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): October 29, 2014

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 October 29, 2014, the Registrant issued a press release announcing its results for the quarter ended September 30, 2014.  The full text of the press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

Exhibit 99.1 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.

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EXHIBIT INDEX

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Exhibit 99.1

IAC REPORTS Q3 2014 RESULTS

NEW YORK— October 29, 2014—IAC (Nasdaq: IACI) released third quarter 2014 results today.

SUMMARY RESULTS

($ in millions except per share amounts)

See reconciliations of GAAP to non-GAAP measures beginning on page 10.

·                  Consolidated revenue increased 3% year-over-year driven by solid growth at The Match Group and strong growth at Vimeo and HomeAdvisor, partially offset by a modest decline at Search & Applications.

·                  The Match Group revenue increased 12% driven by 9% growth in Dating paid subscribers to over 3.6 million globally and contributions from The Princeton Review and FriendScout24, acquired on August 1, 2014 and August 31, 2014, respectively.

·                  In the Media segment, Vimeo grew revenue over 30% and surpassed 530,000 paid subscribers.

·                  In the eCommerce segment, HomeAdvisor revenue grew 20% with domestic service requests increasing 17%.

·                  Consolidated Adjusted EBITDA declined 18% versus the prior year driven by declines at The Match Group, Search & Applications and eCommerce. Consolidated Adjusted EBITDA declined 1% versus the prior year excluding $14.3 million in net gains in Q3 2013 related to the sales of Rezbook and Newsweek and the impact of $13.1 million of acquisition-related deferred revenue write-downs for The Princeton Review, FriendScout24 and SlimWare.

·                  Net Income and Adjusted Net Income in the current period reflect a benefit of $263.9 million and $12.8 million, respectively, due to the reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009.  These benefits positively impacted GAAP Diluted EPS and Adjusted EPS by $2.97 and $0.14, respectively.

·                  IAC declared a quarterly cash dividend of $0.34 per share, payable on December 1, 2014 to IAC stockholders of record as of the close of business on November 15, 2014.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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DISCUSSION OF FINANCIAL AND OPERATING RESULTS

Search & Applications

Websites revenue decreased 3% due primarily to a decline in revenue at Ask.com, partially offset by growth at About.com and the contribution of the “Owned & Operated” website businesses of ValueClick, Inc. (acquired January 10, 2014).  Applications revenue decreased 3% due primarily to lower queries in B2B (our partnership operations), partially offset by strong query growth in B2C (our direct to consumer downloadable applications business).  Adjusted EBITDA decreased primarily due to lower revenue and the impact of the write-off of $3.7 million of deferred revenue in connection with the April 1, 2014 acquisition of SlimWare, partially offset by the contribution of the ValueClick businesses.

The Match Group

Dating revenue grew 5% due to 6% growth in North America and 3% growth in International.  The growth in Dating revenue was driven by increased paid subscribers.  Non-dating(1) revenue, which benefited from the acquisition of The Princeton Review, grew over 350%.  Adjusted EBITDA decreased 11% due to the impact of the write-off of $9.3 million of deferred revenue in connection with The Princeton Review and FriendScout24 acquisitions and higher marketing spend at Dating, partially offset by higher revenue.  Operating income increased 10% as the current year was positively impacted by a $14.3 million contingent consideration fair value adjustment.

Note 1: Includes DailyBurn, Tutor.com and The Princeton Review.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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Media

Revenue decreased 1% due principally to a decline at Electus, partially offset by strong growth at Vimeo.  The Adjusted EBITDA loss was larger than the prior year due to a $5.8 million net gain in Q3 2013 related to the sale of Newsweek and increased investment in Vimeo in the current year, partially offset by lower Electus losses.

eCommerce

Revenue increased 14% due mainly to 20% growth at HomeAdvisor.  Adjusted EBITDA declined primarily due to the prior year benefiting from an $8.4 million gain on the sale of Rezbook (July 2013).

Corporate

Corporate Adjusted EBITDA loss increased due to higher compensation costs and professional fees.  Corporate operating loss reflects an increase of $3.1 million in non-cash compensation expense due primarily to the issuance of equity awards since the prior year.

OTHER ITEMS

Interest expense increased due to the issuance of the 4.875% Senior Notes due 2018 in November 2013.

Other income, net in Q3 2013 includes an $18.0 million pre-tax gain related to the sale of certain marketable equity securities.

The Q3 2014 income tax benefit of $59.8 million from continuing operations was primarily due to an $88.2 million reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009 during Q3 2014.  The effective tax rate for Adjusted Net Income was 26% in Q3 2014, lower than the statutory rate due primarily to the $12.8 million reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009 during Q3 2014.  The effective tax rates for continuing operations and Adjusted Net Income were 28% and 29%, respectively, in Q3 2013.

The Q3 2014 income tax benefit of $175.7 million to discontinued operations was due to the reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009.  The total impact to Net Income was $263.9 million.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2014, IAC had 83.8 million common and class B common shares outstanding.  As of October 24, 2014, the Company had 8.6 million shares remaining in its stock repurchase authorization.  IAC may purchase shares over an indefinite period on the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.

As of September 30, 2014, IAC had $1.1 billion in cash and cash equivalents and marketable securities as well as $1.1 billion in long-term debt.  The Company has $300 million in unused borrowing capacity under its revolving credit facility.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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OPERATING METRICS

(a)   Websites revenue is principally composed of Ask.com, About.com, CityGrid Media, Dictionary.com, Investopedia.com, PriceRunner.com and Ask.fm.

(b)   Applications revenue includes B2C, B2B and SlimWare.

(c)    Websites page views include Ask.com, About.com, CityGrid Media, Dictionary.com, Investopedia.com and PriceRunner.com.

(d)   Applications queries include B2C and B2B.

(e)    North America includes Match.com, Chemistry, People Media, OkCupid and other dating businesses operating within the United States and Canada.

(f)      International includes all dating businesses operating outside of the United States and Canada.

(g)   Fully completed and submitted customer service requests on HomeAdvisor.

(h)   The number of times service requests are accepted by service professionals.  A service request can be transmitted to and accepted by more than one service professional.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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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 Q3 financial results on Wednesday, October 29, 2014, at 8:30 a.m. Eastern Time.  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 will be open to the public at www.iac.com/investors.htm.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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GAAP FINANCIAL STATEMENTS

IAC CONSOLIDATED STATEMENT OF OPERATIONS

($ in thousands except per share amounts)

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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IAC CONSOLIDATED BALANCE SHEET

($ in thousands)

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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IAC CONSOLIDATED STATEMENT OF CASH FLOWS

($ in thousands)

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

IAC RECONCILIATION OF OPERATING CASH FLOW FROM CONTINUING OPERATIONS TO FREE CASH FLOW

($ in millions; rounding differences may occur)

For the nine months ended September 30, 2014, consolidated Free Cash Flow decreased $4.8 million primarily due to lower Adjusted EBITDA and higher interest payments, partially offset by lower income tax payments and capital expenditures.

IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

(in thousands except per share amounts)

For Adjusted EPS purposes, the impact of RSUs on shares outstanding is based on the weighted average number of RSUs outstanding, including performance-based RSUs outstanding that the Company believes are probable of vesting.  For GAAP diluted EPS purposes, RSUs, including performance-based RSUs for which the performance criteria have been met, are included on a treasury method basis.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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IAC RECONCILIATION OF SEGMENT NON-GAAP MEASURE TO GAAP MEASURE

($ in millions; rounding differences may occur)