UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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):  July 30, 2008

IAC/INTERACTIVECORP

(Exact name of registrant as specified in charter)

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

(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))

Item 2.02   Results of Operations and Financial Condition.

Item 7.01   Regulation FD Disclosure.

On July 30, 2008, the Registrant issued a press release announcing its results for the quarter ended June 30, 2008.  The full text of the press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

The attached document is furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure.”

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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 hereunto duly authorized.

Date:  July 30, 2008

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EXHIBIT INDEX

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Exhibit 99.1

IAC REPORTS Q2 RESULTS

NEW YORK— July 30, 2008—IAC (Nasdaq: IACI) released second quarter 2008 results today.

SUMMARY RESULTS

$ in millions (except per share amounts)

See reconciliation of GAAP to non-GAAP measures beginning on page 13.

“We are now right around the corner from the separation of IAC into five separate companies and the dissolution of the complexity surrounding the combined structure,” said IAC’s Chairman and CEO, Barry Diller. “Besides the detailed numbers contained throughout this release, focusing on consolidated results is only about the past, and I would think it far more productive for the future to analyze and judge the entities on their own merits…as a large shareholder in each that is certainly what I intend to do.”

Information Regarding the Results:

·                  Results for New IAC include $12.6 million in expenses related to the spin-offs; excluding these expenses, Operating Income before Amortization grew 60%.

·                  The operating loss and net loss, discussed in detail on Page 7, reflect:

·                  Cornerstone goodwill and intangible asset impairment charges of $300.0 million, $262.1 million after tax.

·                  Tree.com goodwill and intangible asset impairment charges of $165.9 million, $148.9 million after tax.

·                  The net loss figure also includes a $92.7 million write-down of our investment in Arcandor AG and a $22.5 million gain related to the sale of EPI, now presented as a discontinued operation, during the quarter.

·                  The sale of our preferred investment in Points International Ltd. benefited net loss and Adjusted Net Income by $18.3 million, and GAAP EPS and Adjusted EPS by $0.07 and $0.06, respectively.

Given the pending spin-off transactions, we have presented Q2 results for the businesses which will comprise New IAC, HSN, Inc., Ticketmaster, Tree.com, Inc. and Interval Leisure Group, Inc. after the spin-offs:

Results As They Would Appear Post Spins*

* Following the spin-offs, the businesses comprising IAC will consist of those reported under New IAC on page 2. Shoebuy and ReserveAmerica have been moved to Emerging Businesses and are reflected in the results for New IAC above for all periods presented. HSN, Inc. will consist of HSN and Cornerstone, andTree.com, Inc. will include the Lending and Real Estate businesses, while Ticketmaster and Interval Leisure Group, Inc. will consist of the businesses previously comprising these segments. Additionally, New IAC numbers above include all corporate and spin-off expenses. Corporate expenses include all non-cash compensation for awards denominated in IAC shares, including amounts that are allocable to the businesses that are being spun-off.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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DISCUSSION OF FINANCIAL AND OPERATING RESULTS

NEW IAC

Media & Advertising

Media & Advertising consists of proprietary properties such as Ask.com, Fun Web Products, Citysearch and Evite and network properties which include distributed search, sponsored listings, and toolbars. Proprietary revenue grew strongly during the quarter and now represents 75% of total Media & Advertising revenue.

Media & Advertising revenue growth was driven by improved economics associated with the renewed partnership with Google, which resulted in an increase in revenue per query across all proprietary search sites. Revenue benefited further from an increase in revenue per query and queries from Fun Web Products. Revenue per query at Ask.com grew, even excluding the benefits of the renewed contract. Ask.com continued to grow its core user base which searches most frequently, while queries declined overall due largely to significantly reduced marketing. Network revenue declined as expected due to a planned discontinuation of relationships with certain network partners. At Citysearch, a growing audience drove revenue and profit growth.

Media & Advertising profit benefited from lower marketing spend at Ask.com and higher margin traffic resulting from the ongoing shift in query mix towards proprietary and away from the partner network. Operating loss for the prior year period reflects amortization of non-cash marketing of $16.3 million.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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NEW IAC – continued

Match

Revenue growth was driven by a 4% and 15% increase in international subscribers and revenue per subscriber, respectively, and 3% growth in revenue per subscriber in North America where subscribers were flat year-over-year. Chemistry.com continued to grow subscribers strongly during the quarter. Operating Income Before Amortization growth reflects lower customer acquisition costs as a percentage of revenue, due to more efficient spending. Operating income for the current period reflects amortization of non-cash marketing of $3.1 million, versus $7.2 million in the prior year period.

ServiceMagic

ServiceMagic revenue benefited from a 34% increase in customer service requests and continued improved monetization of service requests to a more active service provider network. Operating Income Before Amortization grew more slowly than revenue due primarily to increased marketing as a percentage of revenue and increased operating expenses primarily associated with the expansion of the sales force. Operating income growth reflects lower amortization of intangibles.

Emerging Businesses

Emerging Businesses include Shoebuy, ReserveAmerica, Pronto.com, Gifts.com, InstantAction.com, Connected Ventures, 23/6, VSL, RushmoreDrive.com and Life123.com. Revenue for the period primarily reflects strong growth at Pronto.com and Shoebuy. Profit declines are due primarily to the inclusion in the prior year’s results of an $8.2 million reimbursement of advances related to the restructuring of our interests in Reveille as well as increased losses associated with investment in RushmoreDrive and other start-up investments not in the year ago figures.

Corporate

Corporate expense for the period included $12.6 million in expenses related to the spin-offs.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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HSN, INC.

Revenue reflects 11% growth at HSN, partially offset by a 12% decline at Cornerstone. Online sales continued to grow at a double digit rate in the second quarter.

HSN revenue growth is the result of a 4% increase in unit shipments, and a 5% increase in average price point.  The product mix shifted towards the electronics and housewares, and health and beauty categories. Overall, HSN improved sales efficiency and increased the number and average spend of active customers. HSN’s total active customers grew 3% during the quarter. Cornerstone revenue decline reflects an 8% decrease in units shipped and a 3% decline in average price point as the business continues to be affected by the difficult retail environment, particularly in the home category.

HSN Operating Income Before Amortization growth principally reflects a 7% increase in gross profit dollars and leverage over operating expenses.  Strong revenue growth was partially offset by lower gross profit margins due to the shift in sales mix to the electronics and housewares division, higher shipping and handling costs related to sales mix and increased fuel costs. Cornerstone Operating Income Before Amortization decline reflects lower gross margins in a highly promotional retail environment, partially offset by reduced costs associated with a 26% decrease in catalog circulation.

HSN operating income reflects lower amortization of intangibles, partially offset by higher amortization of non-cash marketing, while the operating loss at Cornerstone reflects a $300 million impairment charge related to goodwill and intangible assets. The charge reflects the significant deterioration in the macro economic environment for retailers, particularly in the home and apparel categories (which are Cornerstone’s primary markets), the negative impact of this environment on Cornerstone’s performance and the related reduction in market valuations for retailers.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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TICKETMASTER

Revenue growth was driven by a 7% increase in tickets sold, with 10% higher average overall revenue per ticket. Domestic revenue increased 31% primarily due higher average revenue per ticket and higher overall volume; including ticket sales for Madonna and Wicked, and contributions from TicketsNow and Paciolan (acquired in February and January 2008, respectively). International revenue grew 30%, or 21% excluding the effects of foreign exchange, due primarily to increased revenue in Canada, China (Emma Entertainment acquired in August 2007) and Australia. Acquisitions contributed $45 million to overall revenue. Profits grew more slowly than revenue, reflecting higher administrative and technology costs associated with recent acquisitions and the build out of worldwide infrastructure, costs associated with payments to resale partners, increased international investment particularly in Germany and China, and higher overall royalty rates. Profits in the prior year period were unfavorably impacted by higher litigation related reserves. Commencing in Q3, Ticketmaster intends to take a series of actions expected to result in the significant reduction of annual operating expenses. Operating income for the current period reflects an increase in amortization of intangibles of $4.9 million and an increase in non-cash compensation of $2.8 million.

TREE.COM, INC.

Lending

Revenue declines reflect fewer loans originated and sold into the secondary market, and fewer Qualification Forms transmitted to and loans closed at the exchange. Revenue from all home loan offerings declined. Losses reflect a shift to lower margin offerings, higher costs per loan sold as a result of lower close rates and stricter underwriting criteria. Lower revenue and margins more than offset $35.9 million in lower year-over-year marketing and other operating expenses. Charges associated with restructuring initiatives aggregated $1.2 million versus $3.8 million in the year ago period. Operating loss includes a $104.9 million impairment charge related to goodwill and intangible assets, reflecting the Company’s assessment of the likely profitability of the Lending segment in light of the persistent adverse mortgage market conditions.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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TREE.COM, INC. – continued

Real Estate

Revenue declines reflect fewer closings at the builder and broker networks and the absence of revenue from the agent network business which closed in December 2007, partially offset by increased closings at the company owned brokerage. The company owned brokerage, now operating in 14 markets, grew revenue 24% during the period. Operating Income Before Amortization losses decreased due primarily to lower marketing expenses and lower administrative costs resulting in part from the restructuring of the business during 2007 and 2008. Operating loss includes a $61.0 million impairment charge related to goodwill, reflecting the Company’s assessment of the likely profitability of the Real Estate segment in light of the persistent adverse mortgage market conditions.

INTERVAL LEISURE GROUP, INC.

Revenue reflects a $9 million net year-over-year contribution from ResortQuest Hawaii, acquired on May 31, 2007. Revenue and profit growth were driven by strong transaction revenue, due to 6% growth in member transaction volume and a 4% increase in members. Profits grew at a slower rate than revenue primarily due to the inclusion of ResortQuest Hawaii, which was adversely impacted by a double digit decrease in flights to Hawaii during the period, due in part to the bankruptcy of two low cost airlines serving the region. Profits were further impacted by higher operating expenses, primarily related to the shift in timing of an industry conference from Q1 in 2007 to Q2 in 2008, additional expenses associated with becoming a public company, and increased personnel and training costs to service a new contract in advance of revenue from that contract.

As previously reported in IAC’s Q4 2007 earnings release, prior year data has been restated to reflect the correction of an error related to Interval’s deferred revenue and related costs.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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OTHER ITEMS

During Q2 2008, the Company concluded the decline in the price of its 5.5 million shares of Arcandor AG, received in connection with the sale of HSE, was other than temporary and thus recorded a $132.6 million impairment in Q2 to write down the value of that investment to €7.38 per share, the stock’s closing price on June 30, 2008, which is included in Q2 other (expense) income. In this and previous quarters, the Company has recorded income reflecting increases in the fair value of a related derivative asset which partially mitigates this non-cash loss. Q2 other (expense) income benefited from a $6.6 million gain in Q2 2008 as compared to a $1.9 million gain in Q2 2007, reflecting increases in the fair value of the derivative asset received by the Company in connection with the sale of HSE24. The fair value of this derivative increases or decreases in inverse correlation to the fair value of the underlying stock of Arcandor AG.

On June 11, 2008, IAC sold its preferred investment in Points International, Ltd. for $42.4 million resulting in a pre-tax gain of $29.1 million, which is also included in Q2 other (expense) income.

Additionally, Q2 other (expense) income included a $1.8 million loss in Q2 2008 as compared to a $2.0 million gain in Q2 2007, reflecting changes in the fair value of the derivatives that were created in the Expedia spin-off. The derivatives relate to IAC’s obligation to deliver both IAC and Expedia shares upon the conversion of the Ask Convertible Notes and the exercise of certain IAC warrants. During Q2 2008, the Ask Convertible Notes were fully converted and the related derivatives expired.

During the quarter we sold EPI for an after tax gain of $22.5 million, and accordingly results for the Entertainment segment, including the gain on sale, have been presented as discontinued operations.

The effective tax rate for continuing operations was 10% on a pre-tax loss of $494.5 million in Q2 2008. This effective tax rate was lower than the statutory rate of 35% due principally to non-deductible impairment charges related to Cornerstone, Lending and Real Estate and the establishment of a valuation allowance on deferred tax assets related to the Arcandor impairment.  The Q2 2008 effective tax rate for adjusted net income was 40% and was higher than the statutory rate of 35% due principally to state taxes and non-deductible costs related to the spin-offs, partially offset by foreign income taxed at lower rates.  The effective tax rates for continuing operations and adjusted net income in Q2 2007 were 35%. These effective tax rates benefited from foreign tax credits and lower state taxes due to items unique to the period, which offset interest on tax contingencies.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2008, IAC had approximately $1.6 billion in cash, restricted cash and marketable securities, $913.0 million in debt and, excluding $75.4 million in LendingTree Loans debt that is non-recourse to IAC, $747.2 million in pro forma net cash and marketable securities.

Following the close of the quarter and in preparation for the spin-offs, IAC secured financing for HSN, Inc., Interval Leisure Group and Ticketmaster and came to an agreement with the holders of a majority of IAC’s 7% notes. Each spinco will distribute a portion of the net proceeds raised to New IAC. After the tender for the 7% notes and immediately following the spins, New IAC is expected to have approximately $1.3 billion in net cash.

DILUTIVE SECURITIES

IAC has various tranches of dilutive securities.  The table below details these securities as well as potential dilution at various stock prices (shares in millions, rounding differences may occur).

CONFERENCE CALL

IAC will audiocast its conference call with investors and analysts discussing the Company’s Q2 financial results on Wednesday, July 30, 2008, at 11:00 a.m. Eastern Time (ET). This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor’s understanding of IAC’s business.  The live audiocast is open to the public at www.iac.com/investors.htm.

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OPERATING METRICS

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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GAAP FINANCIAL STATEMENTS

IAC CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; $ in thousands except per share amounts)

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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IAC CONSOLIDATED BALANCE SHEETS

($ in thousands)

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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IAC CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; $ in thousands)