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):  April 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 April 30, 2008, the Registrant issued a press release announcing its results for the quarter ended March 31, 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:  April 30, 2008

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EXHIBIT INDEX

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Exhibit 99.1

IAC REPORTS Q1 RESULTS

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

SUMMARY RESULTS

$ in millions (except per share amounts)

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

“With this quarter’s results, it couldn’t be clearer that we are on the right course in separating IAC into 5 distinct public entities. Each of the businesses have their own unique opportunities – some with current challenges and others with wind at their backs,” said IAC’s Chairman and CEO, Barry Diller. “Ticketmaster grew revenue strongly and continues to invest for the future; our Retailing business struggled due to consumer pressures at Catalogs but, importantly, HSN continued to exhibit strong momentum; Interval continued its superb execution; Lending significantly narrowed its losses and posted its first quarter of sequential revenue growth in eight quarters; and, New IAC posted outstanding results with a more than doubling of profit in its Media & Advertising business.”

Overall Highlights

·            Q1 revenue growth was solid, while Operating Income Before Amortization declined modestly, reflecting the effects of a difficult macro environment on our Catalogs business, profit declines at Ticketmaster, and transaction expenses in connection with our planned spin-offs. Excluding transaction expenses, Operating Income Before Amortization grew 2% over the prior year, driven in large part by impressive growth at our Media & Advertising business.

·            Q1 Free Cash Flow was $111.6 million, up 86% over the prior year, with $148.7 million in net cash provided by operating activities.

·            As previously reported, IAC repurchased 6 million common shares at $24.25 per share on January 10, 2008.

Given the pending spin-off transactions, we thought it appropriate to present Q1 results for the businesses which will comprise IAC, HSN, Ticketmaster, LendingTree and Interval 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. Retailing (to be named HSN) will consist of HSN and Catalogs, LendingTree will include both the Lending and Real Estate businesses, while Ticketmaster and Interval will consist of the businesses previously comprising these segments. Additionally, New IAC numbers above include all corporate and spin-off expenses.

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. Both proprietary and network revenue grew during the quarter.

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 queries and revenue per query at Fun Web Products and from distributed search. Revenue and revenue per query at Ask.com grew strongly, even excluding the benefits of the renewed contract. Queries declined overall due largely to significantly reduced marketing which more than offset growth in the core user base which searches most frequently. Proprietary revenue growth outpaced that of network revenue, primarily due to higher revenue per query at proprietary sites like Ask.com and Zwinky.com.

Media & Advertising profit benefited from a reduction in the current year expense of $4.6 million resulting from the capitalization and amortization of costs related to the distribution of toolbars which began on April 1, 2007. These costs had previously been expensed as incurred. Profits benefited further from lower marketing spend at Ask.com.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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NEW IAC – continued

Match

Revenue growth was driven by an 8% and 12% increase in international subscribers and revenue per subscriber, respectively, and 6% growth in revenue per subscriber domestically where subscribers declined slightly. Operating Income Before Amortization growth reflects lower customer acquisition costs as a percentage of revenue in international markets. Domestic customer acquisition costs increased reflecting increased spending related to Chemistry.com, which continues to grow subscribers, partially offset by reductions in other domestic marketing spend. Operating income for the current period reflects amortization of non-cash marketing of $2.8 million.

ServiceMagic

ServiceMagic revenue benefited from a 12% increase in customer service requests, improved monetization of service requests and a 7% increase in the number of service providers in the network. Flat Operating Income Before Amortization reflects increased operating expenses primarily associated with the expansion of the sales force and higher customer acquisition costs, including higher offline marketing expenses, versus the prior year period. Profits were impacted further by slower growth from higher margin discretionary home repair and improvement requests, which we believe is due, in part, to the general slowdown in housing and consumer spending. Operating Income growth reflects lower amortization of intangibles.

Entertainment

Revenue was flat and a decline in Operating Income Before Amortization reflects increased professional fees and ongoing investments to increase both advertising revenue and the quality of local content throughout Entertainment’s discount and promotion product suite.

Emerging Businesses

Emerging Businesses include Shoebuy, ReserveAmerica, Pronto.com, Gifts.com, InstantAction.com and programming businesses such as Connected Ventures, 23/6, VSL and RushmoreDrive.com. Revenue for the period primarily reflects strong growth at Pronto.com and Shoebuy, while losses increased due primarily to the inclusion of InstantAction.com, RushmoreDrive.com and other start-up investments not in the year ago figures.

Corporate

Corporate expense for the period included $8.6 million in expenses related to the spin-offs.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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RETAILING (To be named HSN)

Revenue reflects 9% growth at HSN, excluding America’s Store, which ceased operations on April 3, 2007, partially offset by a 7% decline at Catalogs. Online sales continued to grow at a double digit rate in the first quarter.

HSN revenue grew 5% for the period on comparable unit shipments and a 5% increase in average price point. The increase in average price point was largely the result of increased sales in electronics. During the quarter, HSN continued to improve sales efficiency and increased the number and average spend of active customers. Catalogs revenue decline reflects a 4% decrease in units shipped and a 2% decline in average price point. The Catalogs business, which is principally comprised of home and apparel merchandise, continues to be affected by the difficult retail environment.

Operating Income Before Amortization at HSN declined 1% to $31.4 million, principally due to a shift in consumer demand and thus sales mix to electronics and cookware, which typically carry a lower margin. Profits were further negatively impacted by higher shipping and handlings costs. Catalogs Operating Income Before Amortization declined from $7.7 million in the first quarter of 2007 to a loss of $5.2 million in the current period, reflecting lower gross margins in a highly promotional retail environment, partially offset by reduced costs associated with a 15% decline in catalog circulation.

Operating income of $27.6 million at HSN for the current period reflects amortization of non-cash marketing of $3.7 million and amortization of intangibles of $0.1 million, a decrease of $1.5 million. Operating loss of $7.3 million at Catalogs for the current period reflects amortization of intangibles of $ 2.1 million, a decrease of $0.4 million.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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TICKETMASTER

Revenue growth was driven by a 3% increase in tickets sold, with 7% higher average overall revenue per ticket. Domestic revenue increased 15% primarily due to contributions from Paciolan and TicketsNow (acquired in January and February, respectively) as well as higher average revenue per ticket and slightly higher overall ticket volume, including ticket sales for Jonas Brothers, Tom Petty and Kenny Chesney. International revenue grew 16%, or 6% excluding the effects of foreign exchange, due primarily to increased revenue in Canada and Australia. Acquisitions contributed $18.4 million to Ticketmaster’s overall revenue. Profits were adversely impacted by non-recurring items benefiting the prior year and losses associated with certain acquisitions and strategic investments, particularly in Germany, China and resale initiatives. Profits were impacted further by higher expenses associated with product and technology initiatives and higher overall royalty rates. Operating income for the current period reflects an increase in amortization of intangibles and an increase in non-cash compensation.

LENDINGTREE

Lending

Revenue declined primarily due to fewer loans sold into the secondary market and fewer loans closed at the exchange. Revenue from all home loan products declined. Losses reflect a shift to lower margin products, higher costs per loan sold as a result of lower close rates and stricter underwriting criteria. Losses also reflect certain charges aggregating $3.1 million associated with legal and regulatory costs and restructuring initiatives, partially offset by lower marketing and other operating expenses.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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LENDINGTREE – continued

Real Estate

Revenue declines reflect the absence of revenue from the agent network business which closed in December 2007 and fewer closings at the builder and broker networks, partially offset by increased closings at the company owned brokerage. The company owned brokerage, now operating in 14 markets, grew revenue 38% during the period. Losses decreased due primarily to lower marketing expenses and lower administrative costs resulting in part from the restructuring of the business during 2007.

INTERVAL

Revenue reflects a $19.1 million 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 higher average fees, and a 4% increase in members. Profits grew at a slower rate than revenue primarily due to the inclusion of ResortQuest Hawaii.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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OTHER ITEMS

Q1 other income (expense) benefited from a $4.3 million gain in Q1 2008 reflecting an increase 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. Additionally, Q1 other income (expense) benefited from a $2.3 million gain in Q1 2008 as compared to a $0.3 million loss in Q1 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.

The effective tax rates for continuing operations and adjusted net income were 43% and 40% in Q1 2008, respectively. These effective tax rates were 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 Q1 2008 effective tax rate for continuing operations was further impacted by interest on tax contingencies and a write-off of a deferred tax asset related to non-cash compensation.  The effective tax rates for continuing operations and adjusted net income were 38% and 37% in Q1 2007, respectively. These effective tax rates were higher than the statutory rate of 35% due principally to state taxes and interest on tax contingencies, partially offset by foreign tax credits associated with equity income from unconsolidated affiliates.

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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LIQUIDITY AND CAPITAL RESOURCES

As previously disclosed, IAC repurchased 6 million shares during Q1 at a purchase price of $24.25 per share. IAC may purchase shares over an indefinite period of time, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price, and future outlook.

As of March 31, 2008, IAC had approximately $1.4 billion in cash, restricted cash and marketable securities, $943.4 million in debt and, excluding $78.7 million in LendingTree Loans debt that is non-recourse to IAC, $551.3 million in pro forma net cash and marketable securities.

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).

CONFERENCE CALL

IAC will audiocast its conference call with investors and analysts discussing the Company’s Q1 financial results on Wednesday, April 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.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

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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)