2,905,815			213,014		(1	)		4,148,563
						1,029,734		(2	)
Total current liabilities			3,629,466			1,242,748					4,872,214
Long-term obligations, net of current maturities			785,522			—					785,522
Other long-term liabilities			152,488			—					152,488
Deferred income taxes			2,551,620			(1,029,734	)	(2	)		1,521,886
Common stock exchangeable for preferred interest			1,428,530			(1,428,530	)	(3	)		—
Minority interest			84,486			—					84,486
SHAREHOLDERS' EQUITY
Preferred stock			131			—					131
Common stock $.01 par value			6,999			—					6,999
Class B convertible common stock $.01 par value			646			—					646
Additional paid-in capital			14,131,903			1,428,530		(3	)		15,560,433
Retained earnings			2,497,709			333,175		(1	)		2,830,884
Accumulated other comprehensive income			40,034			—					40,034
Treasury stock			(2,079,164	)		(1,394,903	)	(1	)		(3,474,067	)
Note receivable from key executive for common stock issuance			(4,998	)		—					(4,998	)
Total shareholders' equity			14,593,260			366,802					14,960,062
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	23,225,372		$	(848,714	)			$	22,376,658

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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IAC/INTERACTIVECORP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

			IAC Condensed Three Months Ended March 31, 2005			VUE Pro Forma Adjustments			Notes		Pro Forma Condensed Three Months Ended March 31, 2005
			(In thousands, except per share amounts)
Service revenue			$	1,020,395		$	—				$	1,020,395
Product sales				626,702			—					626,702
	Net revenue			1,647,097			—					1,647,097
Cost of sales-service revenue				366,526			—					366,526
Cost of sales-product sales				382,828			—					382,828
	Gross profit			897,743			—					897,743
Selling and marketing expense				339,284			—					339,284
General and administrative expense				216,066			—					216,066
Other operating expense				27,542			—					27,542
Amortization of cable distribution fees				16,726			—					16,726
Amortization of non-cash distribution and     marketing expense				432			—					432
Amortization of non-cash compensation     expense				50,529			—					50,529
Amortization of intangibles				74,376			—					74,376
Depreciation expense				45,150			—					45,150
	Operating income			127,638			—					127,638
Other income (expense):
	Interest income			54,013			(26,743	)	(4)			27,270
	Interest expense			(21,663	)		—					(21,663	)
	Equity in the loss of unconsolidated     affiliates and other			(16,246	)		21,166		(4)			4,920
Total other income (expense), net				16,104			(5,577	)				10,527
Earnings from continuing operations     before income taxes and minority     interest				143,742			(5,577	)				138,165
Income tax expense				(73,967	)		2,175		(5)			(71,792	)
Minority interest in income of     consolidated subsidiaries				(351	)		—					(351	)
Earnings from continuing operations			$	69,424		$	(3,402	)			$	66,022
Earnings per share: (6)
Basic earnings per share from continuing     operations			$	0.09							$	0.10
Diluted earnings per share from     continuing operations			$	0.09							$	0.09

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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IAC/INTERACTIVECORP AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

			IAC Condensed Year Ended December 31, 2004			VUE Pro Forma Adjustments			Notes		Pro Forma Condensed Year Ended December 31, 2004
			(In thousands, except per share amounts)
Service revenue			$	3,595,898		$	—				$	3,595,898
Product sales				2,469,151			—					2,469,151
	Net revenue			6,065,049			—					6,065,049
Cost of sales-service revenue				1,331,173			—					1,331,173
Cost of sales-product sales				1,487,618			—					1,487,618
	Gross profit			3,246,258			—					3,246,258
Selling and marketing expense				1,194,797			—					1,194,797
General and administrative expense				721,561			—					721,561
Other operating expense				89,953			—					89,953
Amortization of cable distribution fees				69,232			—					69,232
Amortization of non-cash distribution and     marketing expense				18,030			—					18,030
Amortization of non-cash compensation     expense				241,726			—					241,726
Amortization of intangibles				347,457			—					347,457
Depreciation expense				177,688			—					177,688
Goodwill impairment				184,780			—					184,780
	Operating income			201,034			—					201,034
Other income (expense):
	Interest income			191,116			(104,703	)	(4)			86,413
	Interest expense			(81,745	)		—					(81,745	)
	Equity in the income of unconsolidated     affiliates and other			41,470			(16,188	)	(4)			25,282
Total other income (expense), net				150,841			(120,891	)				29,950
Earnings from continuing operations before     income taxes and minority interest				351,875			(120,891	)				230,984
Income tax expense				(173,350	)		47,148		(5)			(126,202	)
Minority interest in income of consolidated     subsidiaries				(2,859	)		—					(2,859	)
Earnings from continuing     operations			$	175,666		$	(73,743	)			$	101,923
Earnings per share: (7)
Basic earnings per share from continuing     operations			$	0.23							$	0.14
Diluted earnings per share from continuing     operations			$	0.22							$	0.13

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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IAC/INTERACTIVECORP AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except per share amounts)

(1)

To reflect the sale of IAC's common and preferred interests in VUE for $3.4 billion in aggregate consideration consisting of $1.865 billion in cash, 56.6 million IAC shares formerly held by NBC Universal and $100 million of television advertising time that NBC Universal will provide through its media outlets over a three-year period. Based upon the closing price of IAC common stock on June 7, 2005 of $24.64, the 56.6 million IAC shares have a market value of $1.4 billion.

The estimated after-tax gain of $333.2 million has not been reflected as a pro forma adjustment in the statement of operations because it is non-recurring.

(2)

To reflect the reclassification of deferred income taxes related to IAC's interests in VUE to current income taxes payable.

(3)

To reflect the reclassification of the mezzanine equity related to the 56.6 million IAC shares formerly held by NBC Universal to additional paid-in capital.

(4)

To reflect the reversal of the interest income related to the VUE Preferred A and B interests and the equity income in 2004 and equity loss in 2005 recorded on the VUE common interest.

(5)

To reflect the income tax effect of Note (4) above at an effective rate of 39.0%.

(6)

Pro forma earnings per share for the sale of IAC's interests in VUE are computed as follows for the three months ended March 31, 2005:

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(a)

The change in basic shares outstanding is due to the return to IAC of the 56,611 IAC shares formerly held by NBC Universal.

(7)

Pro forma earnings per share for the sale of IAC's interests in VUE are computed as follows for the year ended December 31, 2004:

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(a)

The change in basic shares outstanding is due to the return to IAC of the 56,611 IAC shares formerly held by NBC Universal.

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Exhibit 99.1

IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
IAC/INTERACTIVECORP AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share amounts)