10-Q

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As filed with the Securities and Exchange Commission on May 2, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2014
Or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________

Commission File No. 0-20570

IAC/INTERACTIVECORP

(Exact name of registrant as specified in its charter)

Delaware  (State or other jurisdiction of incorporation or organization)	59-2712887 (I.R.S. Employer Identification No.)
555 West 18th Street, New York, New York 10011  (Address of registrant's principal executive offices)
(212) 314-7300 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

As of April 25, 2014, the following shares of the registrant's common stock were outstanding:

Common Stock	77,250,103
Class B Common Stock	5,789,499
Total outstanding Common Stock	83,039,602

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of April 25, 2014 was $5,042,242,808. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant.

TABLE OF CONTENTS

		Page Number
PART I
Item 1.	Consolidated Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	40
PART II
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 6.	Exhibits	42
	Signatures	43

PART I

FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

IAC/INTERACTIVECORP

CONSOLIDATED BALANCE SHEET

(Unaudited)

	March 31, 2014			December 31, 2013
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	1,003,311		$	1,100,444
Marketable securities	39,543			6,004
Accounts receivable, net of allowance of $9,523 and $8,540 respectively	241,017			207,408
Other current assets	187,205			161,530
Total current assets	1,471,076			1,475,386
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	291,111			293,964
Goodwill	1,715,601			1,675,323
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	472,237			445,336
Long-term investments	184,282			179,990
Other non-current assets	89,749			164,685
TOTAL ASSETS	$	4,224,056		$	4,234,684
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable, trade	$	67,516		$	77,653
Deferred revenue	175,897			158,206
Accrued expenses and other current liabilities	357,230			351,038
Total current liabilities	600,643			586,897
Long-term debt	1,080,000			1,080,000
Income taxes payable	420,256			416,384
Deferred income taxes	324,342			320,748
Other long-term liabilities	61,706			58,393
Redeemable noncontrolling interests	25,885			42,861
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Common stock $.001 par value; authorized 1,600,000,000 shares; issued 250,982,079 shares, and outstanding 77,168,078 and 76,404,552 shares, respectively	251			251
Class B convertible common stock $.001 par value; authorized 400,000,000 shares; issued 16,157,499 shares and outstanding 5,789,499 shares	16			16
Additional paid-in capital	11,375,124			11,562,567
Retained earnings (accumulated deficit)	3,150			(32,735		)
Accumulated other comprehensive loss	(7,697		)	(13,046		)
Treasury stock 184,182,001 and 184,945,527 shares, respectively	(9,661,350		)	(9,830,317		)
Total IAC shareholders' equity	1,709,494			1,686,736
Noncontrolling interests	1,730			42,665
Total shareholders' equity	1,711,224			1,729,401
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	4,224,056		$	4,234,684

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

3

IAC/INTERACTIVECORP

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2014			2013
	(In thousands, except per share data)
Revenue	$	740,247		$	742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	209,194			255,849
Selling and marketing expense	298,712			242,914
General and administrative expense	94,816			95,724
Product development expense	39,016			35,117
Depreciation	14,818			14,016
Amortization of intangibles	11,979			14,078
Total operating costs and expenses	668,535			657,698
Operating income	71,712			84,551
Equity in losses of unconsolidated affiliates	(1,935		)	(91		)
Interest expense	(14,064		)	(7,663		)
Other (expense) income, net	(23		)	1,658
Earnings from continuing operations before income taxes	55,690			78,455
Income tax provision	(21,385		)	(25,746		)
Earnings from continuing operations	34,305			52,709
Loss from discontinued operations, net of tax	(814		)	(944		)
Net earnings	33,491			51,765
Net loss attributable to noncontrolling interests	2,394			1,872
Net earnings attributable to IAC shareholders	$	35,885		$	53,637
Per share information attributable to IAC shareholders:
Basic earnings per share from continuing operations	$	0.44		$	0.65
Diluted earnings per share from continuing operations	$	0.42		$	0.62
Basic earnings per share	$	0.44		$	0.64
Diluted earnings per share	$	0.41		$	0.61
Dividends declared per share	$	0.24		$	0.24
Non-cash compensation expense by function:
Cost of revenue	$	(8	)	$	620
Selling and marketing expense	196			386
General and administrative expense	7,952			10,780
Product development expense	1,473			877
Total non-cash compensation expense	$	9,613		$	12,663

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

4

IAC/INTERACTIVECORP

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Net earnings	$	33,491		$	51,765
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment	5,377			(8,423		)
Change in net unrealized losses on available-for-sale securities (net of tax benefits of $573 in 2014 and $824 in 2013)	(111		)	(4,976		)
Total other comprehensive income (loss), net of tax	5,266			(13,399		)
Comprehensive income	38,757			38,366
Comprehensive loss attributable to noncontrolling interests	2,477			3,344
Comprehensive income attributable to IAC shareholders	$	41,234		$	41,710

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

5

IAC/INTERACTIVECORP

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(Unaudited)

				IAC Shareholders' Equity
							Class B Convertible Common Stock $.001 Par Value
				Common Stock $.001 Par Value
																Accumulated Other Comprehensive Loss						Total IAC Shareholders' Equity
	Redeemable Noncontrolling Interests									Additional Paid-in Capital			(Accumulated Deficit)Retained Earnings							Treasury Stock						Noncontrolling Interests			Total Shareholders' Equity
				$		Shares	$		Shares
				(In thousands)
Balance as of December 31, 2013	$	42,861		$	251	250,982	$	16	16,157	$	11,562,567		$	(32,735	)	$	(13,046	)	$	(9,830,317	)	$	1,686,736		$	42,665		$	1,729,401
Net (loss) earnings for the three months ended March 31, 2014	(2,394		)	—		—	—		—	—			35,885			—			—			35,885			—			35,885
Other comprehensive (loss) income, net of tax	(182		)	—		—	—		—	—			—			5,349			—			5,349			99			5,448
Non-cash compensation expense	—			—		—	—		—	9,596			—			—			—			9,596			17			9,613
Issuance of common stock upon exercise of stock options, vesting of restricted stock units and other, net of withholding taxes	—			—		—	—		—	(167,932		)	—			—			168,967			1,035			—			1,035
Income tax benefit related to the exercise of stock options, vesting of restricted stock units and other	—			—		—	—		—	24,145			—			—			—			24,145			—			24,145
Dividends	—			—		—	—		—	(19,494		)	—			—			—			(19,494		)	—			(19,494		)
Purchase of redeemable noncontrolling interests	(38,893		)	—		—	—		—	—			—			—			—			—			—			—
Purchase of noncontrolling interests	—			—		—	—		—	—			—			—			—			—			(50,347		)	(50,347		)
Adjustment of redeemable noncontrolling interests and noncontrolling interests to fair value	24,462			—		—	—		—	(33,758		)	—			—			—			(33,758		)	9,296			(24,462		)
Other	31			—		—	—		—	—			—			—			—			—			—			—
Balance as of March 31, 2014	$	25,885		$	251	250,982	$	16	16,157	$	11,375,124		$	3,150		$	(7,697	)	$	(9,661,350	)	$	1,709,494		$	1,730		$	1,711,224

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

6

IAC/INTERACTIVECORP

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Cash flows from operating activities attributable to continuing operations:
Net earnings	$	33,491		$	51,765
Less: loss from discontinued operations, net of tax	(814		)	(944		)
Earnings from continuing operations	34,305			52,709
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
Non-cash compensation expense	9,613			12,663
Depreciation	14,818			14,016
Amortization of intangibles	11,979			14,078
Excess tax benefits from stock-based awards	(24,203		)	(12,530		)
Deferred income taxes	3,799			(11,010		)
Equity in losses of unconsolidated affiliates	1,935			91
Acquisition-related contingent consideration fair value adjustments	(27		)	1,458
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(20,387		)	(4,635		)
Other assets	(4,100		)	(8,001		)
Accounts payable and other current liabilities	(11,655		)	(12,929		)
Income taxes payable	6,697			35,196
Deferred revenue	16,917			7,827
Other, net	3,013			3,429
Net cash provided by operating activities attributable to continuing operations	42,704			92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(77,981		)	(29,194		)
Capital expenditures	(9,721		)	(33,638		)
Proceeds from maturities and sales of marketable debt securities	—			12,500
Purchases of marketable debt securities	(32,848		)	—
Purchases of long-term investments	(7,861		)	(975		)
Other, net	(157		)	(837		)
Net cash used in investing activities attributable to continuing operations	(128,568		)	(52,144		)
Cash flows from financing activities attributable to continuing operations:
Principal payments on long-term debt	—			(15,844		)
Purchase of treasury stock	—			(88,605		)
Dividends	(20,004		)	(21,429		)
Issuance of common stock, net of withholding taxes	920			552
Excess tax benefits from stock-based awards	24,203			12,530
Purchase of noncontrolling interests	(30,000		)	—
Funds returned from escrow for Meetic tender offer	12,354			—
Other, net	(295		)	(1,101		)
Net cash used in financing activities attributable to continuing operations	(12,822		)	(113,897		)
Total cash used in continuing operations	(98,686		)	(73,679		)
Total cash (used in) provided by discontinued operations	(63		)	2,425
Effect of exchange rate changes on cash and cash equivalents	1,616			(4,966		)
Net decrease in cash and cash equivalents	(97,133		)	(76,220		)
Cash and cash equivalents at beginning of period	1,100,444			749,977
Cash and cash equivalents at end of period	$	1,003,311		$	673,757

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements

7

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

IAC is a leading media and Internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor and Vimeo. Focused on the areas of search, applications, online dating, media and eCommerce, IAC's family of websites is one of the largest in the world, with over a billion monthly visits across more than 100 countries. IAC includes its Search & Applications, The Match Group, Media and eCommerce reportable segments, as well as investments in unconsolidated affiliates.

All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp.

Change in Reportable Segments

During the first quarter of 2014, IAC realigned its reportable segments as follows:

• The Company created a new segment called "The Match Group" that includes Match, which was previously reported as its own separate segment, and DailyBurn and Tutor, which were previously in the Media and Other segments, respectively.

• The businesses within the Local segment, HomeAdvisor, Felix and, for periods prior to July 1, 2013, CityGrid Media, were moved to the eCommerce segment, formerly called the Other segment.

• There were no changes to the Search & Applications segment.

New Non-GAAP Measure

In addition, the Company introduced Adjusted EBITDA, a new non-GAAP financial measure, beginning with the first quarter of 2014. Going forward, the Company plans to regularly report Adjusted EBITDA and will no longer report Operating Income Before Amortization. We believe Adjusted EBITDA is a useful measure for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments.

Refer to Note 8 to the consolidated financial statements for the reconciliation of Adjusted EBITDA to operating income (loss) by reportable segment.

Basis of Presentation

The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2013.

8

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounting Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of marketable securities and other investments; the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recovery of definite-lived intangible assets and property and equipment; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts and revenue reserves; the fair value of acquisition-related contingent consideration; the reserves for income tax contingencies; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

Certain Risks and Concentrations

A substantial portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google"), which expires on March 31, 2016. Our services agreement requires that we comply with certain guidelines promulgated by Google. Subject to certain limitations, Google may unilaterally update its policies and guidelines, which could require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. For the three months ended March 31, 2014 and 2013, revenue earned from Google is $355.6 million and $376.1 million, respectively. This revenue is earned by the businesses comprising the Search & Applications segment. Accounts receivable related to revenue earned from Google totaled $128.0 million and $112.3 million at March 31, 2014 and December 31, 2013, respectively.

Recent Accounting Pronouncement

In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The revised guidance is effective for annual fiscal periods beginning after December 15, 2014. Early adoption is permitted. The Company is evaluating the impact the revised guidance will have on our consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2—INCOME TAXES

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or

9

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.

For the three months ended March 31, 2014, the Company recorded an income tax provision for continuing operations of $21.4 million, which represents an effective income tax rate of 38%. The effective rate for the three months ended March 31, 2014 is higher than the statutory rate of 35% due primarily to interest on reserves for income tax contingencies and state taxes, partially offset by foreign income taxed at lower rates. For the three months ended March 31, 2013, the Company recorded an income tax provision for continuing operations of $25.7 million, which represents an effective income tax rate of 33%. The effective rate for the three months endedMarch 31, 2013 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and research credits, partially offset by state taxes.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Included in the income tax provision for continuing operations and discontinued operations for the three months endedMarch 31, 2014 is a $1.6 million and a $0.8 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. Included in the income tax provision for continuing operations and discontinued operations for the three months endedMarch 31, 2013 is a $1.3 million and a $1.0 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. At March 31, 2014 and December 31, 2013, the Company has accrued $137.0 million and $133.0 million, respectively, for the payment of interest. At March 31, 2014 and December 31, 2013, the Company has accrued $5.3 million and $5.1 million, respectively, for penalties.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. Various jurisdictions are currently under examination, the most significant of which are France, California, New York and New York City for various tax years beginning with 2006. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon resolution of audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known.

On August 28, 2013, the Joint Committee of Taxation completed its review and approved the audit settlement previously agreed to with the Internal Revenue Service for the years ended December 31, 2001 through 2009. The statute of limitations for the years 2001 through 2009 expires on July 1, 2014. At March 31, 2014 and December 31, 2013, unrecognized tax benefits, including interest, are $411.8 million and $408.8 million, respectively. Unrecognized tax benefits, including interest, for the three months endedMarch 31, 2014 increased by $3.0 million due principally to interest accruals. Of the total unrecognized tax benefits at March 31, 2014, $409.4 million is included in "Income taxes payable," $2.1 million relates to deferred tax assets included in "Deferred income taxes" and $0.3 million is included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet. Included in unrecognized tax benefits at March 31, 2014 is $43.1 million relating to tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. If unrecognized tax benefits at March 31, 2014 are subsequently recognized, $124.0 million and $173.8 million, net of related deferred tax assets and interest, would reduce income tax expense for continuing operations and discontinued operations, respectively. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease within twelve months of the current reporting date. An estimate of changes in unrecognized tax benefits, while potentially significant, cannot be made.

NOTE 3—MARKETABLE SECURITIES

At March 31, 2014, current available-for-sale marketable securities are as follows:

10

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Corporate debt securities	$	33,964	$	15	$	(18	)	$	33,961
Total debt securities	33,964		15		(18		)	33,961
Equity securities	314		5,268		—			5,582
Total marketable securities	$	34,278	$	5,283	$	(18	)	$	39,543

At December 31, 2013, current available-for-sale marketable securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In thousands)
Corporate debt security	$	1,004	$	4	$	—	$	1,008
Total debt security	1,004		4		—		1,008
Equity securities	216		4,780		—		4,996
Total marketable securities	$	1,220	$	4,784	$	—	$	6,004

The net unrealized gains in the tables above are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet.

The contractual maturities of debt securities classified as current available-for-sale at March 31, 2014 are as follows:

	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	6,081	$	6,082
Due after one year through five years	27,883		27,879
Total	$	33,964	$	33,961

The following table summarizes investments in current available-for-sale marketable debt securities (4 in total at March 31, 2014) that have been in a continuous unrealized loss position for less than twelve months:

	March 31,
	2014					2013
	(In thousands)
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate debt securities	$	16,174	$	(18	)	$	—	$	—
Total	$	16,174	$	(18	)	$	—	$	—

At March 31, 2014 and 2013, there are no investments in current available-for-sale marketable securities that have been in a continuous unrealized loss position for twelve months or longer.

11

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

All of the Company’s marketable debt securities are rated investment grade. The gross unrealized losses on the marketable debt securities relate principally to changes in interest rates. Because the Company does not intend to sell any marketable debt securities and it is not more likely than not that the Company will be required to sell any marketable debt securities before recovery of their amortized cost bases, which may be maturity, the Company does not consider any of its marketable debt securities to be other-than-temporarily impaired at March 31, 2014.

The following table presents the proceeds from maturities and sales of current and non-current available-for-sale marketable securities:

	Three Months Ended March 31,
	2014		2013
	(In thousands)
Proceeds from maturities and sales of available-for-sale marketable securities	$	—	$	12,500

There were no gross realized gains or losses from the maturities and sales of available-for-sale marketable securities for the three months endedMarch 31, 2014 and 2013.

The specific-identification method is used to determine the cost of securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income into earnings.

NOTE 4—FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in determining the fair value of the asset or liability. The three levels of the fair value hierarchy are:

• Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.

• Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair value of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.

• Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

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(Unaudited)

	March 31, 2014
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	426,050	$	—	$	—		$	426,050
Commercial paper	—		184,005		—			184,005
Time deposits	—		54,623		—			54,623
Marketable securities:
Corporate debt securities	—		33,961		—			33,961
Equity securities	5,582		—		—			5,582
Long-term investments:
Auction rate security	—		—		9,150			9,150
Marketable equity security	10,218		—		—			10,218
Total	$	441,850	$	272,589	$	9,150		$	723,589
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(48,758	)	$	(48,758	)

	December 31, 2013
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	698,307	$	—	$	—		$	698,307
Commercial paper	—		12,000		—			12,000
Time deposits	—		32,325		—			32,325
Marketable securities:
Corporate debt security	—		1,008		—			1,008
Equity securities	4,996		—		—			4,996
Long-term investments:
Auction rate security	—		—		8,920			8,920
Marketable equity securities	11,711		—		—			11,711
Total	$	715,014	$	45,333	$	8,920		$	769,267
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(45,828	)	$	(45,828	)

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(Unaudited)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended March 31,
	2014					2013
	Auction Rate Security		Contingent Consideration Arrangements			Auction Rate Security		Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	8,920	$	(45,828	)	$	8,100	$	(1,909	)
Total net gains (losses):
Included in earnings (unrealized)	—		27			—		(1,458		)
Included in other comprehensive income (loss)	230		(363		)	480		—
Fair value at date of acquisition	—		(2,835		)	—		(41,387		)
Settlements	—		241			—		177
Balance at March 31	$	9,150	$	(48,758	)	$	8,580	$	(44,577	)

Auction rate security

The Company's auction rate security is valued by discounting the estimated future cash flow streams of the security over the life of the security. Credit spreads and other risk factors are also considered in establishing fair value. The cost basis of the auction rate security is $10.0 million, with gross unrealized losses of $0.9 million and $1.1 million at March 31, 2014 and December 31, 2013, respectively. The unrealized losses are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. At March 31, 2014, the auction rate security is rated A-/WR and matures in 2035. The Company does not consider the auction rate security to be other-than-temporarily impaired at March 31, 2014, due to its high credit rating and because the Company does not intend to sell this security, and it is not more likely than not that the Company will be required to sell this security, before the recovery of its amortized cost basis, which may be maturity.

Contingent Consideration Arrangements

As of March 31, 2014, there are five contingent consideration arrangements related to recent business acquisitions. Four of the contingent consideration arrangements have limits as to the maximum amount that can be paid; the maximum contingent payments related to these arrangements is $138.3 million and the fair value of these four arrangements at March 31, 2014 is $47.4 million. The fair value of the one contingent consideration arrangement without a limit on the maximum amount is $1.4 million at March 31, 2014. The contingent consideration arrangements are generally based upon earnings performance and/or operating metrics. The Company primarily uses probability-weighted analyses to determine the amount of the gross liability, and, to the extent the arrangement is long-term in nature, applies a discount rate which captures the risks associated with the obligation. The amount of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements.

The most significant contingent consideration arrangement relates to the January 2013 acquisition of Massive Media, NV, which operates Twoo.com. The Twoo.com contingent consideration arrangement is payable in three annual installments beginning in 2014. The 2014, 2015 and 2016 payments are based upon 2013 EBITDA, EBITDA for 2014 and monthly active users of Twoo.com at December 31, 2014 and EBITDA for 2015 and monthly active users of Twoo.com at December 31, 2015, respectively. The aggregate amount of these payments cannot exceed €83.2 million ($114.8 million at March 31, 2014). The estimate of the fair value for the Twoo.com arrangement is based upon the Company's multi-scenario forecasts of Twoo.com's earnings for 2013, 2014 and 2015 and the number of users at December 31, 2014 and December 31, 2015, and the Company's estimate of the probability of each scenario occurring. These multi-scenario forecasts and related probability assessments were based primarily on management's internal projections and strategic plans, with limited additional consideration given to growth trends of similarly situated businesses. The fair value of this arrangement is determined using a discount rate of 15%.

The fair value of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent

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(Unaudited)

consideration arrangements each reporting period, and changes are recognized in “General and administrative expense” in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at March 31, 2014 includes a current portion of $8.0 million and non-current portion of $40.8 million, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.

Assets measured at fair value on a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity and cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Cost method investments

At March 31, 2014 and December 31, 2013, the carrying values of the Company's investments accounted for under the cost method totaled $144.8 million and $137.3 million, respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so.

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:

	March 31, 2014						December 31, 2013
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Liabilities:
Long-term debt	$	(1,080,000	)	$	(1,096,897	)	$	(1,080,000	)	$	(1,058,396	)

The fair value of long-term debt is estimated using market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity, which are Level 3 inputs.

NOTE 5—LONG-TERM DEBT

The balance of long-term debt is comprised of:

	March 31, 2014		December 31, 2013
	(In thousands)
4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commences May 30, 2014	$	500,000	$	500,000
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013	500,000		500,000
5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035; interest payable each March 1 and September 1, which commenced March 1, 2006	80,000		80,000
Total long-term debt	$	1,080,000	$	1,080,000

The 2013 and 2012 Senior Notes were issued on November 15, 2013 and December 21, 2012, respectively.

The 2013 and 2012 Senior Notes are unconditionally guaranteed by certain domestic subsidiaries, which are designated as guarantor subsidiaries. The guarantor subsidiaries are the same for the 2013 and 2012 Senior Notes. See Note 10 for guarantor and non-guarantor financial information.

The indentures governing the 2013 and 2012 Senior Notes contain identical covenants that would limit our ability to pay dividends or make other distributions and repurchase or redeem our stock in the event a default has occurred or we are not in

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(Unaudited)

compliance with the financial ratio set forth in the indenture. At March 31, 2014, there were no limitations pursuant thereto. There are additional covenants that limit our ability and the ability of our subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event we are not in compliance with the financial ratio set forth in the indenture, and (ii) incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our assets.

On December 21, 2012, the Company entered into a $300 million revolving credit facility, which expires on December 21, 2017. The annual fee to maintain the revolving credit facility is 25 basis points. At March 31, 2014 and December 31, 2013, there are no outstanding borrowings under the revolving credit facility. IAC's obligation under the revolving credit facility is unconditionally guaranteed by the same domestic subsidiaries that guarantee the 2013 and 2012 Senior Notes and is also secured by the stock of certain of our domestic and foreign subsidiaries.

NOTE 6—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive income (loss) and items reclassified out of accumulated other comprehensive income (loss) into earnings:

	Three Months Ended March 31, 2014
	Foreign Currency Translation Adjustment			Unrealized Gains On Available-For-Sale Securities		Accumulated Other Comprehensive Loss
	(In thousands)
Balance as of December 31	$	(20,352	)	$	7,306	$	(13,046	)
Other comprehensive income before reclassifications, net of tax provision of $0.6 million related to unrealized gains on available-for-sale securities	5,220			129		5,349
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net current period other comprehensive income	5,220			129		5,349
Balance as of March 31	$	(15,132	)	$	7,435	$	(7,697	)

	Three Months Ended March 31, 2013
	Foreign Currency Translation Adjustment			Unrealized Losses On Available-For-Sale Securities			Accumulated Other Comprehensive Loss
	(In thousands)
Balance as of December 31	$	(25,073	)	$	(7,096	)	$	(32,169	)
Other comprehensive loss before reclassifications, net of tax provision of $0.8 million related to unrealized gains on available-for-sale securities	(6,951		)	(4,975		)	(11,926		)
Amounts reclassified from accumulated other comprehensive loss	—			(1		)	(1		)
Net current period other comprehensive loss	(6,951		)	(4,976		)	(11,927		)
Balance as of March 31	$	(32,024	)	$	(12,072	)	$	(44,096	)

Unrealized gains and losses, net of tax, reclassified out of accumulated other comprehensive loss related to the maturities and sales of available-for-sale securities are included in "Other (expense) income, net" in the accompanying consolidated statement of operations.

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(Unaudited)

NOTE 7—EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders.

	Three Months Ended March 31,
	2014						2013
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Earnings from continuing operations	$	34,305		$	34,305		$	52,709		$	52,709
Net loss attributable to noncontrolling interests	2,394			2,394			1,872			1,872
Earnings from continuing operations attributable to IAC shareholders	36,699			36,699			54,581			54,581
Loss from discontinued operations attributable to IAC shareholders	(814		)	(814		)	(944		)	(944		)
Net earnings attributable to IAC shareholders	$	35,885		$	35,885		$	53,637		$	53,637
Denominator:
Weighted average basic shares outstanding	82,484			82,484			84,218			84,218
Dilutive securities including stock options and RSUs(a)	—			4,720			—			3,162
Denominator for earnings per share—weighted average shares(a)	82,484			87,204			84,218			87,380
Earnings (loss) per share attributable to IAC shareholders:
Earnings per share from continuing operations	$	0.44		$	0.42		$	0.65		$	0.62
Discontinued operations	—			(0.01		)	(0.01		)	(0.01		)
Earnings per share	$	0.44		$	0.41		$	0.64		$	0.61

____________________________________________

^(a)  If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and vesting of restricted stock units ("RSUs"). For the three months ended March 31, 2014, there are no securities that are excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2013, approximately 3.4 million shares related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

NOTE 8—SEGMENT INFORMATION

The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent with how the chief operating decision maker views the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic characteristics or, in the case of the "eCommerce" reportable segment, do not meet the quantitative thresholds that require presentation as separate operating segments.

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(Unaudited)

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Revenue:
Search & Applications	$	398,035		$	397,192
The Match Group	211,187			192,875
Media	36,355			44,995
eCommerce	94,842			107,297
Inter-segment elimination	(172		)	(110		)
Total	$	740,247		$	742,249

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Operating Income (Loss):
Search & Applications	$	70,337		$	86,983
The Match Group	39,803			37,359
Media	(8,566		)	(7,157		)
eCommerce	(1,561		)	(4,493		)
Corporate	(28,301		)	(28,141		)
Total	$	71,712		$	84,551

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Adjusted EBITDA:
Search & Applications	$	82,071		$	97,514
The Match Group	47,430			47,906
Media	(7,864		)	(6,180		)
eCommerce	2,804			723
Corporate	(16,346		)	(13,197		)
Total	$	108,095		$	126,766

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:

	Three Months Ended March 31,
	2014		2013
	(In thousands)
Revenue:
United States	$	504,403	$	514,614
All other countries	235,844		227,635
Total	$	740,247	$	742,249

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(Unaudited)

	March 31, 2014		December 31, 2013
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
United States	$	269,057	$	271,916
All other countries	22,054		22,048
Total	$	291,111	$	293,964

The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income consisting of: (1) non-cash compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and goodwill and intangible asset impairments and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable U.S. GAAP measure with equal or greater prominence, financial statements prepared in accordance with U.S. GAAP, and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

The following tables reconcile Adjusted EBITDA to operating income (loss) for the Company's reportable segments:

	Three Months Ended March 31, 2014
	Adjusted EBITDA			Non-Cash Compensation Expense			Depreciation			Amortization of Intangibles			Acquisition-related Contingent Consideration Fair Value Adjustments		Operating Income (Loss)
	(In thousands)
Search & Applications	$	82,071		$	—		$	(4,465	)	$	(7,269	)	$	—	$	70,337
The Match Group	47,430			(17		)	(5,800		)	(1,837		)	27		39,803
Media	(7,864		)	(164		)	(282		)	(256		)	—		(8,566		)
eCommerce	2,804			—			(1,748		)	(2,617		)	—		(1,561		)
Corporate	(16,346		)	(9,432		)	(2,523		)	—			—		(28,301		)
Total	$	108,095		$	(9,613	)	$	(14,818	)	$	(11,979	)	$	27	$	71,712

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(Unaudited)

	Three Months Ended March 31, 2013
	Adjusted EBITDA			Non-Cash Compensation Expense			Depreciation			Amortization of Intangibles			Acquisition-related Contingent Consideration Fair Value Adjustments			Operating Income (Loss)
	(In thousands)
Search & Applications	$	97,514		$	(3	)	$	(3,865	)	$	(6,663	)	$	—		$	86,983
The Match Group	47,906			157			(4,706		)	(4,540		)	(1,458		)	37,359
Media	(6,180		)	(205		)	(523		)	(249		)	—			(7,157		)
eCommerce	723			29			(2,619		)	(2,626		)	—			(4,493		)
Corporate	(13,197		)	(12,641		)	(2,303		)	—			—			(28,141		)
Total	$	126,766		$	(12,663	)	$	(14,016	)	$	(14,078	)	$	(1,458	)	$	84,551

NOTE 9—CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies.

NOTE 10—GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

The 2013 and 2012 Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries which are 100% owned by the Company. The following tables present condensed consolidating financial information at March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis.

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(Unaudited)

Balance sheet at March 31, 2014:

	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Total Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	670,607	$	—	$	332,704	$	—		$	1,003,311
Marketable securities	33,961		—		5,582		—			39,543
Accounts receivable, net	30		148,753		92,234		—			241,017
Other current assets	63,187		75,085		49,977		(1,044		)	187,205
Intercompany receivables	—		524,844		830,023		(1,354,867		)	—
Property and equipment, net	5,108		218,643		67,360		—			291,111
Goodwill	—		1,185,760		529,841		—			1,715,601
Intangible assets, net	—		293,311		178,926		—			472,237
Investment in subsidiaries	3,857,408		825,826		—		(4,683,234		)	—
Other non-current assets	85,073		19,132		175,914		(6,088		)	274,031
Total assets	$	4,715,374	$	3,291,354	$	2,262,561	$	(6,045,233	)	$	4,224,056
Accounts payable, trade	$	5,023	$	33,202	$	29,291	$	—		$	67,516
Other current liabilities	40,684		269,022		223,421		—			533,127
Long-term debt	1,000,000		80,000		—		—			1,080,000
Income taxes payable	386,168		7,785		26,303		—			420,256
Intercompany liabilities	1,354,867		—		—		(1,354,867		)	—
Other long-term liabilities	219,138		94,941		79,101		(7,132		)	386,048
Redeemable noncontrolling interests	—		—		25,885		—			25,885
IAC shareholders' equity	1,709,494		2,806,404		1,876,830		(4,683,234		)	1,709,494
Noncontrolling interests	—		—		1,730		—			1,730
Total liabilities and shareholders' equity	$	4,715,374	$	3,291,354	$	2,262,561	$	(6,045,233	)	$	4,224,056

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(Unaudited)

Balance sheet at December 31, 2013:

	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Total Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	782,022	$	—	$	318,422	$	—		$	1,100,444
Marketable securities	1,007		—		4,997		—			6,004
Accounts receivable, net	38		134,307		73,063		—			207,408
Other current assets	45,111		73,487		43,746		(814		)	161,530
Intercompany receivables	—		564,999		851,454		(1,416,453		)	—
Property and equipment, net	5,316		220,756		67,892		—			293,964
Goodwill	—		1,180,159		495,164		—			1,675,323
Intangible assets, net	—		301,513		143,823		—			445,336
Investment in subsidiaries	3,833,751		782,840		—		(4,616,591		)	—
Other non-current assets	83,207		15,485		252,612		(6,629		)	344,675
Total assets	$	4,750,452	$	3,273,546	$	2,251,173	$	(6,040,487	)	$	4,234,684
Accounts payable, trade	$	4,310	$	51,302	$	22,041	$	—		$	77,653
Other current liabilities	41,623		254,882		212,739		—			509,244
Long-term debt	1,000,000		80,000		—		—			1,080,000
Income taxes payable	383,926		6,768		25,690		—			416,384
Intercompany liabilities	1,416,453		—		—		(1,416,453		)	—
Other long-term liabilities	217,404		96,091		73,089		(7,443		)	379,141
Redeemable noncontrolling interests	—		—		42,861		—			42,861
IAC shareholders' equity	1,686,736		2,784,503		1,832,088		(4,616,591		)	1,686,736
Noncontrolling interests	—		—		42,665		—			42,665
Total liabilities and shareholders' equity	$	4,750,452	$	3,273,546	$	2,251,173	$	(6,040,487	)	$	4,234,684

22

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Statement of operations for the three months ended March 31, 2014:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	518,264		$	223,587		$	(1,604	)	$	740,247
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	(28		)	116,751			93,431			(960		)	209,194
Selling and marketing expense	192			226,801			72,035			(316		)	298,712
General and administrative expense	22,446			40,991			31,366			13			94,816
Product development expense	1,471			25,969			11,917			(341		)	39,016
Depreciation	329			9,293			5,196			—			14,818
Amortization of intangibles	—			8,277			3,702			—			11,979
Total operating costs and expenses	24,410			428,082			217,647			(1,604		)	668,535
Operating (loss) income	(24,410		)	90,182			5,940			—			71,712
Equity in earnings (losses) of unconsolidated affiliates	54,259			8,422			(27		)	(64,589		)	(1,935		)
Interest expense	(12,985		)	(1,042		)	(37		)	—			(14,064		)
Other income (expense), net	9,699			(8,751		)	(971		)	—			(23		)
Earnings from continuing operations before income taxes	26,563			88,811			4,905			(64,589		)	55,690
Income tax benefit (provision)	10,136			(30,161		)	(1,360		)	—			(21,385		)
Earnings from continuing operations	36,699			58,650			3,545			(64,589		)	34,305
Loss from discontinued operations, net of tax	(814		)	—			(13		)	13			(814		)
Net earnings	35,885			58,650			3,532			(64,576		)	33,491
Net loss attributable to noncontrolling interests	—			—			2,394			—			2,394
Net earnings attributable to IAC shareholders	$	35,885		$	58,650		$	5,926		$	(64,576	)	$	35,885
Comprehensive income attributable to IAC shareholders	$	41,234		$	59,032		$	9,622		$	(68,654	)	$	41,234

23

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Statement of operations for the three months ended March 31, 2013:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	528,644		$	214,642		$	(1,037	)	$	742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	677			153,800			102,151			(779		)	255,849
Selling and marketing expense	431			182,743			59,997			(257		)	242,914
General and administrative expense	22,245			40,273			33,207			(1		)	95,724
Product development expense	899			23,042			11,176			—			35,117
Depreciation	367			9,249			4,400			—			14,016
Amortization of intangibles	—			8,962			5,116			—			14,078
Total operating costs and expenses	24,619			418,069			216,047			(1,037		)	657,698
Operating (loss) income	(24,619		)	110,575			(1,405		)	—			84,551
Equity in earnings (losses) of unconsolidated affiliates	114,550			2,396			(91		)	(116,946		)	(91		)
Interest expense	(6,557		)	(1,065		)	(41		)	—			(7,663		)
Other (expense) income, net	(55,448		)	(18,138		)	75,244			—			1,658
Earnings from continuing operations before income taxes	27,926			93,768			73,707			(116,946		)	78,455
Income tax benefit (provision)	26,655			(33,806		)	(18,595		)	—			(25,746		)
Earnings from continuing operations	54,581			59,962			55,112			(116,946		)	52,709
(Loss) earnings from discontinued operations, net of tax	(944		)	—			7			(7		)	(944		)
Net earnings	53,637			59,962			55,119			(116,953		)	51,765
Net loss attributable to noncontrolling interests	—			8			1,864			—			1,872
Net earnings attributable to IAC shareholders	$	53,637		$	59,970		$	56,983		$	(116,953	)	$	53,637
Comprehensive income attributable to IAC shareholders	$	41,710		$	59,895		$	40,890		$	(100,785	)	$	41,710

24

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Statement of cash flows for the three months ended March 31, 2014:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations		IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations	$	(29,250	)	$	73,160		$	(1,206	)	$	—	$	42,704
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	—			(51,263		)	(26,718		)	—		(77,981		)
Capital expenditures	(985		)	(5,661		)	(3,075		)	—		(9,721		)
Purchases of marketable debt securities	(32,848		)	—			—			—		(32,848		)
Purchases of long-term investments	(3,000		)	(3,286		)	(1,575		)	—		(7,861		)
Other, net	2			—			(159		)	—		(157		)
Net cash used in investing activities attributable to continuing operations	(36,831		)	(60,210		)	(31,527		)	—		(128,568		)
Cash flows from financing activities attributable to continuing operations:
Dividends	(20,004		)	—			—			—		(20,004		)
Issuance of common stock, net of withholding taxes	920			—			—			—		920
Excess tax benefits from stock-based awards	15,610			—			8,593			—		24,203
Purchase of noncontrolling interests	—			(30,000		)	—			—		(30,000		)
Funds returned from escrow for Meetic tender offer	—			—			12,354			—		12,354
Intercompany	(41,436		)	17,051			24,385			—		—
Other, net	(374		)	—			79			—		(295		)
Net cash (used in) provided by financing activities attributable to continuing operations	(45,284		)	(12,949		)	45,411			—		(12,822		)
Total cash (used in) provided by continuing operations	(111,365		)	1			12,678			—		(98,686		)
Total cash used in discontinued operations	(50		)	—			(13		)	—		(63		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)	1,617			—		1,616
Net (decrease) increase in cash and cash equivalents	(111,415		)	—			14,282			—		(97,133		)
Cash and cash equivalents at beginning of period	782,022			—			318,422			—		1,100,444
Cash and cash equivalents at end of period	$	670,607		$	—		$	332,704		$	—	$	1,003,311

25

IAC/INTERACTIVECORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Statement of cash flows for the three months ended March 31, 2013:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations		IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations	$	(1,106	)	$	106,037		$	(12,569	)	$	—	$	92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	—			(6,060		)	(23,134		)	—		(29,194		)
Capital expenditures	(78		)	(28,920		)	(4,640		)	—		(33,638		)
Proceeds from maturities and sales of marketable debt securities	12,500			—			—			—		12,500
Purchases of long-term investments	—			—			(975		)	—		(975		)
Other, net	(55		)	—			(782		)	—		(837		)
Net cash provided by (used in) investing activities attributable to continuing operations	12,367			(34,980		)	(29,531		)	—		(52,144		)
Cash flows from financing activities attributable to continuing operations:
Principal payments on long-term debt	(15,844		)	—			—			—		(15,844		)
Purchase of treasury stock	(88,605		)	—			—			—		(88,605		)
Dividends	(21,429		)	—			—			—		(21,429		)
Issuance of common stock, net of withholding taxes	552			—			—			—		552
Excess tax benefits from stock-based awards	12,530			—			—			—		12,530
Intercompany	29,317			(71,056		)	41,739			—		—
Other, net	(927		)	(29		)	(145		)	—		(1,101		)
Net cash (used in) provided by financing activities attributable to continuing operations	(84,406		)	(71,085		)	41,594			—		(113,897		)
Total cash used in continuing operations	(73,145		)	(28		)	(506		)	—		(73,679		)
Total cash provided by (used in) discontinued operations	2,426			—			(1		)	—		2,425
Effect of exchange rate changes on cash and cash equivalents	—			28			(4,994		)	—		(4,966		)
Net decrease in cash and cash equivalents	(70,719		)	—			(5,501		)	—		(76,220		)
Cash and cash equivalents at beginning of period	501,075			—			248,902			—		749,977
Cash and cash equivalents at end of period	$	430,356		$	—		$	243,401		$	—	$	673,757

26

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Management Overview

IAC is a leading media and Internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor and Vimeo. Focused on the areas of search, applications, online dating, media and eCommerce, IAC's family of websites is one of the largest in the world, with over a billion monthly visits across more than 100 countries.

During the first quarter of 2014, IAC realigned its reportable segments as follows:

• The Company created a new segment called "The Match Group" that includes Match, which was previously reported as its own separate segment, and DailyBurn and Tutor, which were previously in the Media and Other segments, respectively.

• The businesses within the Local segment, HomeAdvisor, Felix and, for periods prior to July 1, 2013, CityGrid Media, were moved to the eCommerce segment, formerly called the Other segment.

• There were no changes to the Search & Applications segment.

In addition, the Company introduced Adjusted EBITDA, a new non-GAAP financial measure, beginning with the first quarter of 2014. Going forward, the Company plans to regularly report Adjusted EBITDA and will no longer report Operating Income Before Amortization. We believe Adjusted EBITDA is a useful measure for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments.

For a more detailed description of the Company's operating businesses, see the Company's annual report on Form 10-K for the year ended December 31, 2013.

Results of Operations for the three months ended March 31, 2014 compared to the three months ended March 31, 2013

Revenue

	Three Months Ended March 31,
	2014			$ Change			% Change	2013
	(Dollars in thousands)
Search & Applications	$	398,035		$	843		—%	$	397,192
The Match Group	211,187			18,312			9%	192,875
Media	36,355			(8,640		)	(19)%	44,995
eCommerce	94,842			(12,455		)	(12)%	107,297
Inter-segment elimination	(172		)	(62		)	(58)%	(110		)
Total	$	740,247		$	(2,002	)	—%	$	742,249

Search & Applications revenue was flat year-over-year, reflecting growth from Websites (which includes Ask.com, About.com, CityGrid Media, Dictionary.com, Investopedia.com and PriceRunner.com), which was entirely offset by decreased revenue at Applications (which includes our direct to consumer downloadable applications operations (B2C) and our partnership operations (B2B)). Websites revenue grew 8% to $203.7 million due to the acquisition of the ValueClick "Owned & Operated" ("O&O") website businesses on January 10, 2014, the contribution of CityGrid Media, which had been moved from the eCommerce segment to the Search & Applications segment, effective July 1, 2013, and growth from About.com, partially offset by a year-over-year decline in revenue at Ask.com. Applications revenue decreased 7% to $194.3 million, despite query growth from our B2C operations, primarily due to lower queries from our B2B operations.

The Match Group revenue increased 9% to $211.2 million driven by a 9% increase in Dating revenue. Dating North America revenue (which includes Match.com, Chemistry, People Media, OkCupid and other dating businesses operating within the United States and Canada) and Dating International revenue (which includes all dating businesses operating outside of the

27

United States and Canada) increased 7% to $134.5 million and 12% to $70.5 million, respectively. Non-dating revenue (consisting of DailyBurn and Tutor) increased 53%. The growth in revenue was driven by increased subscribers across the segment. Dating North America and Dating International paid subscribers increased 11% and 10%, respectively.

Media revenue decreased 19% to $36.4 million primarily due to the impact of the closure of the Newsweek print business and the sale of the Newsweek digital business in August 2013, partially offset by continued growth at Vimeo.

eCommerce revenue decreased 12% to $94.8 million primarily due to the move of CityGrid Media from the eCommerce segment to the Search & Applications segment, partially offset by an increase from HomeAdvisor.

A substantial portion of the Company's revenue is derived from online advertising. Most of the Company's online advertising revenue is attributable to our services agreement with Google Inc. ("Google"), which expires on March 31, 2016. For the three months ended March 31, 2014 and 2013, revenue earned from Google is $355.6 million and $376.1 million, respectively. This revenue is earned by the businesses comprising the Search & Applications segment.

Cost of revenue

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Cost of revenue	$209,194	$(46,655)	(18)%	$255,849
As a percentage of revenue	28%			34%

Cost of revenue consists primarily of traffic acquisition costs, which consist of payments made to partners who distribute our B2B customized browser-based applications, integrate our paid listings into their websites or direct traffic to our websites. These payments include amounts based on revenue share and other arrangements. Cost of revenue also includes Shoebuy's cost of products sold and shipping and handling costs, production costs related to media produced by Electus and other businesses within our Media segment, content acquisition costs, expenses associated with the operation of the Company's data centers, including compensation and other employee-related costs (including stock-based compensation) for personnel engaged in data center functions, rent, energy and bandwidth costs.

Cost of revenue in 2014 decreased from 2013 primarily due to decreases of $37.3 million from Search & Applications, $7.9 million from eCommerce and $5.5 million from Media, partially offset by an increase of $4.8 million from The Match Group. Cost of revenue from Search & Applications decreased primarily due to a decrease of $43.4 million in traffic acquisition costs driven primarily by lower revenue from our B2B operations and Ask.com, partially offset by the acquisition of the ValueClick O&O website businesses and the move of CityGrid Media to the Search & Applications segment. The decrease in cost of revenue from eCommerce was primarily due to the move of CityGrid Media to the Search & Applications segment. Cost of revenue from Media decreased primarily due to lower production costs at Electus resulting from a corresponding decrease in revenue. The increase in cost of revenue from The Match Group is primarily due to an increase in customer acquisition costs.

Selling and marketing expense

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Selling and marketing expense	$298,712	$55,798	23%	$242,914
As a percentage of revenue	40%			33%

Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales, sales support and customer service functions. Advertising and promotional expenditures include online marketing, including fees paid to search engines and third parties that distribute our B2C downloadable applications, and offline marketing, which is primarily television advertising.

Selling and marketing expense in 2014 increased from 2013 primarily due to increases of $47.0 million from Search & Applications and $13.6 million from The Match Group, partially offset by a decrease of $4.7 million from eCommerce. Selling and marketing expense from Search & Applications increased primarily due to a $43.7 million increase in online marketing

28

spend, which was primarily related to our B2C downloadable applications, and the acquisition of the ValueClick O&O website businesses. The increase in selling and marketing expense from The Match Group was primarily due to an increase of $13.9 million in both offline and online marketing spend at Dating and DailyBurn. Selling and marketing expense from eCommerce decreased primarily due to the move of CityGrid Media to the Search & Applications segment.

General and administrative expense

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
General and administrative expense	$94,816	$(908)	(1)%	$95,724
As a percentage of revenue	13%			13%

General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in executive management, finance, legal, tax and human resources, facilities costs and fees for professional services.

General and administrative expense in 2014 decreased from 2013 primarily due to decreases of $2.4 million from eCommerce, $1.6 million from The Match Group and $1.2 million from Media, partially offset by an increase of $4.1 million from Search & Applications. General and administrative expense from eCommerce decreased primarily due to the move of CityGrid Media to the Search & Applications segment. The decrease in general and administrative expense from The Match Group is primarily due to a $3.9 million benefit related to the expiration of the statute of limitations for a non-income tax matter and a decrease of $1.5 million in acquisition-related contingent consideration fair value adjustments, partially offset by an increase in compensation and other employee-related costs at our Dating businesses due, in part, to an increase in headcount. General and administrative expense from Media decreased primarily due to the closure of the Newsweek print business and the sale of the Newsweek digital business, partially offset by an increase in compensation and other employee-related costs due to increased headcount at Vimeo. The increase in general and administrative expense from Search & Applications is primarily due to the acquisition of the ValueClick O&O website businesses and the move of CityGrid Media from the eCommerce segment.

Product development expense

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Product development expense	$39,016	$3,899	11%	$35,117
As a percentage of revenue	5%			5%

Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation) that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.

Product development expense in 2014 increased from 2013 primarily due to an increase of $2.5 million from Search & Applications related to an increase in compensation and other employee-related costs due, in part, to the acquisition of the ValueClick O&O website businesses.

Depreciation

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Depreciation	$14,818	$802	6%	$14,016
As a percentage of revenue	2%			2%

Depreciation in 2014 increased from 2013 resulting primarily from the incremental depreciation associated with capital expenditures made throughout 2013 and various acquisitions, partially offset by certain fixed assets becoming fully depreciated.

29

Adjusted EBITDA

	Three Months Ended March 31,
	2014			$ Change			% Change	2013
	(Dollars in thousands)
Search & Applications	$	82,071		$	(15,443	)	(16)%	$	97,514
The Match Group	47,430			(476		)	(1)%	47,906
Media	(7,864		)	(1,684		)	(27)%	(6,180		)
eCommerce	2,804			2,081			288%	723
Corporate	(16,346		)	(3,149		)	(24)%	(13,197		)
Total	$	108,095		$	(18,671	)	(15)%	$	126,766
As a percentage of revenue	15%							17%

Search & Applications Adjusted EBITDA decreased 16% to $82.1 million, primarily due to flat year-over-year revenue and an increase in selling and marketing expense, partially offset by the contribution from the acquisition of the ValueClick O&O website businesses and the move of CityGrid Media to the Search & Applications segment. The increase in selling and marketing expense is primarily due to an increase in online marketing spend related to our B2C downloadable applications. Partially offsetting the increase in selling and marketing expense is a decrease in cost of revenue, driven primarily by lower revenue from our B2B operations and Ask.com.

The Match Group Adjusted EBITDA decreased 1% to $47.4 million, despite higher revenue noted above, primarily due to higher selling and marketing expense and cost of revenue. The increase in selling and marketing expense is primarily due to an increase in both offline and online marketing spend at Dating and DailyBurn. The increase in cost of revenue is primarily due to an increase in customer acquisition costs. Partially offsetting these increases is a $3.9 million benefit related to the expiration of the statute of limitations for a non-income tax matter.

Media Adjusted EBITDA loss increased 27% to a loss of $7.9 million primarily due to the favorable effect in the prior year period of certain items related to the Newsweek print closure.

eCommerce Adjusted EBITDA increased to $2.8 million primarily due to growth in profitability at HomeAdvisor.

Corporate Adjusted EBITDA loss increased 24% to a loss of $16.3 million primarily due to higher professional fees and an increase in compensation and other employee-related costs.

Operating income (loss)

	Three Months Ended March 31,
	2014			$ Change			% Change	2013
	(Dollars in thousands)
Search & Applications	$	70,337		$	(16,646	)	(19)%	$	86,983
The Match Group	39,803			2,444			7%	37,359
Media	(8,566		)	(1,409		)	(20)%	(7,157		)
eCommerce	(1,561		)	2,932			65%	(4,493		)
Corporate	(28,301		)	(160		)	(1)%	(28,141		)
Total	$	71,712		$	(12,839	)	(15)%	$	84,551
As a percentage of revenue	10%							11%

Refer to Note 8 to the consolidated financial statements for reconciliations of Adjusted EBITDA to operating income (loss) by reportable segment.

Operating income in 2014 decreased from 2013 primarily due to the decrease of $18.7 million in Adjusted EBITDA described above, partially offset by decreases of $3.0 million in non-cash compensation expense, $2.1 million in amortization

30

of intangibles and $1.5 million in acquisition-related contingent consideration fair value adjustments. The decrease in non-cash compensation expense is primarily the result of an increase in forfeited awards in the current year. The decrease in amortization of intangibles is primarily related to lower amortization expense at The Match Group due to certain intangible assets becoming fully amortized.

At March 31, 2014, there was $115.5 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.2 years.

Equity in losses of unconsolidated affiliates

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Equity in losses of unconsolidated affiliates	$(1,935)	$(1,844)	(2,026)%	$(91)

Equity in losses of unconsolidated affiliates in 2014 increased from 2013 primarily due to increased losses associated with our equity method investments.

Interest expense

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Interest expense	$(14,064)	$(6,401)	84%	$(7,663)

Interest expense in 2014 increased from 2013 principally due to the 4.875% Senior Notes due November 30, 2018 issued on November 15, 2013.

Other (expense) income, net

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Other (expense) income, net	$(23)	$(1,681)	NM	$1,658

________________________

NM = not meaningful

Other (expense) income, net in 2014 decreased from 2013 primarily due to a decrease in foreign currency exchange gains.

Income tax provision

	Three Months Ended March 31,
	2014	$ Change	% Change	2013
	(Dollars in thousands)
Income tax provision	$(21,385)	NM	NM	$(25,746)

In 2014, the Company recorded an income tax provision for continuing operations of $21.4 million, which represents an effective income tax rate of 38%. The 2014 effective rate is higher than the statutory rate of 35% due primarily to interest on reserves for income tax contingencies and state taxes, partially offset by foreign income taxed at lower rates. In 2013, the Company recorded an income tax provision for continuing operations of $25.7 million, which represents an effective income

31

tax rate of 33%. The 2013 effective rate is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and research credits, partially offset by state taxes.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax provision. Included in the income tax provision for continuing operations and discontinued operations for the three months endedMarch 31, 2014 is a $1.6 million and a $0.8 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. Included in the income tax provision for continuing operations and discontinued operations for the three months endedMarch 31, 2013 is a $1.3 million and a $1.0 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. At March 31, 2014 and December 31, 2013, the Company has accrued $137.0 million and $133.0 million, respectively, for the payment of interest. At March 31, 2014 and December 31, 2013, the Company has accrued $5.3 million and $5.1 million, respectively, for penalties.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. Various jurisdictions are currently under examination, the most significant of which are France, California, New York and New York City for various tax years beginning with 2006. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon the resolution of audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known.

On August 28, 2013, the Joint Committee of Taxation completed its review and approved the audit settlement previously agreed to with the Internal Revenue Service for the years ended December 2001 through 2009. The statute of limitations for the years 2001 through 2009 expires on July 1, 2014. At March 31, 2014 and December 31, 2013, the Company has unrecognized tax benefits of $274.9 million and $275.8 million, respectively. Unrecognized tax benefits at March 31, 2014 decreased $0.9 million from December 31, 2013 due principally to deductible timing differences. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease within twelve months of the current reporting date. An estimate of changes in unrecognized tax benefits, while potentially significant, cannot be made.

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2014, the Company had $1.0 billion of cash and cash equivalents, $39.5 million of marketable securities, and $1.1 billion of long-term debt. Domestically, cash equivalents primarily consist of AAA rated money market funds and commercial paper rated A2/P2 or better. Internationally, cash equivalents primarily consist of AAA rated money market funds and time deposits. Marketable securities consist of short-to-medium-term debt securities issued by investment grade corporate issuers and equity securities. The Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed. The Company also invests in equity securities as part of its investment strategy. Long-term debt is comprised of $500 million in 2013 Senior Notes due November 30, 2018, $500 million in 2012 Senior Notes due December 15, 2022 and $80 million in Liberty Bonds due September 1, 2035.

At March 31, 2014, $327.2 million of the $1.0 billion of cash and cash equivalents was held by the Company's foreign subsidiaries. If needed for our operations in the U.S., most of the cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated to the U.S. but, under current law, would be subject to U.S. federal and state income taxes. We have not provided for any such tax; however, the Company currently does not anticipate a need to repatriate these funds to finance our U.S. operations and it is the Company's intent to indefinitely reinvest these funds outside of the U.S.

In summary, the Company's cash flows attributable to continuing operations are as follows:

	Three Months Ended March 31,
	2014	2013
	(In thousands)
Net cash provided by operating activities	$42,704	$92,362
Net cash used in investing activities	(128,568)	(52,144)
Net cash used in financing activities	(12,822)	(113,897)

Net cash provided by operating activities attributable to continuing operations consists of earnings or loss from continuing operations adjusted for non-cash items, including non-cash compensation expense, depreciation, amortization of intangibles, asset impairment charges, excess tax benefits from stock-based awards, deferred income taxes, equity in earnings or losses of unconsolidated affiliates, acquisition-related contingent consideration fair value adjustments, and the effect of changes in working capital activities. Net cash provided by operating activities attributable to continuing operations in 2014 consists of earnings from continuing operations of $34.3 million, adjustments for non-cash items of $20.9 million, and cash used in working capital activities of $12.5 million. Adjustments for non-cash items primarily consist of $14.8 million of depreciation, $12.0 million of amortization of intangibles, $9.6 million of non-cash compensation expense, partially offset by $24.2 million of excess tax benefits from stock-based awards. The decrease in cash from changes in working capital activities primarily consists of an increase in accounts receivable of $20.4 million and a decrease of $11.7 million in accounts payable and other current liabilities, partially offset by an increase in deferred revenue of $16.9 million and an increase in income taxes payable of $6.7 million. The increase in accounts receivable is primarily due to our services agreement with Google and is due to an increase in revenue in the first quarter of 2014 compared to the fourth quarter of 2013. The related receivable from Google was $128.0 million and $112.3 million at March 31, 2014 and December 31, 2013, respectively. The increase in accounts receivable was also impacted by growth in revenue at our HomeAdvisor business. The decrease in accounts payable and other current liabilities is due to a decrease in accrued employee compensation and benefits, accrued revenue share, and in payables to suppliers at Shoebuy, partially offset by an increase in accrued advertising expense at Search & Applications and The Match Group. The decrease in accrued employee compensation and benefits is due to the payment of 2013 cash bonuses in 2014. The increase in deferred revenue is primarily due to growth in subscription revenue at The Match Group and Vimeo. The increase in income taxes payable is due to current year income tax accruals in excess of current year income tax payments.

Net cash used in investing activities attributable to continuing operations in 2014 includes cash consideration used in acquisitions and investments of $85.8 million, which includes the acquisition of the ValueClick O&O website businesses, the purchase of marketable debt securities of $32.8 million and capital expenditures of $9.7 million, primarily related to the internal development of software to support our products and services.

Net cash used in financing activities attributable to continuing operations in 2014 includes $30.0 million for the purchase of noncontrolling interests and $20.0 million related to the payment of cash dividends to IAC shareholders, partially offset by

33

excess tax benefits from stock-based awards of $24.2 million and the return of $12.4 million of funds held in escrow related to the Meetic tender offer.

Net cash provided by operating activities attributable to continuing operations in 2013 consists of earnings from continuing operations of $52.7 million, adjustments for non-cash items of $22.2 million and cash provided by working capital activities of $17.5 million. Adjustments for non-cash items primarily consists of $14.1 million of amortization of intangibles, $14.0 million of depreciation, $12.7 million of non-cash compensation expense, partially offset by $12.5 million of excess tax benefits from stock-based awards and $11.0 million of deferred income taxes. The deferred income tax benefit primarily relates to the difference in timing between the accrual and payment of cash bonuses. The increase in cash from changes in working capital activities primarily consists of an increase of $35.2 million in income taxes payable and an increase of $7.8 million in deferred revenue, partially offset by a decrease of $12.9 million in accounts payable and other current liabilities, an increase of $8.0 million in other current assets and an increase of $4.6 million in accounts receivable. The increase in income taxes payable is due to current year income tax accruals in excess of current year income tax payments. The increase in deferred revenue is primarily due to growth in subscription revenue at Dating, as well as growth at Electus and Vimeo, partially offset by a $9.9 million decrease in deferred revenue at Newsweek due to its transition to a digital only publication. The decrease in accounts payable and other current liabilities is due to a decrease in accrued advertising expense primarily at Search & Applications, Newsweek's transition to a digital only publication, and a decrease in payables to suppliers at Shoebuy, partially offset by an increase in accrued revenue share expense primarily at Search & Applications and an increase in accrued employee compensation and benefits due to the timing of bonus payments. The increase in other current assets is primarily due to an increase in short-term production costs at Electus that are capitalized while the television program, video or film is being produced. The increase in accounts receivable is primarily due to our services agreement with Google and is due to an increase in revenue in the first quarter of 2013 compared to the fourth quarter of 2012. The related receivable from Google was $137.0 million and $125.3 million at March 31, 2013 and December 31, 2012, respectively. Electus' accounts receivable also increased due to higher revenue. These increases were partially offset by a $13.5 million decrease in accounts receivable at Newsweek due to its transition to a digital only publication.

Net cash used in investing activities attributable to continuing operations in 2013 includes capital expenditures of $33.6 million, which includes $23.1 million related to the purchase of a 50% ownership interest in an aircraft, and cash consideration used in acquisitions and investments of $30.2 million primarily related to the acquisition of Twoo, partially offset by net maturities and sales of marketable debt securities of $12.5 million.

Net cash used in financing activities attributable to continuing operations in 2013 includes $88.6 million for the repurchase of 1.4 million shares of common stock at an average price of $42.96 per share, $21.4 million related to the payment of cash dividends to IAC shareholders and $15.8 million for the payment of our 2002 Senior Notes, which matured on January 15, 2013, partially offset by excess tax benefits from stock-based awards of $12.5 million.

The Company's principal sources of liquidity are its cash and cash equivalents and marketable securities and cash flows generated from operations. The Company has a $300.0 million revolving credit facility, which expires on December 21, 2017, and is available as an additional source of financing. At March 31, 2014, there were no outstanding borrowings under the revolving credit facility.

The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company expects that 2014 capital expenditures will be lower than 2013. At March 31, 2014, IAC had 8.6 million shares remaining in its share repurchase authorization. IAC may purchase shares over an indefinite period of time 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. On April 30, 2014, IAC declared a quarterly cash dividend of $0.24 per share of common and Class B common stock outstanding payable on June 1, 2014 to stockholders of record on May 15, 2014. Future declarations of dividends are subject to the determination of IAC's Board of Directors.

The Company believes its existing cash, cash equivalents and marketable securities, together with its expected positive cash flows generated from operations and available borrowing capacity under its $300 million revolving credit facility, will be sufficient to fund its normal operating requirements, including capital expenditures, share repurchases, quarterly cash dividends, and investing and other commitments for the foreseeable future. Our liquidity could be negatively affected by a decrease in demand for our products and services. The Company may make acquisitions and investments that could reduce its cash, cash equivalents and marketable securities balances and as a result, the Company may need to raise additional capital through future

34

debt or equity financing to provide for greater financial flexibility. Additional financing may not be available at all or on terms favorable to us.

35

CONTRACTUAL OBLIGATIONS AND COMMERICAL COMMITMENTS

At March 31, 2014, there have been no material changes to the Company's contractual obligations, commercial commitments and off-balance sheet arrangements since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2013.

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IAC'S PRINCIPLES OF FINANCIAL REPORTING

IAC reports Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with U.S. GAAP, but should not be considered a substitute for or superior to U.S. GAAP results. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable U.S. GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the U.S. GAAP and non-GAAP measure, which we discuss below.

Definition of IAC's Non-GAAP Measure

        Adjusted EBITDA is defined as operating income excluding: (1) non-cash compensation expense; (2) depreciation; and (3)acquisition-related items consisting of (i) amortization of intangible assets and goodwill and intangible asset impairments and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses.

Non-Cash Expenses That Are Excluded From IAC's Non-GAAP Measure

Non-cash compensationexpense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of stock options, restricted stock units ("RSUs") and performance-based RSUs. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for stock options and RSUs are included on a treasury method basis, and for performance-based RSUs are included on a treasury method basis once the performance conditions are met. Upon the exercise of certain stock options and vesting of RSUs and performance-based RSUs, the awards are settled, at the Company's discretion, on a net basis, with the Company remitting the required tax-withholding amount from its current funds.

Amortization of intangible assets and goodwill and intangible asset impairments are non-cash expenses relating primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as content, technology, customer lists, advertiser and supplier relationships, are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

Gains and losses recognized on changes in the fair value of contingent consideration arrangements are accounting adjustments to report contingent consideration liabilities at fair value. These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or ongoing costs of doing business.

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RECONCILIATION OF ADJUSTED EBITDA

For a reconciliation of Adjusted EBITDA to operating income (loss) by reportable segment for the three months ended March 31, 2014 and 2013, see Note 8 to the consolidated financial statements.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

At March 31, 2014, there have been no material changes to the Company's instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2013.

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Item 4.    Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), IAC management, including the Chairman and Senior Executive and the Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chairman and Senior Executive and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and Forms, and include controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of IAC management, including the Chairman and Senior Executive and the Chief Financial Officer, also evaluated whether any changes occurred to the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, the Company concluded that there has been no such change during the period covered by this report.

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PART II

OTHER INFORMATION

Item 1A.    Risk Factors

Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC's future financial performance, IAC's business prospects and strategy, anticipated trends and prospects in the industries in which IAC's businesses operate and other similar matters. These forward-looking statements are based on IAC management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: changes in senior management at IAC and/or its businesses, changes in our relationship with, or policies implemented by, Google, adverse changes in economic conditions, either generally or in any of the markets or industries in which IAC's businesses operate, adverse trends in the online advertising industry or the advertising industry generally, our ability to convert visitors to our various websites into users and customers, our ability to offer new or alternative products and services in a cost-effective manner and consumer acceptance of these products and services, changes in industry standards and technology, actual tax liabilities that differ materially from our estimates, operational and financial risks relating to acquisitions, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC's filings with the SEC, including in Part I "Item 1A. Risk Factors" of our annual report on Form 10-K for the fiscal year ended December 31, 2013. Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and operating results may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this quarterly report. IAC does not undertake to update these forward-looking statements.

Risk Factors

In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors discussed in Part I "Item 1A. Risk Factors" of our annual report on Form 10-K for the fiscal year ended December 31, 2013, which could materially affect our business, financial condition or future operating results. The risks described in this report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future operating results.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The Company did not purchase any shares of its common stock during the quarter ended March 31, 2014. As of that date, 8,562,170 shares of common stock remained available for repurchase under the Company's previously announced April 2013 repurchase authorization. IAC may purchase shares pursuant to this repurchase authorization over an indefinite period of time in the open market and/or 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.

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Item 6.    Exhibits

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.

Exhibit Number	Description	Location
3.1	Restated Certificate of Incorporation of IAC/InterActiveCorp.	Exhibit 3.1 to the Registrant's Registration Statement on Form 8-A/A, filed on August 12, 2005.
3.2	Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp.	Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 22, 2008.
3.3	Amended and Restated By-Laws of IAC/InterActiveCorp.	Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
4.1	Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of March 12, 2014, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.(1)
4.2	Supplemental Indenture for 4.875% Senior Notes due 2018, dated as of March 12, 2014, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.(1)
31.1	Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
31.2	Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
32.1	Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
32.2	Certification of the Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

_______________________________________________________________________________

⁽¹⁾  Filed herewith.

⁽²⁾  Furnished herewith.

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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.

Dated:	May 2, 2014
		IAC/INTERACTIVECORP
		By:	/s/ JEFFREY W. KIP
			Jeffrey W. Kip
			Executive Vice President and Chief Financial Officer

Signature	Title	Date
/s/ JEFFREY W. KIP	Executive Vice President and Chief Financial Officer	May 2, 2014
Jeffrey W. Kip

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QuickLinks

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EX-4.1

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE, dated as of March 12, 2014 (this “Supplemental Indenture”), is entered into by and among IAC/InterActiveCorp (the “Issuer”), the guarantors identified herein as parties, and Computershare Trust Company, N.A., as Trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of December 21, 2012 (as amended, supplemented or otherwise modified in accordance with its terms, the “Indenture”), providing for the issuance on December 21, 2012 of 4.75% Senior Notes due 2022, in aggregate principal amount of $500,000,000 (the “Notes”);

WHEREAS Section 4.11 of the Indenture provides, in relevant part, that if any Restricted Subsidiary guarantees the Credit Agreement, then the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture;

WHEREAS Section 8.01 of the Indenture provides that without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the Note Guarantees to allow any Guarantor to execute a supplemental indenture and/or Note Guarantee with respect to the Notes;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1.Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.

2.Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article Ten of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.

4.Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This

Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or as to the recitals contained herein.

7.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the day and year first written above.

                        IAC/INTERACTIVECORP

By:    /s/ Joanne Hawkins

Name: Joanne Hawkins

Title: Sr. VP, Deputy General Counsel and         Assistant Secretary

THE NEW GUARANTOR:

CONSUMERSEARCH, INC.

By:     /s/ Joanne Hawkins

Name: Joanne Hawkins            Title: Vice President and Assistant                         Secretary

[Signature Page to Consumersearch, Inc. Supplemental Indenture]

[Signature Page to Consumersearch, Inc. Supplemental Indenture]

COMPUTERSHARE TRUST COMPANY, N.A.,

As Trustee

By:    ____________________________

Name:

Title:

[Signature Page to Consumersearch, Inc. Supplemental Indenture]

EX-4.2

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE, dated as of March 12, 2014 (this “Supplemental Indenture”), is entered into by and among IAC/InterActiveCorp (the “Issuer”), the guarantors identified herein as parties, and Computershare Trust Company, N.A., as Trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS the Issuer and the existing Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of November 15, 2013 (as amended, supplemented or otherwise modified in accordance with its terms, the “Indenture”), providing for the issuance on November 15, 2013 of 4.875% Senior Notes due 2018, in aggregate principal amount of $500,000,000 (the “Notes”);

WHEREAS Section 4.11 of the Indenture provides, in relevant part, that if any Restricted Subsidiary guarantees the Credit Agreement, then the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture;

WHEREAS Section 8.01 of the Indenture provides that without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the Note Guarantees to allow any Guarantor to execute a supplemental indenture and/or Note Guarantee with respect to the Notes;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

1.Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture.

2.Agreement to Guarantee. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors, to unconditionally guarantee the Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article Ten of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

3.Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 11.02 of the Indenture.

4.Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This

Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

5.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6.Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or as to the recitals contained herein.

7.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8.Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the day and year first written above.

                        IAC/INTERACTIVECORP

By:    /s/ Joanne Hawkins

Name: Joanne Hawkins

Title: Sr. VP, Deputy General Counsel and         Assistant Secretary

THE NEW GUARANTOR:

CONSUMERSEARCH, INC.

By:     /s/ Joanne Hawkins

Name: Joanne Hawkins            Title: Vice President and Assistant                         Secretary

[Signature Page to Consumersearch, Inc. Supplemental Indenture]

[Signature Page to Consumersearch, Inc. Supplemental Indenture]

COMPUTERSHARE TRUST COMPANY, N.A.,

As Trustee

By:    ____________________________

Name:

Title:

[Signature Page to Consumersearch, Inc. Supplemental Indenture]

EX-31.1

Exhibit 31.1

Certification

I, Barry Diller, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2014 of IAC/InterActiveCorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:            

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:	May 2, 2014	/s/ BARRY DILLER
		Barry Diller Chairman and Senior Executive

EX-31.2

Exhibit 31.2

Certification

I, Jeffrey W. Kip, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2014 of IAC/InterActiveCorp;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:            

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:	May 2, 2014	/s/ JEFFREY W. KIP
		Jeffrey W. Kip Executive Vice President & Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Barry Diller, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.

Dated:	May 2, 2014	/s/ BARRY DILLER
		Barry Diller Chairman and Senior Executive

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey W. Kip, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.

Dated:	May 2, 2014	/s/ JEFFREY W. KIP
		Jeffrey W. Kip Executive Vice President & Chief Financial Officer

XML

CONTINGENCIES (Details)	3 Months Ended
	Mar. 31, 2014 lawsuit
Loss Contingency [Abstract]
Minimum number of lawsuits that could have material impact on the liquidity, results of operations, or financial condition	1

XML

LONG-TERM DEBT (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Dec. 21, 2012
Debt Instrument [Line Items]
Total long-term debt	$ 1,080,000,000	$ 1,080,000,000
Senior Notes | Four Point Eight Seven Five Percent Senior Notes Due November 2018 [Member] [Domain]
Debt Instrument [Line Items]
Total long-term debt	500,000,000	500,000,000
Stated rate	4.875%	4.875%
Senior Notes | 4.75% Senior Notes Due December 2022
Debt Instrument [Line Items]
Total long-term debt	500,000,000	500,000,000
Stated rate	4.75%	4.75%
Bonds | 5% New York City Industrial Development Agency Bonds due September 2035
Debt Instrument [Line Items]
Total long-term debt	80,000,000	80,000,000
Stated rate	5.00%	5.00%
Revolving Credit Facility
Line of Credit Facility [Abstract]
Line of credit, maximum borrowing capacity			300,000,000.0
Line of credit, amount outstanding	$ 0	$ 0.00
Line of credit, commitment fee percentage	0.25%

XML

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Schedule of reconciliation of revenues from segments to consolidated

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Revenue:
Search & Applications	$	398,035		$	397,192
The Match Group	211,187			192,875
Media	36,355			44,995
eCommerce	94,842			107,297
Inter-segment elimination	(172		)	(110		)
Total	$	740,247		$	742,249

Schedule of reconciliation of operating income (loss) from segments to consolidated

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Operating Income (Loss):
Search & Applications	$	70,337		$	86,983
The Match Group	39,803			37,359
Media	(8,566		)	(7,157		)
eCommerce	(1,561		)	(4,493		)
Corporate	(28,301		)	(28,141		)
Total	$	71,712		$	84,551

Schedule of reconciliation of Adjusted EBITDA from segments to consolidated

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Adjusted EBITDA:
Search & Applications	$	82,071		$	97,514
The Match Group	47,430			47,906
Media	(7,864		)	(6,180		)
eCommerce	2,804			723
Corporate	(16,346		)	(13,197		)
Total	$	108,095		$	126,766

Schedule of revenue and long-lived assets, excluding goodwill and intangible assets, by geography

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:

	Three Months Ended March 31,
	2014		2013
	(In thousands)
Revenue:
United States	$	504,403	$	514,614
All other countries	235,844		227,635
Total	$	740,247	$	742,249

	March 31, 2014		December 31, 2013
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
United States	$	269,057	$	271,916
All other countries	22,054		22,048
Total	$	291,111	$	293,964

Schedule of reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments

The following tables reconcile Adjusted EBITDA to operating income (loss) for the Company's reportable segments:

	Three Months Ended March 31, 2014
	Adjusted EBITDA			Non-Cash Compensation Expense			Depreciation			Amortization of Intangibles			Acquisition-related Contingent Consideration Fair Value Adjustments		Operating Income (Loss)
	(In thousands)
Search & Applications	$	82,071		$	—		$	(4,465	)	$	(7,269	)	$	—	$	70,337
The Match Group	47,430			(17		)	(5,800		)	(1,837		)	27		39,803
Media	(7,864		)	(164		)	(282		)	(256		)	—		(8,566		)
eCommerce	2,804			—			(1,748		)	(2,617		)	—		(1,561		)
Corporate	(16,346		)	(9,432		)	(2,523		)	—			—		(28,301		)
Total	$	108,095		$	(9,613	)	$	(14,818	)	$	(11,979	)	$	27	$	71,712

	Three Months Ended March 31, 2013
	Adjusted EBITDA			Non-Cash Compensation Expense			Depreciation			Amortization of Intangibles			Acquisition-related Contingent Consideration Fair Value Adjustments			Operating Income (Loss)
	(In thousands)
Search & Applications	$	97,514		$	(3	)	$	(3,865	)	$	(6,663	)	$	—		$	86,983
The Match Group	47,906			157			(4,706		)	(4,540		)	(1,458		)	37,359
Media	(6,180		)	(205		)	(523		)	(249		)	—			(7,157		)
eCommerce	723			29			(2,619		)	(2,626		)	—			(4,493		)
Corporate	(13,197		)	(12,641		)	(2,303		)	—			—			(28,141		)
Total	$	126,766		$	(12,663	)	$	(14,016	)	$	(14,078	)	$	(1,458	)	$	84,551

XML

GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details3) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities attributable to continuing operations	$ 42,704	$ 92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(77,981)	(29,194)
Capital expenditures	(9,721)	(33,638)
Proceeds from maturities and sales of marketable debt securities	0	12,500
Purchases of marketable debt securities	(32,848)	0
Purchases of long-term investments	(7,861)	(975)
Other, net	(157)	(837)
Net cash used in investing activities attributable to continuing operations	(128,568)	(52,144)
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock	0	(88,605)
Issuance of common stock, net of withholding taxes	920	552
Dividends	(20,004)	(21,429)
Excess tax benefits from stock-based awards	24,203	12,530
Principal payments on long-term debt	0	(15,844)
Payments to Noncontrolling Interests	(30,000)	0
Funds returned from escrow for Meetic tender offer	12,354	0
Other, net	(295)	(1,101)
Net cash used in financing activities attributable to continuing operations	(12,822)	(113,897)
Total cash used in continuing operations	(98,686)	(73,679)
Total cash (used in) provided by discontinued operations	(63)	2,425
Effect of exchange rate changes on cash and cash equivalents	1,616	(4,966)
Net decrease in cash and cash equivalents	(97,133)	(76,220)
Cash and cash equivalents at beginning of period	1,100,444	749,977
Cash and cash equivalents at end of period	1,003,311	673,757
IAC
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities attributable to continuing operations	(29,250)	(1,106)
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	0	0
Capital expenditures	(985)	(78)
Proceeds from maturities and sales of marketable debt securities		12,500
Purchases of marketable debt securities	(32,848)
Purchases of long-term investments	(3,000)	0
Other, net	2	(55)
Net cash used in investing activities attributable to continuing operations	(36,831)	12,367
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock		(88,605)
Issuance of common stock, net of withholding taxes	920	552
Dividends	(20,004)	(21,429)
Excess tax benefits from stock-based awards	15,610	12,530
Principal payments on long-term debt		(15,844)
Payments to Noncontrolling Interests	0
Funds returned from escrow for Meetic tender offer	0
Intercompany Financing Activites	(41,436)	29,317
Other, net	(374)	(927)
Net cash used in financing activities attributable to continuing operations	(45,284)	(84,406)
Total cash used in continuing operations	(111,365)	(73,145)
Total cash (used in) provided by discontinued operations	(50)	2,426
Effect of exchange rate changes on cash and cash equivalents	0	0
Net decrease in cash and cash equivalents	(111,415)	(70,719)
Cash and cash equivalents at beginning of period	782,022	501,075
Cash and cash equivalents at end of period	670,607	430,356
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities attributable to continuing operations	73,160	106,037
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(51,263)	(6,060)
Capital expenditures	(5,661)	(28,920)
Proceeds from maturities and sales of marketable debt securities		0
Purchases of marketable debt securities	0
Purchases of long-term investments	(3,286)	0
Other, net	0	0
Net cash used in investing activities attributable to continuing operations	(60,210)	(34,980)
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock
Issuance of common stock, net of withholding taxes
Dividends
Excess tax benefits from stock-based awards
Principal payments on long-term debt		0
Payments to Noncontrolling Interests	(30,000)
Funds returned from escrow for Meetic tender offer	0
Intercompany Financing Activites	17,051	(71,056)
Other, net		(29)
Net cash used in financing activities attributable to continuing operations	(12,949)	(71,085)
Total cash used in continuing operations	1	(28)
Total cash (used in) provided by discontinued operations
Effect of exchange rate changes on cash and cash equivalents	(1)	28
Net decrease in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities attributable to continuing operations	(1,206)	(12,569)
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(26,718)	(23,134)
Capital expenditures	(3,075)	(4,640)
Proceeds from maturities and sales of marketable debt securities		0
Purchases of marketable debt securities	0
Purchases of long-term investments	(1,575)	(975)
Other, net	(159)	(782)
Net cash used in investing activities attributable to continuing operations	(31,527)	(29,531)
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock
Issuance of common stock, net of withholding taxes
Dividends
Excess tax benefits from stock-based awards	8,593
Principal payments on long-term debt		0
Payments to Noncontrolling Interests	0
Funds returned from escrow for Meetic tender offer	12,354
Intercompany Financing Activites	24,385	41,739
Other, net	79	(145)
Net cash used in financing activities attributable to continuing operations	45,411	41,594
Total cash used in continuing operations	12,678	(506)
Total cash (used in) provided by discontinued operations	(13)	(1)
Effect of exchange rate changes on cash and cash equivalents	1,617	(4,994)
Net decrease in cash and cash equivalents	14,282	(5,501)
Cash and cash equivalents at beginning of period	318,422	248,902
Cash and cash equivalents at end of period	332,704	243,401
Total Eliminations
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities attributable to continuing operations	0	0
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	0	0
Capital expenditures	0	0
Proceeds from maturities and sales of marketable debt securities		0
Purchases of marketable debt securities	0
Purchases of long-term investments	0	0
Other, net	0	0
Net cash used in investing activities attributable to continuing operations	0	0
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock		0
Issuance of common stock, net of withholding taxes	0	0
Dividends	0	0
Excess tax benefits from stock-based awards	0	0
Principal payments on long-term debt		0
Payments to Noncontrolling Interests	0
Funds returned from escrow for Meetic tender offer	0
Intercompany Financing Activites	0	0
Other, net	0	0
Net cash used in financing activities attributable to continuing operations	0	0
Total cash used in continuing operations	0	0
Total cash (used in) provided by discontinued operations	0	0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net decrease in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0	0
IAC Consolidated
Condensed Financial Statements, Captions [Line Items]
Net cash (used in) provided by operating activities attributable to continuing operations	42,704	92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(77,981)	(29,194)
Capital expenditures	(9,721)	(33,638)
Proceeds from maturities and sales of marketable debt securities		12,500
Purchases of marketable debt securities	(32,848)
Purchases of long-term investments	(7,861)	(975)
Other, net	(157)	(837)
Net cash used in investing activities attributable to continuing operations	(128,568)	(52,144)
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock		(88,605)
Issuance of common stock, net of withholding taxes	920	552
Dividends	(20,004)	(21,429)
Excess tax benefits from stock-based awards	24,203	12,530
Principal payments on long-term debt		(15,844)
Payments to Noncontrolling Interests	(30,000)
Funds returned from escrow for Meetic tender offer	12,354
Intercompany Financing Activites	0	0
Other, net	(295)	(1,101)
Net cash used in financing activities attributable to continuing operations	(12,822)	(113,897)
Total cash used in continuing operations	(98,686)	(73,679)
Total cash (used in) provided by discontinued operations	(63)	2,425
Effect of exchange rate changes on cash and cash equivalents	1,616	(4,966)
Net decrease in cash and cash equivalents	(97,133)	(76,220)
Cash and cash equivalents at beginning of period	1,100,444	749,977
Cash and cash equivalents at end of period	$ 1,003,311	$ 673,757

XML

SEGMENT INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Segment reporting information
Revenue	$ 740,247	$ 742,249
Operating income	71,712	84,551
Adjusted EBITDA	108,095	126,766
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments
Non-Cash Compensation Expense	(9,613)	(12,663)
Depreciation	(14,818)	(14,016)
Amortization of Intangibles	(11,979)	(14,078)
Acquisition-related contingent consideration fair value adjustments	27	(1,458)
Operating income	71,712	84,551
Search & Applications
Segment reporting information
Revenue	398,035	397,192
Operating income	70,337	86,983
Adjusted EBITDA	82,071	97,514
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments
Non-Cash Compensation Expense	0	(3)
Depreciation	(4,465)	(3,865)
Amortization of Intangibles	(7,269)	(6,663)
Operating income	70,337	86,983
The Match Group
Segment reporting information
Revenue	211,187	192,875
Operating income	39,803	37,359
Adjusted EBITDA	47,430	47,906
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments
Non-Cash Compensation Expense	(17)	157
Depreciation	(5,800)	(4,706)
Amortization of Intangibles	(1,837)	(4,540)
Acquisition-related contingent consideration fair value adjustments	27	(1,458)
Operating income	39,803	37,359
Media
Segment reporting information
Revenue	36,355	44,995
Operating income	(8,566)	(7,157)
Adjusted EBITDA	(7,864)	(6,180)
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments
Non-Cash Compensation Expense	(164)	(205)
Depreciation	(282)	(523)
Amortization of Intangibles	(256)	(249)
Operating income	(8,566)	(7,157)
eCommerce
Segment reporting information
Revenue	94,842	107,297
Operating income	(1,561)	(4,493)
Adjusted EBITDA	2,804	723
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments
Non-Cash Compensation Expense	0	29
Depreciation	(1,748)	(2,619)
Amortization of Intangibles	(2,617)	(2,626)
Operating income	(1,561)	(4,493)
Corporate
Segment reporting information
Operating income	(28,301)	(28,141)
Adjusted EBITDA	(16,346)	(13,197)
Reconciliation of Adjusted EBITDA to operating income (loss) for the entity's reportable segments
Non-Cash Compensation Expense	(9,432)	(12,641)
Depreciation	(2,523)	(2,303)
Operating income	(28,301)	(28,141)
Total Eliminations
Segment reporting information
Revenue	$ (172)	$ (110)

XML

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

IAC is a leading media and Internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor and Vimeo. Focused on the areas of search, applications, online dating, media and eCommerce, IAC's family of websites is one of the largest in the world, with over a billion monthly visits across more than 100 countries. IAC includes its Search & Applications, The Match Group, Media and eCommerce reportable segments, as well as investments in unconsolidated affiliates.

All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp.

Change in Reportable Segments

During the first quarter of 2014, IAC realigned its reportable segments as follows:

• The Company created a new segment called "The Match Group" that includes Match, which was previously reported as its own separate segment, and DailyBurn and Tutor, which were previously in the Media and Other segments, respectively.

• The businesses within the Local segment, HomeAdvisor, Felix and, for periods prior to July 1, 2013, CityGrid Media, were moved to the eCommerce segment, formerly called the Other segment.

• There were no changes to the Search & Applications segment.

New Non-GAAP Measure

In addition, the Company introduced Adjusted EBITDA, a new non-GAAP financial measure, beginning with the first quarter of 2014. Going forward, the Company plans to regularly report Adjusted EBITDA and will no longer report Operating Income Before Amortization. We believe Adjusted EBITDA is a useful measure for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments.

Refer to Note 8 to the consolidated financial statements for the reconciliation of Adjusted EBITDA to operating income (loss) by reportable segment.

Basis of Presentation

The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2013.

Accounting Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of marketable securities and other investments; the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recovery of definite-lived intangible assets and property and equipment; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts and revenue reserves; the fair value of acquisition-related contingent consideration; the reserves for income tax contingencies; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

Certain Risks and Concentrations

A substantial portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google"), which expires on March 31, 2016. Our services agreement requires that we comply with certain guidelines promulgated by Google. Subject to certain limitations, Google may unilaterally update its policies and guidelines, which could require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. For the three months ended March 31, 2014 and 2013, revenue earned from Google is $355.6 million and $376.1 million, respectively. This revenue is earned by the businesses comprising the Search & Applications segment. Accounts receivable related to revenue earned from Google totaled $128.0 million and $112.3 million at March 31, 2014 and December 31, 2013, respectively.

Recent Accounting Pronouncement

In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results. The revised guidance is effective for annual fiscal periods beginning after December 15, 2014. Early adoption is permitted. The Company is evaluating the impact the revised guidance will have on our consolidated financial statements.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

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MARKETABLE SECURITIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Current available-for-sale marketable securities
Amortized Cost	$ 34,278	$ 1,220
Gross Unrealized Gains	5,283	4,784
Gross Unrealized Losses	(18)	0
Marketable securities	39,543	6,004
Contractual maturities of debt securities classified as available-for-sale
Due in one year or less, amortized cost	6,081
Due after one year through five years, amortized cost	27,883
Total Amortized Cost	33,964
Due in one year or less, fair value	6,082
Due after one year through five years, fair value	27,879
Total, Estimated Fair Value	33,961
Total debt securities
Current available-for-sale marketable securities
Amortized Cost	33,964	1,004
Gross Unrealized Gains	15	4
Gross Unrealized Losses	(18)	0
Marketable securities	33,961	1,008
Corporate debt securities
Current available-for-sale marketable securities
Amortized Cost	33,964	1,004
Gross Unrealized Gains	15	4
Gross Unrealized Losses	(18)	0
Marketable securities	33,961	1,008
Equity securities
Current available-for-sale marketable securities
Amortized Cost	314	216
Gross Unrealized Gains	5,268	4,780
Gross Unrealized Losses	0	0
Marketable securities	$ 5,582	$ 4,996

XML

INCOME TAXES (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 21,385,000	$ 25,746,000
Effective tax rate (as a percent)	38.00%	33.00%
Federal statutory rate (as a percent)	35.00%	35.00%
Total unrecognized tax benefits including interest	411,800,000		408,800,000
Unrecognized tax benefits, including interest, increased due principally to interest accruals	3,000,000
Portion of unrecognized tax benefits included in income taxes payable	409,400,000
Portion of unrecognized tax benefits related to deferred tax assets included in deferred income taxes	2,100,000
Portion of unrecognized tax benefits included in accrued expenses and other current liabilities	300,000
Unrecognized tax benefits, tax positions for which the ultimate deductibility is highly certain but timing is uncertain	43,100,000
Unrecognized tax benefit, if recognized would reduce income tax expense for continuing operations	124,000,000
Unrecognized tax benefit, if recognized would reduce income tax expense for discontinued operations	173,800,000
Interest expense related to unrecognized tax benefits from continuing operations	1,600,000	1,300,000
Interest expense related to unrecognized tax benefits from discontinued operations	800,000	1,000,000
Accrued interest on unrecognized tax benefits	137,000,000		133,000,000
Accrued penalties on unrecognized tax benefits	$ 5,300,000		$ 5,100,000

XML

MARKETABLE SECURITIES (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014 investment	Mar. 31, 2013	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale, Securities in Unrealized Loss Positions, Qualitative Disclosure, Number of Positions, Less than One Year	4
Marketable securities	$ 39,543		$ 6,004
Available-for-sale Securities, Gross Unrealized Loss	(18)		0
Proceeds from maturities and sales of current and non-current available-for-sale marketable securities and related gross realized gains and losses
Proceeds from maturities and sales of available-for-sale marketable securities	0	12,500
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	16,174		0
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Loss	(18)	0
Marketable securities	33,961		1,008
Available-for-sale Securities, Gross Unrealized Loss	(18)		0
Total
Schedule of Available-for-sale Securities [Line Items]
Marketable securities	16,174		0
Available-for-sale Securities, Gross Unrealized Loss	$ (18)	$ 0

XML

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assets:
Marketable securities	$ 39,543	$ 6,004
Fair value on a recurring basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1)
Assets:
Total Assets	441,850	715,014
Fair value on a recurring basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Cash equivalents:	426,050	698,307
Fair value on a recurring basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Equity securities
Assets:
Marketable securities	5,582	4,996
Long-term investments:	10,218	11,711
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2)
Assets:
Total Assets	272,589	45,333
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper
Assets:
Cash equivalents:	184,005	12,000
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Time deposits
Assets:
Cash equivalents:	54,623	32,325
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Corporate debt securities
Assets:
Marketable securities	33,961	1,008
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3)
Assets:
Total Assets	9,150	8,920
Liabilities:
Contingent consideration arrangement	(48,758)	(45,828)
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | Auction rate security
Assets:
Long-term investments:	9,150	8,920
Fair value on a recurring basis | Fair value
Assets:
Total Assets	723,589	769,267
Liabilities:
Contingent consideration arrangement	(48,758)	(45,828)
Fair value on a recurring basis | Fair value | Money market funds
Assets:
Cash equivalents:	426,050	698,307
Fair value on a recurring basis | Fair value | Commercial paper
Assets:
Cash equivalents:	184,005	12,000
Fair value on a recurring basis | Fair value | Time deposits
Assets:
Cash equivalents:	54,623	32,325
Fair value on a recurring basis | Fair value | Corporate debt securities
Assets:
Marketable securities	33,961	1,008
Fair value on a recurring basis | Fair value | Equity securities
Assets:
Marketable securities	5,582	4,996
Long-term investments:	10,218	11,711
Fair value on a recurring basis | Fair value | Auction rate security
Assets:
Long-term investments:	$ 9,150	$ 8,920

XML

CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities attributable to continuing operations:
Net earnings	$ 33,491	$ 51,765
Less: loss from discontinued operations, net of tax	(814)	(944)
Earnings from continuing operations	34,305	52,709
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
Non-cash compensation expense	9,613	12,663
Depreciation	14,818	14,016
Amortization of intangibles	11,979	14,078
Excess Tax Benefit from Share-based Compensation, Operating Activities	(24,203)	(12,530)
Deferred income taxes	3,799	(11,010)
Equity in losses of unconsolidated affiliates	1,935	91
Acquisition-related contingent consideration fair value adjustments	(27)	1,458
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(20,387)	(4,635)
Other assets	(4,100)	(8,001)
Accounts payable and other current liabilities	(11,655)	(12,929)
Income taxes payable	6,697	35,196
Deferred revenue	16,917	7,827
Other, net	3,013	3,429
Net cash provided by operating activities attributable to continuing operations	42,704	92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(77,981)	(29,194)
Capital expenditures	(9,721)	(33,638)
Proceeds from maturities and sales of marketable debt securities	0	12,500
Purchases of marketable debt securities	(32,848)	0
Purchases of long-term investments	(7,861)	(975)
Other, net	(157)	(837)
Net cash used in investing activities attributable to continuing operations	(128,568)	(52,144)
Cash flows from financing activities attributable to continuing operations:
Purchase of treasury stock	0	(88,605)
Issuance of common stock, net of withholding taxes	920	552
Dividends	(20,004)	(21,429)
Excess tax benefits from stock-based awards	24,203	12,530
Payments to Noncontrolling Interests	(30,000)	0
Funds returned from escrow for Meetic tender offer	12,354	0
Principal payments on long-term debt	0	(15,844)
Other, net	(295)	(1,101)
Net cash used in financing activities attributable to continuing operations	(12,822)	(113,897)
Total cash used in continuing operations	(98,686)	(73,679)
Total cash (used in) provided by discontinued operations	(63)	2,425
Effect of exchange rate changes on cash and cash equivalents	1,616	(4,966)
Net decrease in cash and cash equivalents	(97,133)	(76,220)
Cash and cash equivalents at beginning of period	1,100,444	749,977
Cash and cash equivalents at end of period	$ 1,003,311	$ 673,757

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details 1)	3 Months Ended	12 Months Ended				3 Months Ended		12 Months Ended	3 Months Ended
	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2014 Twoo [Member]	Jan. 04, 2013 Twoo [Member] USD ($)	Jan. 04, 2013 Twoo [Member] EUR (€)	Mar. 31, 2014 Auction rate security USD ($)	Mar. 31, 2013 Auction rate security USD ($)	Dec. 31, 2013 Auction rate security USD ($)	Mar. 31, 2014 Contingent Consideration Arrangement USD ($)	Mar. 31, 2013 Contingent Consideration Arrangement USD ($)	Mar. 31, 2014 Carrying value USD ($)	Dec. 31, 2013 Carrying value USD ($)	Mar. 31, 2014 Fair value USD ($)	Dec. 31, 2013 Fair value USD ($)
Assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
Long-term debt	$ (1,080,000,000)	$ (1,080,000,000)									$ (1,080,000,000)	$ (1,080,000,000)
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings									27,000	(1,458,000)
Changes in assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
Balance at the beginning of the period, assets						8,920,000	8,100,000	8,100,000
Total net gains (losses) included in other comprehensive income (loss)						230,000	480,000
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Other Comprehensive Income (Loss)									(363,000)	0
Balance at the end of the period, assets						9,150,000	8,580,000	8,920,000
Changes in liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3)
Balance at the beginning of the period									(45,828,000)	(1,909,000)
Fair value at date of acquisition									(2,835,000)	(41,387,000)
Settlements									241,000	177,000
Balance at the end of the period									(48,758,000)	(44,577,000)
Auction rate securities
Cost basis						10,000,000		0
Gross unrealized losses	18,000	0				900,000		1,100,000
Acquisition information
Business Acquisition Contingent Consideration Maximum Amount At Balance Sheet date	138,300,000
Business Acquisition Contingent Consideration Fair Value at Balance Sheet Date With A Maximum Limit	47,400,000
Business Acquisition Contingent Consideration Fair value at Balance Sheet Date Without a Limit	1,400,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High				114,800,000	83,200,000
Fair Value of contingent consideration discount rate for risk			15.00%
Business Acquisition, Contingent Consideration, at Fair Value, Current	8,000,000
Business Acquisition, Contingent Consideration, at Fair Value, Noncurrent	40,800,000
Long-term Debt, Fair Value													(1,096,897,000)	(1,058,396,000)
Assets measured at fair value on a nonrecurring basis
Cost Method Investments	$ 144,800,000	$ 137,300,000

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GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 1,003,311	$ 1,100,444	$ 673,757	$ 749,977
Marketable securities	39,543	6,004
Accounts receivable, net	241,017	207,408
Other current assets	187,205	161,530
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	291,111	293,964
Goodwill	1,715,601	1,675,323
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	472,237	445,336
Other non-current assets	89,749	164,685
TOTAL ASSETS	4,224,056	4,234,684
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade	67,516	77,653
Long-term debt	1,080,000	1,080,000
Income taxes payable	420,256	416,384
Other long-term liabilities	61,706	58,393
Redeemable noncontrolling interests	25,885	42,861
IAC shareholders' equity	1,709,494	1,686,736
Noncontrolling interests	1,730	42,665
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	4,224,056	4,234,684
IAC
ASSETS
Cash and cash equivalents	670,607	782,022	430,356	501,075
Marketable securities	33,961	1,007
Accounts receivable, net	30	38
Other current assets	63,187	45,111
Intercompany receivables	0	0
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	5,108	5,316
Goodwill	0	0
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	0	0
Investment in subsidiaries	3,857,408	3,833,751
Other non-current assets	85,073	83,207
TOTAL ASSETS	4,715,374	4,750,452
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade	5,023	4,310
Other Liabilities, Current	40,684	41,623
Long-term debt	1,000,000	1,000,000
Income taxes payable	386,168	383,926
Intercompany liabilities	1,354,867	1,416,453
Other long-term liabilities	219,138	217,404
Redeemable noncontrolling interests	0	0
IAC shareholders' equity	1,709,494	1,686,736
Noncontrolling interests	0	0
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	4,715,374	4,750,452
Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	0	0	0	0
Marketable securities	0	0
Accounts receivable, net	148,753	134,307
Other current assets	75,085	73,487
Intercompany receivables	524,844	564,999
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	218,643	220,756
Goodwill	1,185,760	1,180,159
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	293,311	301,513
Investment in subsidiaries	825,826	782,840
Other non-current assets	19,132	15,485
TOTAL ASSETS	3,291,354	3,273,546
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade	33,202	51,302
Other Liabilities, Current	269,022	254,882
Long-term debt	80,000	80,000
Income taxes payable	7,785	6,768
Intercompany liabilities	0	0
Other long-term liabilities	94,941	96,091
Redeemable noncontrolling interests	0	0
IAC shareholders' equity	2,806,404	2,784,503
Noncontrolling interests	0	0
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	3,291,354	3,273,546
Non-Guarantor Subsidiaries
ASSETS
Cash and cash equivalents	332,704	318,422	243,401	248,902
Marketable securities	5,582	4,997
Accounts receivable, net	92,234	73,063
Other current assets	49,977	43,746
Intercompany receivables	830,023	851,454
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	67,360	67,892
Goodwill	529,841	495,164
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	178,926	143,823
Investment in subsidiaries	0	0
Other non-current assets	175,914	252,612
TOTAL ASSETS	2,262,561	2,251,173
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade	29,291	22,041
Other Liabilities, Current	223,421	212,739
Long-term debt	0	0
Income taxes payable	26,303	25,690
Intercompany liabilities	0	0
Other long-term liabilities	79,101	73,089
Redeemable noncontrolling interests	25,885	42,861
IAC shareholders' equity	1,876,830	1,832,088
Noncontrolling interests	1,730	42,665
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	2,262,561	2,251,173
Total Eliminations
ASSETS
Cash and cash equivalents	0	0	0	0
Marketable securities	0	0
Accounts receivable, net	0	0
Other current assets	(1,044)	(814)
Intercompany receivables	(1,354,867)	(1,416,453)
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	0	0
Goodwill	0	0
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	0	0
Investment in subsidiaries	(4,683,234)	(4,616,591)
Other non-current assets	(6,088)	(6,629)
TOTAL ASSETS	(6,045,233)	(6,040,487)
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade	0	0
Other Liabilities, Current	0	0
Long-term debt	0	0
Income taxes payable	0	0
Intercompany liabilities	(1,354,867)	(1,416,453)
Other long-term liabilities	(7,132)	(7,443)
Redeemable noncontrolling interests	0	0
IAC shareholders' equity	(4,683,234)	(4,616,591)
Noncontrolling interests	0	0
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	(6,045,233)	(6,040,487)
IAC Consolidated
ASSETS
Cash and cash equivalents	1,003,311	1,100,444	673,757	749,977
Marketable securities	39,543	6,004
Accounts receivable, net	241,017	207,408
Other current assets	187,205	161,530
Intercompany receivables	0	0
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	291,111	293,964
Goodwill	1,715,601	1,675,323
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	472,237	445,336
Investment in subsidiaries	0	0
Other non-current assets	274,031	344,675
TOTAL ASSETS	4,224,056	4,234,684
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable, trade	67,516	77,653
Other Liabilities, Current	533,127	509,244
Long-term debt	1,080,000	1,080,000
Income taxes payable	420,256	416,384
Intercompany liabilities	0	0
Other long-term liabilities	386,048	379,141
Redeemable noncontrolling interests	25,885	42,861
IAC shareholders' equity	1,709,494	1,686,736
Noncontrolling interests	1,730	42,665
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 4,224,056	$ 4,234,684

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CONSOLIDATED BALANCE SHEET (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 1,003,311	$ 1,100,444
Marketable securities	39,543	6,004
Accounts receivable, net of allowance of $9,523 and $8,540 respectively	241,017	207,408
Other current assets	187,205	161,530
Total current assets	1,471,076	1,475,386
Property and equipment, net of accumulated depreciation and amortization of $277,498 and $265,298, respectively	291,111	293,964
Goodwill	1,715,601	1,675,323
Intangible assets, net of accumulated amortization of $93,366 and $83,310, respectively	472,237	445,336
Long-term investments	184,282	179,990
Other non-current assets	89,749	164,685
TOTAL ASSETS	4,224,056	4,234,684
LIABILITIES:
Accounts payable, trade	67,516	77,653
Deferred revenue	175,897	158,206
Accrued expenses and other current liabilities	357,230	351,038
Total current liabilities	600,643	586,897
Long-term debt	1,080,000	1,080,000
Income taxes payable	420,256	416,384
Deferred income taxes	324,342	320,748
Other long-term liabilities	61,706	58,393
Redeemable noncontrolling interests	25,885	42,861
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Additional paid-in capital	11,375,124	11,562,567
Retained earnings (accumulated deficit)	3,150	(32,735)
Accumulated other comprehensive loss	(7,697)	(13,046)
Treasury stock 184,182,001 and 184,945,527 shares, respectively	(9,661,350)	(9,830,317)
Total IAC shareholders' equity	1,709,494	1,686,736
Noncontrolling interests	1,730	42,665
Total shareholders' equity	1,711,224	1,729,401
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	4,224,056	4,234,684
Common Stock
SHAREHOLDERS' EQUITY:
Common stock	251	251
Class B Convertible Common Stock
SHAREHOLDERS' EQUITY:
Common stock	$ 16	$ 16

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Change in net unrealized gains on available-for-sale securities, tax	$ 573	$ 824

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Numerator: Basic
Earnings from continuing operations	$ 34,305	$ 52,709
Net loss attributable to noncontrolling interests	2,394	1,872
Earnings from continuing operations attributable to IAC shareholders	36,699	54,581
Loss from discontinued operations attributable to IAC shareholders	(814)	(944)
Net earnings attributable to IAC shareholders	35,885	53,637
Numerator: Diluted
Earnings from continuing operations	34,305	52,709
Net loss attributable to noncontrolling interests	2,394	1,872
Earnings from continuing operations attributable to IAC shareholders	36,699	54,581
Loss from discontinued operations attributable to IAC shareholders	(814)	(944)
Net earnings attributable to IAC shareholders	$ 35,885	$ 53,637
Denominator: Basic
Weighted average basic shares outstanding	82,484	84,218
Denominator: Diluted
Weighted average basic shares outstanding	82,484	84,218
Dilutive securities including stock options and RSUs (in shares)	4,720	3,162
Denominator for earnings per share-weighted average shares (in shares)	87,204	87,380
Earnings (loss) per share attributable to IAC shareholders: Basic
Earnings per share from continuing operations (in dollars per share)	$ 0.44	$ 0.65
Discontinued operations (in dollars per share)	$ 0.00	$ (0.01)
Earnings per share (in dollars per share)	$ 0.44	$ 0.64
Earnings (loss) per share attributable to IAC shareholders: Diluted
Earnings per share from continuing operations (in dollars per share)	$ 0.42	$ 0.62
Discontinued operations (in dollars per share)	$ (0.01)	$ (0.01)
Earnings per share (in dollars per share)	$ 0.41	$ 0.61

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The balance of long-term debt is comprised of:

	March 31, 2014		December 31, 2013
	(In thousands)
4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commences May 30, 2014	$	500,000	$	500,000
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013	500,000		500,000
5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035; interest payable each March 1 and September 1, which commenced March 1, 2006	80,000		80,000
Total long-term debt	$	1,080,000	$	1,080,000

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EARNINGS PER SHARE (Details 2)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Anti-dilutive weighted average common shares
Dilutive securities including stock options and RSUs (in shares)	4,720,000	3,162,000
RSUs
Anti-dilutive weighted average common shares
Potentially dilutive securities excluded from calculation of diluted earnings per share (in shares)	0	3,400,000

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Computation of basic and diluted earnings per share

The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders.

	Three Months Ended March 31,
	2014						2013
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Earnings from continuing operations	$	34,305		$	34,305		$	52,709		$	52,709
Net loss attributable to noncontrolling interests	2,394			2,394			1,872			1,872
Earnings from continuing operations attributable to IAC shareholders	36,699			36,699			54,581			54,581
Loss from discontinued operations attributable to IAC shareholders	(814		)	(814		)	(944		)	(944		)
Net earnings attributable to IAC shareholders	$	35,885		$	35,885		$	53,637		$	53,637
Denominator:
Weighted average basic shares outstanding	82,484			82,484			84,218			84,218
Dilutive securities including stock options and RSUs(a)	—			4,720			—			3,162
Denominator for earnings per share—weighted average shares(a)	82,484			87,204			84,218			87,380
Earnings (loss) per share attributable to IAC shareholders:
Earnings per share from continuing operations	$	0.44		$	0.42		$	0.65		$	0.62
Discontinued operations	—			(0.01		)	(0.01		)	(0.01		)
Earnings per share	$	0.44		$	0.41		$	0.64		$	0.61

____________________________________________

^(a)  If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and vesting of restricted stock units ("RSUs"). For the three months ended March 31, 2014, there are no securities that are excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2013, approximately 3.4 million shares related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

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CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (USD $) In Thousands, unless otherwise specified	Total	IAC	Common Stock	Common Stock Class B Convertible Common Stock	Additional Paid-in Capital	(Accumulated Deficit) Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Noncontrolling Interests	Redeemable Noncontrolling Interests
Redeemable noncontrolling interests, balance at Dec. 31, 2013	$ 42,861									$ 42,861
Balance at Dec. 31, 2013	1,729,401	1,686,736	251	16	11,562,567	(32,735)	(13,046)	(9,830,317)	42,665
Balance (in shares) at Dec. 31, 2013			250,982	16,157
Increase (Decrease) in Shareholders' Equity
Net (loss) earnings for the three months ended March 31, 2014	35,885	35,885				35,885			0
Redeemable noncontrolling interests, net loss for the three months ended March 31, 2014										(2,394)
Other comprehensive (loss) income, net of tax	5,448	5,349					5,349		99
Non-cash compensation expense	9,613	9,596			9,596				17
Redeemable noncontrolling interests, other comprehensive loss, net of tax										(182)
Issuance of common stock upon exercise of stock options, vesting of restricted stock units and other, net of withholding taxes	1,035	1,035			(167,932)			168,967
Income tax benefit related to the exercise of stock options, vesting of restricted stock units and other	24,145	24,145			24,145
Dividends	(19,494)	(19,494)			(19,494)
Purchase of redeemable noncontrolling interests	(50,347)								(50,347)	(38,893)
Adjustment of redeemable noncontrolling interests and noncontrolling interests to fair value	(24,462)	(33,758)			(33,758)				9,296	24,462
Redeemable noncontrolling interests, other										31
Redeemable noncontrolling interests, balance at Mar. 31, 2014	25,885									25,885
Balance at Mar. 31, 2014	$ 1,711,224	$ 1,709,494	$ 251	$ 16	$ 11,375,124	$ 3,150	$ (7,697)	$ (9,661,350)	$ 1,730
Balance (in shares) at Mar. 31, 2014			250,982	16,157

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CONSOLIDATED BALANCE SHEET (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts receivable, allowance (in dollars)	$ 9,523	$ 8,540
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment (in dollars)	$ 277,498	$ 265,298
Treasury stock, shares	184,182,001	184,945,527
Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	1,600,000,000	1,600,000,000
Common stock, issued shares	250,982,079	250,982,079
Common stock, outstanding shares	77,168,078	76,404,552
Class B Convertible Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized shares	400,000,000	400,000,000
Common stock, issued shares	16,157,499	16,157,499
Common stock, outstanding shares	5,789,499	5,789,499

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CONTINGENCIES

3 Months Ended

Mar. 31, 2013

Loss Contingency [Abstract]

CONTINGENCIES

CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 25, 2014 Common Stock	Apr. 25, 2014 Class B Convertible Common Stock
Entity Registrant Name	IAC/INTERACTIVECORP
Entity Central Index Key	0000891103
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		77,250,103	5,789,499

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GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

3 Months Ended

Mar. 31, 2014

Guarantor and Nonguarantor Financial Statements [Abstract]

GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

The 2013 and 2012 Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries which are 100% owned by the Company. The following tables present condensed consolidating financial information at March 31, 2014 and December 31, 2013 and for the three months ended March 31, 2014 and 2013 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis.

Balance sheet at March 31, 2014:

	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Total Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	670,607	$	—	$	332,704	$	—		$	1,003,311
Marketable securities	33,961		—		5,582		—			39,543
Accounts receivable, net	30		148,753		92,234		—			241,017
Other current assets	63,187		75,085		49,977		(1,044		)	187,205
Intercompany receivables	—		524,844		830,023		(1,354,867		)	—
Property and equipment, net	5,108		218,643		67,360		—			291,111
Goodwill	—		1,185,760		529,841		—			1,715,601
Intangible assets, net	—		293,311		178,926		—			472,237
Investment in subsidiaries	3,857,408		825,826		—		(4,683,234		)	—
Other non-current assets	85,073		19,132		175,914		(6,088		)	274,031
Total assets	$	4,715,374	$	3,291,354	$	2,262,561	$	(6,045,233	)	$	4,224,056
Accounts payable, trade	$	5,023	$	33,202	$	29,291	$	—		$	67,516
Other current liabilities	40,684		269,022		223,421		—			533,127
Long-term debt	1,000,000		80,000		—		—			1,080,000
Income taxes payable	386,168		7,785		26,303		—			420,256
Intercompany liabilities	1,354,867		—		—		(1,354,867		)	—
Other long-term liabilities	219,138		94,941		79,101		(7,132		)	386,048
Redeemable noncontrolling interests	—		—		25,885		—			25,885
IAC shareholders' equity	1,709,494		2,806,404		1,876,830		(4,683,234		)	1,709,494
Noncontrolling interests	—		—		1,730		—			1,730
Total liabilities and shareholders' equity	$	4,715,374	$	3,291,354	$	2,262,561	$	(6,045,233	)	$	4,224,056

Balance sheet at December 31, 2013:

	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Total Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	782,022	$	—	$	318,422	$	—		$	1,100,444
Marketable securities	1,007		—		4,997		—			6,004
Accounts receivable, net	38		134,307		73,063		—			207,408
Other current assets	45,111		73,487		43,746		(814		)	161,530
Intercompany receivables	—		564,999		851,454		(1,416,453		)	—
Property and equipment, net	5,316		220,756		67,892		—			293,964
Goodwill	—		1,180,159		495,164		—			1,675,323
Intangible assets, net	—		301,513		143,823		—			445,336
Investment in subsidiaries	3,833,751		782,840		—		(4,616,591		)	—
Other non-current assets	83,207		15,485		252,612		(6,629		)	344,675
Total assets	$	4,750,452	$	3,273,546	$	2,251,173	$	(6,040,487	)	$	4,234,684
Accounts payable, trade	$	4,310	$	51,302	$	22,041	$	—		$	77,653
Other current liabilities	41,623		254,882		212,739		—			509,244
Long-term debt	1,000,000		80,000		—		—			1,080,000
Income taxes payable	383,926		6,768		25,690		—			416,384
Intercompany liabilities	1,416,453		—		—		(1,416,453		)	—
Other long-term liabilities	217,404		96,091		73,089		(7,443		)	379,141
Redeemable noncontrolling interests	—		—		42,861		—			42,861
IAC shareholders' equity	1,686,736		2,784,503		1,832,088		(4,616,591		)	1,686,736
Noncontrolling interests	—		—		42,665		—			42,665
Total liabilities and shareholders' equity	$	4,750,452	$	3,273,546	$	2,251,173	$	(6,040,487	)	$	4,234,684

Statement of operations for the three months ended March 31, 2014:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	518,264		$	223,587		$	(1,604	)	$	740,247
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	(28		)	116,751			93,431			(960		)	209,194
Selling and marketing expense	192			226,801			72,035			(316		)	298,712
General and administrative expense	22,446			40,991			31,366			13			94,816
Product development expense	1,471			25,969			11,917			(341		)	39,016
Depreciation	329			9,293			5,196			—			14,818
Amortization of intangibles	—			8,277			3,702			—			11,979
Total operating costs and expenses	24,410			428,082			217,647			(1,604		)	668,535
Operating (loss) income	(24,410		)	90,182			5,940			—			71,712
Equity in earnings (losses) of unconsolidated affiliates	54,259			8,422			(27		)	(64,589		)	(1,935		)
Interest expense	(12,985		)	(1,042		)	(37		)	—			(14,064		)
Other income (expense), net	9,699			(8,751		)	(971		)	—			(23		)
Earnings from continuing operations before income taxes	26,563			88,811			4,905			(64,589		)	55,690
Income tax benefit (provision)	10,136			(30,161		)	(1,360		)	—			(21,385		)
Earnings from continuing operations	36,699			58,650			3,545			(64,589		)	34,305
Loss from discontinued operations, net of tax	(814		)	—			(13		)	13			(814		)
Net earnings	35,885			58,650			3,532			(64,576		)	33,491
Net loss attributable to noncontrolling interests	—			—			2,394			—			2,394
Net earnings attributable to IAC shareholders	$	35,885		$	58,650		$	5,926		$	(64,576	)	$	35,885
Comprehensive income attributable to IAC shareholders	$	41,234		$	59,032		$	9,622		$	(68,654	)	$	41,234

Statement of operations for the three months ended March 31, 2013:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	528,644		$	214,642		$	(1,037	)	$	742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	677			153,800			102,151			(779		)	255,849
Selling and marketing expense	431			182,743			59,997			(257		)	242,914
General and administrative expense	22,245			40,273			33,207			(1		)	95,724
Product development expense	899			23,042			11,176			—			35,117
Depreciation	367			9,249			4,400			—			14,016
Amortization of intangibles	—			8,962			5,116			—			14,078
Total operating costs and expenses	24,619			418,069			216,047			(1,037		)	657,698
Operating (loss) income	(24,619		)	110,575			(1,405		)	—			84,551
Equity in earnings (losses) of unconsolidated affiliates	114,550			2,396			(91		)	(116,946		)	(91		)
Interest expense	(6,557		)	(1,065		)	(41		)	—			(7,663		)
Other (expense) income, net	(55,448		)	(18,138		)	75,244			—			1,658
Earnings from continuing operations before income taxes	27,926			93,768			73,707			(116,946		)	78,455
Income tax benefit (provision)	26,655			(33,806		)	(18,595		)	—			(25,746		)
Earnings from continuing operations	54,581			59,962			55,112			(116,946		)	52,709
(Loss) earnings from discontinued operations, net of tax	(944		)	—			7			(7		)	(944		)
Net earnings	53,637			59,962			55,119			(116,953		)	51,765
Net loss attributable to noncontrolling interests	—			8			1,864			—			1,872
Net earnings attributable to IAC shareholders	$	53,637		$	59,970		$	56,983		$	(116,953	)	$	53,637
Comprehensive income attributable to IAC shareholders	$	41,710		$	59,895		$	40,890		$	(100,785	)	$	41,710

Statement of cash flows for the three months ended March 31, 2014:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations		IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations	$	(29,250	)	$	73,160		$	(1,206	)	$	—	$	42,704
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	—			(51,263		)	(26,718		)	—		(77,981		)
Capital expenditures	(985		)	(5,661		)	(3,075		)	—		(9,721		)
Purchases of marketable debt securities	(32,848		)	—			—			—		(32,848		)
Purchases of long-term investments	(3,000		)	(3,286		)	(1,575		)	—		(7,861		)
Other, net	2			—			(159		)	—		(157		)
Net cash used in investing activities attributable to continuing operations	(36,831		)	(60,210		)	(31,527		)	—		(128,568		)
Cash flows from financing activities attributable to continuing operations:
Dividends	(20,004		)	—			—			—		(20,004		)
Issuance of common stock, net of withholding taxes	920			—			—			—		920
Excess tax benefits from stock-based awards	15,610			—			8,593			—		24,203
Purchase of noncontrolling interests	—			(30,000		)	—			—		(30,000		)
Funds returned from escrow for Meetic tender offer	—			—			12,354			—		12,354
Intercompany	(41,436		)	17,051			24,385			—		—
Other, net	(374		)	—			79			—		(295		)
Net cash (used in) provided by financing activities attributable to continuing operations	(45,284		)	(12,949		)	45,411			—		(12,822		)
Total cash (used in) provided by continuing operations	(111,365		)	1			12,678			—		(98,686		)
Total cash used in discontinued operations	(50		)	—			(13		)	—		(63		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)	1,617			—		1,616
Net (decrease) increase in cash and cash equivalents	(111,415		)	—			14,282			—		(97,133		)
Cash and cash equivalents at beginning of period	782,022			—			318,422			—		1,100,444
Cash and cash equivalents at end of period	$	670,607		$	—		$	332,704		$	—	$	1,003,311

Statement of cash flows for the three months ended March 31, 2013:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations		IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations	$	(1,106	)	$	106,037		$	(12,569	)	$	—	$	92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	—			(6,060		)	(23,134		)	—		(29,194		)
Capital expenditures	(78		)	(28,920		)	(4,640		)	—		(33,638		)
Proceeds from maturities and sales of marketable debt securities	12,500			—			—			—		12,500
Purchases of long-term investments	—			—			(975		)	—		(975		)
Other, net	(55		)	—			(782		)	—		(837		)
Net cash provided by (used in) investing activities attributable to continuing operations	12,367			(34,980		)	(29,531		)	—		(52,144		)
Cash flows from financing activities attributable to continuing operations:
Principal payments on long-term debt	(15,844		)	—			—			—		(15,844		)
Purchase of treasury stock	(88,605		)	—			—			—		(88,605		)
Dividends	(21,429		)	—			—			—		(21,429		)
Issuance of common stock, net of withholding taxes	552			—			—			—		552
Excess tax benefits from stock-based awards	12,530			—			—			—		12,530
Intercompany	29,317			(71,056		)	41,739			—		—
Other, net	(927		)	(29		)	(145		)	—		(1,101		)
Net cash (used in) provided by financing activities attributable to continuing operations	(84,406		)	(71,085		)	41,594			—		(113,897		)
Total cash used in continuing operations	(73,145		)	(28		)	(506		)	—		(73,679		)
Total cash provided by (used in) discontinued operations	2,426			—			(1		)	—		2,425
Effect of exchange rate changes on cash and cash equivalents	—			28			(4,994		)	—		(4,966		)
Net decrease in cash and cash equivalents	(70,719		)	—			(5,501		)	—		(76,220		)
Cash and cash equivalents at beginning of period	501,075			—			248,902			—		749,977
Cash and cash equivalents at end of period	$	430,356		$	—		$	243,401		$	—	$	673,757

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CONSOLIDATED STATEMENT OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenue	$ 740,247	$ 742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	209,194	255,849
Selling and marketing expense	298,712	242,914
General and administrative expense	94,816	95,724
Product development expense	39,016	35,117
Depreciation	14,818	14,016
Amortization of intangibles	11,979	14,078
Total operating costs and expenses	668,535	657,698
Operating income	71,712	84,551
Equity in losses of unconsolidated affiliates	(1,935)	(91)
Interest expense	(14,064)	(7,663)
Other (expense) income, net	(23)	1,658
Earnings from continuing operations before income taxes	55,690	78,455
Income tax provision	(21,385)	(25,746)
Earnings from continuing operations	34,305	52,709
Loss from discontinued operations, net of tax	(814)	(944)
Net earnings	33,491	51,765
Net loss attributable to noncontrolling interests	2,394	1,872
Net earnings attributable to IAC shareholders	35,885	53,637
Per share information attributable to IAC shareholders:
Basic earnings per share from continuing operations (in dollars per share)	$ 0.44	$ 0.65
Diluted earnings per share from continuing operations (in dollars per share)	$ 0.42	$ 0.62
Basic earnings per share (in dollars per share)	$ 0.44	$ 0.64
Diluted earnings per share (in dollars per share)	$ 0.41	$ 0.61
Dividends declared per share (in dollars per share)	$ 0.24	$ 0.24
Non-cash compensation expense by function:
Total non-cash compensation expense	9,613	12,663
Cost of revenue
Non-cash compensation expense by function:
Total non-cash compensation expense	(8)	620
Selling and marketing expense
Non-cash compensation expense by function:
Total non-cash compensation expense	196	386
General and administrative expense
Non-cash compensation expense by function:
Total non-cash compensation expense	7,952	10,780
Product development expense
Non-cash compensation expense by function:
Total non-cash compensation expense	$ 1,473	$ 877

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in determining the fair value of the asset or liability. The three levels of the fair value hierarchy are:

• Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.

• Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair value of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.

• Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

	March 31, 2014
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	426,050	$	—	$	—		$	426,050
Commercial paper	—		184,005		—			184,005
Time deposits	—		54,623		—			54,623
Marketable securities:
Corporate debt securities	—		33,961		—			33,961
Equity securities	5,582		—		—			5,582
Long-term investments:
Auction rate security	—		—		9,150			9,150
Marketable equity security	10,218		—		—			10,218
Total	$	441,850	$	272,589	$	9,150		$	723,589
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(48,758	)	$	(48,758	)

	December 31, 2013
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	698,307	$	—	$	—		$	698,307
Commercial paper	—		12,000		—			12,000
Time deposits	—		32,325		—			32,325
Marketable securities:
Corporate debt security	—		1,008		—			1,008
Equity securities	4,996		—		—			4,996
Long-term investments:
Auction rate security	—		—		8,920			8,920
Marketable equity securities	11,711		—		—			11,711
Total	$	715,014	$	45,333	$	8,920		$	769,267
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(45,828	)	$	(45,828	)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended March 31,
	2014					2013
	Auction Rate Security		Contingent Consideration Arrangements			Auction Rate Security		Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	8,920	$	(45,828	)	$	8,100	$	(1,909	)
Total net gains (losses):
Included in earnings (unrealized)	—		27			—		(1,458		)
Included in other comprehensive income (loss)	230		(363		)	480		—
Fair value at date of acquisition	—		(2,835		)	—		(41,387		)
Settlements	—		241			—		177
Balance at March 31	$	9,150	$	(48,758	)	$	8,580	$	(44,577	)

Auction rate security

The Company's auction rate security is valued by discounting the estimated future cash flow streams of the security over the life of the security. Credit spreads and other risk factors are also considered in establishing fair value. The cost basis of the auction rate security is $10.0 million, with gross unrealized losses of $0.9 million and $1.1 million at March 31, 2014 and December 31, 2013, respectively. The unrealized losses are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. At March 31, 2014, the auction rate security is rated A-/WR and matures in 2035. The Company does not consider the auction rate security to be other-than-temporarily impaired at March 31, 2014, due to its high credit rating and because the Company does not intend to sell this security, and it is not more likely than not that the Company will be required to sell this security, before the recovery of its amortized cost basis, which may be maturity.

Contingent Consideration Arrangements

As of March 31, 2014, there are five contingent consideration arrangements related to recent business acquisitions. Four of the contingent consideration arrangements have limits as to the maximum amount that can be paid; the maximum contingent payments related to these arrangements is $138.3 million and the fair value of these four arrangements at March 31, 2014 is $47.4 million. The fair value of the one contingent consideration arrangement without a limit on the maximum amount is $1.4 million at March 31, 2014. The contingent consideration arrangements are generally based upon earnings performance and/or operating metrics. The Company primarily uses probability-weighted analyses to determine the amount of the gross liability, and, to the extent the arrangement is long-term in nature, applies a discount rate which captures the risks associated with the obligation. The amount of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements.

The most significant contingent consideration arrangement relates to the January 2013 acquisition of Massive Media, NV, which operates Twoo.com. The Twoo.com contingent consideration arrangement is payable in three annual installments beginning in 2014. The 2014, 2015 and 2016 payments are based upon 2013 EBITDA, EBITDA for 2014 and monthly active users of Twoo.com at December 31, 2014 and EBITDA for 2015 and monthly active users of Twoo.com at December 31, 2015, respectively. The aggregate amount of these payments cannot exceed €83.2 million ($114.8 million at March 31, 2014). The estimate of the fair value for the Twoo.com arrangement is based upon the Company's multi-scenario forecasts of Twoo.com's earnings for 2013, 2014 and 2015 and the number of users at December 31, 2014 and December 31, 2015, and the Company's estimate of the probability of each scenario occurring. These multi-scenario forecasts and related probability assessments were based primarily on management's internal projections and strategic plans, with limited additional consideration given to growth trends of similarly situated businesses. The fair value of this arrangement is determined using a discount rate of 15%.

The fair value of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, and changes are recognized in “General and administrative expense” in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at March 31, 2014 includes a current portion of $8.0 million and non-current portion of $40.8 million, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.

Assets measured at fair value on a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity and cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Cost method investments

At March 31, 2014 and December 31, 2013, the carrying values of the Company's investments accounted for under the cost method totaled $144.8 million and $137.3 million, respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so.

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:

	March 31, 2014						December 31, 2013
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Liabilities:
Long-term debt	$	(1,080,000	)	$	(1,096,897	)	$	(1,080,000	)	$	(1,058,396	)

The fair value of long-term debt is estimated using market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity, which are Level 3 inputs.

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MARKETABLE SECURITIES

3 Months Ended

Mar. 31, 2014

Marketable Securities [Abstract]

MARKETABLE SECURITIES

MARKETABLE SECURITIES

At March 31, 2014, current available-for-sale marketable securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Corporate debt securities	$	33,964	$	15	$	(18	)	$	33,961
Total debt securities	33,964		15		(18		)	33,961
Equity securities	314		5,268		—			5,582
Total marketable securities	$	34,278	$	5,283	$	(18	)	$	39,543

At December 31, 2013, current available-for-sale marketable securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In thousands)
Corporate debt security	$	1,004	$	4	$	—	$	1,008
Total debt security	1,004		4		—		1,008
Equity securities	216		4,780		—		4,996
Total marketable securities	$	1,220	$	4,784	$	—	$	6,004

The net unrealized gains in the tables above are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet.

The contractual maturities of debt securities classified as current available-for-sale at March 31, 2014 are as follows:

	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	6,081	$	6,082
Due after one year through five years	27,883		27,879
Total	$	33,964	$	33,961

The following table summarizes investments in current available-for-sale marketable debt securities (4 in total at March 31, 2014) that have been in a continuous unrealized loss position for less than twelve months:

	March 31,
	2014					2013
	(In thousands)
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate debt securities	$	16,174	$	(18	)	$	—	$	—
Total	$	16,174	$	(18	)	$	—	$	—

At March 31, 2014 and 2013, there are no investments in current available-for-sale marketable securities that have been in a continuous unrealized loss position for twelve months or longer.

All of the Company’s marketable debt securities are rated investment grade. The gross unrealized losses on the marketable debt securities relate principally to changes in interest rates. Because the Company does not intend to sell any marketable debt securities and it is not more likely than not that the Company will be required to sell any marketable debt securities before recovery of their amortized cost bases, which may be maturity, the Company does not consider any of its marketable debt securities to be other-than-temporarily impaired at March 31, 2014.

The following table presents the proceeds from maturities and sales of current and non-current available-for-sale marketable securities:

	Three Months Ended March 31,
	2014		2013
	(In thousands)
Proceeds from maturities and sales of available-for-sale marketable securities	$	—	$	12,500

There were no gross realized gains or losses from the maturities and sales of available-for-sale marketable securities for the three months endedMarch 31, 2014 and 2013.

The specific-identification method is used to determine the cost of securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income into earnings.

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

Schedule of accumulated other comprehensive loss

The following tables present the components of accumulated other comprehensive income (loss) and items reclassified out of accumulated other comprehensive income (loss) into earnings:

	Three Months Ended March 31, 2014
	Foreign Currency Translation Adjustment			Unrealized Gains On Available-For-Sale Securities		Accumulated Other Comprehensive Loss
	(In thousands)
Balance as of December 31	$	(20,352	)	$	7,306	$	(13,046	)
Other comprehensive income before reclassifications, net of tax provision of $0.6 million related to unrealized gains on available-for-sale securities	5,220			129		5,349
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net current period other comprehensive income	5,220			129		5,349
Balance as of March 31	$	(15,132	)	$	7,435	$	(7,697	)

	Three Months Ended March 31, 2013
	Foreign Currency Translation Adjustment			Unrealized Losses On Available-For-Sale Securities			Accumulated Other Comprehensive Loss
	(In thousands)
Balance as of December 31	$	(25,073	)	$	(7,096	)	$	(32,169	)
Other comprehensive loss before reclassifications, net of tax provision of $0.8 million related to unrealized gains on available-for-sale securities	(6,951		)	(4,975		)	(11,926		)
Amounts reclassified from accumulated other comprehensive loss	—			(1		)	(1		)
Net current period other comprehensive loss	(6,951		)	(4,976		)	(11,927		)
Balance as of March 31	$	(32,024	)	$	(12,072	)	$	(44,096	)

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounting Estimates

Accounting Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of marketable securities and other investments; the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recovery of definite-lived intangible assets and property and equipment; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts and revenue reserves; the fair value of acquisition-related contingent consideration; the reserves for income tax contingencies; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders.

	Three Months Ended March 31,
	2014						2013
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Earnings from continuing operations	$	34,305		$	34,305		$	52,709		$	52,709
Net loss attributable to noncontrolling interests	2,394			2,394			1,872			1,872
Earnings from continuing operations attributable to IAC shareholders	36,699			36,699			54,581			54,581
Loss from discontinued operations attributable to IAC shareholders	(814		)	(814		)	(944		)	(944		)
Net earnings attributable to IAC shareholders	$	35,885		$	35,885		$	53,637		$	53,637
Denominator:
Weighted average basic shares outstanding	82,484			82,484			84,218			84,218
Dilutive securities including stock options and RSUs(a)	—			4,720			—			3,162
Denominator for earnings per share—weighted average shares(a)	82,484			87,204			84,218			87,380
Earnings (loss) per share attributable to IAC shareholders:
Earnings per share from continuing operations	$	0.44		$	0.42		$	0.65		$	0.62
Discontinued operations	—			(0.01		)	(0.01		)	(0.01		)
Earnings per share	$	0.44		$	0.41		$	0.64		$	0.61

____________________________________________

^(a)  If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and vesting of restricted stock units ("RSUs"). For the three months ended March 31, 2014, there are no securities that are excluded from the calculation of diluted earnings per share. For the three months ended March 31, 2013, approximately 3.4 million shares related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

The balance of long-term debt is comprised of:

	March 31, 2014		December 31, 2013
	(In thousands)
4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commences May 30, 2014	$	500,000	$	500,000
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013	500,000		500,000
5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035; interest payable each March 1 and September 1, which commenced March 1, 2006	80,000		80,000
Total long-term debt	$	1,080,000	$	1,080,000

The 2013 and 2012 Senior Notes were issued on November 15, 2013 and December 21, 2012, respectively.

The 2013 and 2012 Senior Notes are unconditionally guaranteed by certain domestic subsidiaries, which are designated as guarantor subsidiaries. The guarantor subsidiaries are the same for the 2013 and 2012 Senior Notes. See Note 10 for guarantor and non-guarantor financial information.

The indentures governing the 2013 and 2012 Senior Notes contain identical covenants that would limit our ability to pay dividends or make other distributions and repurchase or redeem our stock in the event a default has occurred or we are not in compliance with the financial ratio set forth in the indenture. At March 31, 2014, there were no limitations pursuant thereto. There are additional covenants that limit our ability and the ability of our subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event we are not in compliance with the financial ratio set forth in the indenture, and (ii) incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of our assets.

On December 21, 2012, the Company entered into a $300 million revolving credit facility, which expires on December 21, 2017. The annual fee to maintain the revolving credit facility is 25 basis points. At March 31, 2014 and December 31, 2013, there are no outstanding borrowings under the revolving credit facility. IAC's obligation under the revolving credit facility is unconditionally guaranteed by the same domestic subsidiaries that guarantee the 2013 and 2012 Senior Notes and is also secured by the stock of certain of our domestic and foreign subsidiaries.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

3 Months Ended

Mar. 31, 2014

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive income (loss) and items reclassified out of accumulated other comprehensive income (loss) into earnings:

	Three Months Ended March 31, 2014
	Foreign Currency Translation Adjustment			Unrealized Gains On Available-For-Sale Securities		Accumulated Other Comprehensive Loss
	(In thousands)
Balance as of December 31	$	(20,352	)	$	7,306	$	(13,046	)
Other comprehensive income before reclassifications, net of tax provision of $0.6 million related to unrealized gains on available-for-sale securities	5,220			129		5,349
Amounts reclassified from accumulated other comprehensive income	—			—		—
Net current period other comprehensive income	5,220			129		5,349
Balance as of March 31	$	(15,132	)	$	7,435	$	(7,697	)

	Three Months Ended March 31, 2013
	Foreign Currency Translation Adjustment			Unrealized Losses On Available-For-Sale Securities			Accumulated Other Comprehensive Loss
	(In thousands)
Balance as of December 31	$	(25,073	)	$	(7,096	)	$	(32,169	)
Other comprehensive loss before reclassifications, net of tax provision of $0.8 million related to unrealized gains on available-for-sale securities	(6,951		)	(4,975		)	(11,926		)
Amounts reclassified from accumulated other comprehensive loss	—			(1		)	(1		)
Net current period other comprehensive loss	(6,951		)	(4,976		)	(11,927		)
Balance as of March 31	$	(32,024	)	$	(12,072	)	$	(44,096	)

Unrealized gains and losses, net of tax, reclassified out of accumulated other comprehensive loss related to the maturities and sales of available-for-sale securities are included in "Other (expense) income, net" in the accompanying consolidated statement of operations.

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SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent with how the chief operating decision maker views the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic characteristics or, in the case of the "eCommerce" reportable segment, do not meet the quantitative thresholds that require presentation as separate operating segments.

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Revenue:
Search & Applications	$	398,035		$	397,192
The Match Group	211,187			192,875
Media	36,355			44,995
eCommerce	94,842			107,297
Inter-segment elimination	(172		)	(110		)
Total	$	740,247		$	742,249

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Operating Income (Loss):
Search & Applications	$	70,337		$	86,983
The Match Group	39,803			37,359
Media	(8,566		)	(7,157		)
eCommerce	(1,561		)	(4,493		)
Corporate	(28,301		)	(28,141		)
Total	$	71,712		$	84,551

	Three Months Ended March 31,
	2014			2013
	(In thousands)
Adjusted EBITDA:
Search & Applications	$	82,071		$	97,514
The Match Group	47,430			47,906
Media	(7,864		)	(6,180		)
eCommerce	2,804			723
Corporate	(16,346		)	(13,197		)
Total	$	108,095		$	126,766

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:

	Three Months Ended March 31,
	2014		2013
	(In thousands)
Revenue:
United States	$	504,403	$	514,614
All other countries	235,844		227,635
Total	$	740,247	$	742,249

	March 31, 2014		December 31, 2013
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
United States	$	269,057	$	271,916
All other countries	22,054		22,048
Total	$	291,111	$	293,964

The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income consisting of: (1) non-cash compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and goodwill and intangible asset impairments and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable U.S. GAAP measure with equal or greater prominence, financial statements prepared in accordance with U.S. GAAP, and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

The following tables reconcile Adjusted EBITDA to operating income (loss) for the Company's reportable segments:

	Three Months Ended March 31, 2014
	Adjusted EBITDA			Non-Cash Compensation Expense			Depreciation			Amortization of Intangibles			Acquisition-related Contingent Consideration Fair Value Adjustments		Operating Income (Loss)
	(In thousands)
Search & Applications	$	82,071		$	—		$	(4,465	)	$	(7,269	)	$	—	$	70,337
The Match Group	47,430			(17		)	(5,800		)	(1,837		)	27		39,803
Media	(7,864		)	(164		)	(282		)	(256		)	—		(8,566		)
eCommerce	2,804			—			(1,748		)	(2,617		)	—		(1,561		)
Corporate	(16,346		)	(9,432		)	(2,523		)	—			—		(28,301		)
Total	$	108,095		$	(9,613	)	$	(14,818	)	$	(11,979	)	$	27	$	71,712

	Three Months Ended March 31, 2013
	Adjusted EBITDA			Non-Cash Compensation Expense			Depreciation			Amortization of Intangibles			Acquisition-related Contingent Consideration Fair Value Adjustments			Operating Income (Loss)
	(In thousands)
Search & Applications	$	97,514		$	(3	)	$	(3,865	)	$	(6,663	)	$	—		$	86,983
The Match Group	47,906			157			(4,706		)	(4,540		)	(1,458		)	37,359
Media	(6,180		)	(205		)	(523		)	(249		)	—			(7,157		)
eCommerce	723			29			(2,619		)	(2,626		)	—			(4,493		)
Corporate	(13,197		)	(12,641		)	(2,303		)	—			—			(28,141		)
Total	$	126,766		$	(12,663	)	$	(14,016	)	$	(14,078	)	$	(1,458	)	$	84,551

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance as of December 31	$ (13,046,000)
Net current period other comprehensive income	5,266,000	(13,399,000)
Balance as of March 31	(7,697,000)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax	600,000	800,000
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance as of December 31	(20,352,000)	(25,073,000)
Other comprehensive income before reclassifications, net of tax provision related to unrealized gains on available-for-sale securities	5,220,000	(6,951,000)
Amounts reclassified from accumulated other comprehensive income	0	0
Net current period other comprehensive income	5,220,000	(6,951,000)
Balance as of March 31	(15,132,000)	(32,024,000)
Unrealized Gains On Available-For-Sale Securities
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance as of December 31	7,306,000	(7,096,000)
Other comprehensive income before reclassifications, net of tax provision related to unrealized gains on available-for-sale securities	129,000	(4,975,000)
Amounts reclassified from accumulated other comprehensive income	0	(1,000)
Net current period other comprehensive income	129,000	(4,976,000)
Balance as of March 31	7,435,000	(12,072,000)
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance as of December 31	(13,046,000)	(32,169,000)
Other comprehensive income before reclassifications, net of tax provision related to unrealized gains on available-for-sale securities	5,349,000	(11,926,000)
Amounts reclassified from accumulated other comprehensive income	0	(1,000)
Net current period other comprehensive income	5,349,000	(11,927,000)
Balance as of March 31	$ (7,697,000)	$ (44,096,000)

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

	March 31, 2014
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	426,050	$	—	$	—		$	426,050
Commercial paper	—		184,005		—			184,005
Time deposits	—		54,623		—			54,623
Marketable securities:
Corporate debt securities	—		33,961		—			33,961
Equity securities	5,582		—		—			5,582
Long-term investments:
Auction rate security	—		—		9,150			9,150
Marketable equity security	10,218		—		—			10,218
Total	$	441,850	$	272,589	$	9,150		$	723,589
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(48,758	)	$	(48,758	)

	December 31, 2013
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	698,307	$	—	$	—		$	698,307
Commercial paper	—		12,000		—			12,000
Time deposits	—		32,325		—			32,325
Marketable securities:
Corporate debt security	—		1,008		—			1,008
Equity securities	4,996		—		—			4,996
Long-term investments:
Auction rate security	—		—		8,920			8,920
Marketable equity securities	11,711		—		—			11,711
Total	$	715,014	$	45,333	$	8,920		$	769,267
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(45,828	)	$	(45,828	)

Schedule of changes in assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended March 31,
	2014					2013
	Auction Rate Security		Contingent Consideration Arrangements			Auction Rate Security		Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	8,920	$	(45,828	)	$	8,100	$	(1,909	)
Total net gains (losses):
Included in earnings (unrealized)	—		27			—		(1,458		)
Included in other comprehensive income (loss)	230		(363		)	480		—
Fair value at date of acquisition	—		(2,835		)	—		(41,387		)
Settlements	—		241			—		177
Balance at March 31	$	9,150	$	(48,758	)	$	8,580	$	(44,577	)

Fair Value, by Balance Sheet Grouping

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:

	March 31, 2014						December 31, 2013
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Liabilities:
Long-term debt	$	(1,080,000	)	$	(1,096,897	)	$	(1,080,000	)	$	(1,058,396	)

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GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Tables)

3 Months Ended

Mar. 31, 2014

Guarantor and Nonguarantor Financial Statements [Abstract]

Schedule of condensed balance sheet

Balance sheet at March 31, 2014:

	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Total Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	670,607	$	—	$	332,704	$	—		$	1,003,311
Marketable securities	33,961		—		5,582		—			39,543
Accounts receivable, net	30		148,753		92,234		—			241,017
Other current assets	63,187		75,085		49,977		(1,044		)	187,205
Intercompany receivables	—		524,844		830,023		(1,354,867		)	—
Property and equipment, net	5,108		218,643		67,360		—			291,111
Goodwill	—		1,185,760		529,841		—			1,715,601
Intangible assets, net	—		293,311		178,926		—			472,237
Investment in subsidiaries	3,857,408		825,826		—		(4,683,234		)	—
Other non-current assets	85,073		19,132		175,914		(6,088		)	274,031
Total assets	$	4,715,374	$	3,291,354	$	2,262,561	$	(6,045,233	)	$	4,224,056
Accounts payable, trade	$	5,023	$	33,202	$	29,291	$	—		$	67,516
Other current liabilities	40,684		269,022		223,421		—			533,127
Long-term debt	1,000,000		80,000		—		—			1,080,000
Income taxes payable	386,168		7,785		26,303		—			420,256
Intercompany liabilities	1,354,867		—		—		(1,354,867		)	—
Other long-term liabilities	219,138		94,941		79,101		(7,132		)	386,048
Redeemable noncontrolling interests	—		—		25,885		—			25,885
IAC shareholders' equity	1,709,494		2,806,404		1,876,830		(4,683,234		)	1,709,494
Noncontrolling interests	—		—		1,730		—			1,730
Total liabilities and shareholders' equity	$	4,715,374	$	3,291,354	$	2,262,561	$	(6,045,233	)	$	4,224,056

Balance sheet at December 31, 2013:

	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Total Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	782,022	$	—	$	318,422	$	—		$	1,100,444
Marketable securities	1,007		—		4,997		—			6,004
Accounts receivable, net	38		134,307		73,063		—			207,408
Other current assets	45,111		73,487		43,746		(814		)	161,530
Intercompany receivables	—		564,999		851,454		(1,416,453		)	—
Property and equipment, net	5,316		220,756		67,892		—			293,964
Goodwill	—		1,180,159		495,164		—			1,675,323
Intangible assets, net	—		301,513		143,823		—			445,336
Investment in subsidiaries	3,833,751		782,840		—		(4,616,591		)	—
Other non-current assets	83,207		15,485		252,612		(6,629		)	344,675
Total assets	$	4,750,452	$	3,273,546	$	2,251,173	$	(6,040,487	)	$	4,234,684
Accounts payable, trade	$	4,310	$	51,302	$	22,041	$	—		$	77,653
Other current liabilities	41,623		254,882		212,739		—			509,244
Long-term debt	1,000,000		80,000		—		—			1,080,000
Income taxes payable	383,926		6,768		25,690		—			416,384
Intercompany liabilities	1,416,453		—		—		(1,416,453		)	—
Other long-term liabilities	217,404		96,091		73,089		(7,443		)	379,141
Redeemable noncontrolling interests	—		—		42,861		—			42,861
IAC shareholders' equity	1,686,736		2,784,503		1,832,088		(4,616,591		)	1,686,736
Noncontrolling interests	—		—		42,665		—			42,665
Total liabilities and shareholders' equity	$	4,750,452	$	3,273,546	$	2,251,173	$	(6,040,487	)	$	4,234,684

Schedule of condensed income statement

Statement of operations for the three months ended March 31, 2014:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	518,264		$	223,587		$	(1,604	)	$	740,247
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	(28		)	116,751			93,431			(960		)	209,194
Selling and marketing expense	192			226,801			72,035			(316		)	298,712
General and administrative expense	22,446			40,991			31,366			13			94,816
Product development expense	1,471			25,969			11,917			(341		)	39,016
Depreciation	329			9,293			5,196			—			14,818
Amortization of intangibles	—			8,277			3,702			—			11,979
Total operating costs and expenses	24,410			428,082			217,647			(1,604		)	668,535
Operating (loss) income	(24,410		)	90,182			5,940			—			71,712
Equity in earnings (losses) of unconsolidated affiliates	54,259			8,422			(27		)	(64,589		)	(1,935		)
Interest expense	(12,985		)	(1,042		)	(37		)	—			(14,064		)
Other income (expense), net	9,699			(8,751		)	(971		)	—			(23		)
Earnings from continuing operations before income taxes	26,563			88,811			4,905			(64,589		)	55,690
Income tax benefit (provision)	10,136			(30,161		)	(1,360		)	—			(21,385		)
Earnings from continuing operations	36,699			58,650			3,545			(64,589		)	34,305
Loss from discontinued operations, net of tax	(814		)	—			(13		)	13			(814		)
Net earnings	35,885			58,650			3,532			(64,576		)	33,491
Net loss attributable to noncontrolling interests	—			—			2,394			—			2,394
Net earnings attributable to IAC shareholders	$	35,885		$	58,650		$	5,926		$	(64,576	)	$	35,885
Comprehensive income attributable to IAC shareholders	$	41,234		$	59,032		$	9,622		$	(68,654	)	$	41,234

Statement of operations for the three months ended March 31, 2013:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	528,644		$	214,642		$	(1,037	)	$	742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	677			153,800			102,151			(779		)	255,849
Selling and marketing expense	431			182,743			59,997			(257		)	242,914
General and administrative expense	22,245			40,273			33,207			(1		)	95,724
Product development expense	899			23,042			11,176			—			35,117
Depreciation	367			9,249			4,400			—			14,016
Amortization of intangibles	—			8,962			5,116			—			14,078
Total operating costs and expenses	24,619			418,069			216,047			(1,037		)	657,698
Operating (loss) income	(24,619		)	110,575			(1,405		)	—			84,551
Equity in earnings (losses) of unconsolidated affiliates	114,550			2,396			(91		)	(116,946		)	(91		)
Interest expense	(6,557		)	(1,065		)	(41		)	—			(7,663		)
Other (expense) income, net	(55,448		)	(18,138		)	75,244			—			1,658
Earnings from continuing operations before income taxes	27,926			93,768			73,707			(116,946		)	78,455
Income tax benefit (provision)	26,655			(33,806		)	(18,595		)	—			(25,746		)
Earnings from continuing operations	54,581			59,962			55,112			(116,946		)	52,709
(Loss) earnings from discontinued operations, net of tax	(944		)	—			7			(7		)	(944		)
Net earnings	53,637			59,962			55,119			(116,953		)	51,765
Net loss attributable to noncontrolling interests	—			8			1,864			—			1,872
Net earnings attributable to IAC shareholders	$	53,637		$	59,970		$	56,983		$	(116,953	)	$	53,637
Comprehensive income attributable to IAC shareholders	$	41,710		$	59,895		$	40,890		$	(100,785	)	$	41,710

Schedule of condensed cash flow statement

Statement of cash flows for the three months ended March 31, 2014:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations		IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations	$	(29,250	)	$	73,160		$	(1,206	)	$	—	$	42,704
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	—			(51,263		)	(26,718		)	—		(77,981		)
Capital expenditures	(985		)	(5,661		)	(3,075		)	—		(9,721		)
Purchases of marketable debt securities	(32,848		)	—			—			—		(32,848		)
Purchases of long-term investments	(3,000		)	(3,286		)	(1,575		)	—		(7,861		)
Other, net	2			—			(159		)	—		(157		)
Net cash used in investing activities attributable to continuing operations	(36,831		)	(60,210		)	(31,527		)	—		(128,568		)
Cash flows from financing activities attributable to continuing operations:
Dividends	(20,004		)	—			—			—		(20,004		)
Issuance of common stock, net of withholding taxes	920			—			—			—		920
Excess tax benefits from stock-based awards	15,610			—			8,593			—		24,203
Purchase of noncontrolling interests	—			(30,000		)	—			—		(30,000		)
Funds returned from escrow for Meetic tender offer	—			—			12,354			—		12,354
Intercompany	(41,436		)	17,051			24,385			—		—
Other, net	(374		)	—			79			—		(295		)
Net cash (used in) provided by financing activities attributable to continuing operations	(45,284		)	(12,949		)	45,411			—		(12,822		)
Total cash (used in) provided by continuing operations	(111,365		)	1			12,678			—		(98,686		)
Total cash used in discontinued operations	(50		)	—			(13		)	—		(63		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)	1,617			—		1,616
Net (decrease) increase in cash and cash equivalents	(111,415		)	—			14,282			—		(97,133		)
Cash and cash equivalents at beginning of period	782,022			—			318,422			—		1,100,444
Cash and cash equivalents at end of period	$	670,607		$	—		$	332,704		$	—	$	1,003,311

Statement of cash flows for the three months ended March 31, 2013:

	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations		IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations	$	(1,106	)	$	106,037		$	(12,569	)	$	—	$	92,362
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	—			(6,060		)	(23,134		)	—		(29,194		)
Capital expenditures	(78		)	(28,920		)	(4,640		)	—		(33,638		)
Proceeds from maturities and sales of marketable debt securities	12,500			—			—			—		12,500
Purchases of long-term investments	—			—			(975		)	—		(975		)
Other, net	(55		)	—			(782		)	—		(837		)
Net cash provided by (used in) investing activities attributable to continuing operations	12,367			(34,980		)	(29,531		)	—		(52,144		)
Cash flows from financing activities attributable to continuing operations:
Principal payments on long-term debt	(15,844		)	—			—			—		(15,844		)
Purchase of treasury stock	(88,605		)	—			—			—		(88,605		)
Dividends	(21,429		)	—			—			—		(21,429		)
Issuance of common stock, net of withholding taxes	552			—			—			—		552
Excess tax benefits from stock-based awards	12,530			—			—			—		12,530
Intercompany	29,317			(71,056		)	41,739			—		—
Other, net	(927		)	(29		)	(145		)	—		(1,101		)
Net cash (used in) provided by financing activities attributable to continuing operations	(84,406		)	(71,085		)	41,594			—		(113,897		)
Total cash used in continuing operations	(73,145		)	(28		)	(506		)	—		(73,679		)
Total cash provided by (used in) discontinued operations	2,426			—			(1		)	—		2,425
Effect of exchange rate changes on cash and cash equivalents	—			28			(4,994		)	—		(4,966		)
Net decrease in cash and cash equivalents	(70,719		)	—			(5,501		)	—		(76,220		)
Cash and cash equivalents at beginning of period	501,075			—			248,902			—		749,977
Cash and cash equivalents at end of period	$	430,356		$	—		$	243,401		$	—	$	673,757

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GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Details2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Condensed Financial Statements, Captions [Line Items]
Revenue	$ 740,247	$ 742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	209,194	255,849
Selling and marketing expense	298,712	242,914
General and administrative expense	94,816	95,724
Product development expense	39,016	35,117
Depreciation	14,818	14,016
Amortization of intangibles	11,979	14,078
Total operating costs and expenses	668,535	657,698
Operating income	71,712	84,551
Equity in losses of unconsolidated affiliates	(1,935)	(91)
Interest expense	(14,064)	(7,663)
Other (expense) income, net	(23)	1,658
Earnings from continuing operations before income taxes	55,690	78,455
Income tax provision	(21,385)	(25,746)
Earnings from continuing operations	34,305	52,709
Loss from discontinued operations, net of tax	(814)	(944)
Net earnings	33,491	51,765
Net loss attributable to noncontrolling interests	2,394	1,872
Net earnings attributable to IAC shareholders	35,885	53,637
Comprehensive income attributable to IAC shareholders	41,234	41,710
IAC
Condensed Financial Statements, Captions [Line Items]
Revenue	0	0
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	(28)	677
Selling and marketing expense	192	431
General and administrative expense	22,446	22,245
Product development expense	1,471	899
Depreciation	329	367
Amortization of intangibles	0	0
Total operating costs and expenses	24,410	24,619
Operating income	(24,410)	(24,619)
Equity in losses of unconsolidated affiliates	54,259	114,550
Interest expense	(12,985)	(6,557)
Other (expense) income, net	9,699	(55,448)
Earnings from continuing operations before income taxes	26,563	27,926
Income tax provision	10,136	26,655
Earnings from continuing operations	36,699	54,581
Loss from discontinued operations, net of tax	(814)	(944)
Net earnings	35,885	53,637
Net loss attributable to noncontrolling interests	0	0
Net earnings attributable to IAC shareholders	35,885	53,637
Comprehensive income attributable to IAC shareholders	41,234	41,710
Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenue	518,264	528,644
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	116,751	153,800
Selling and marketing expense	226,801	182,743
General and administrative expense	40,991	40,273
Product development expense	25,969	23,042
Depreciation	9,293	9,249
Amortization of intangibles	8,277	8,962
Total operating costs and expenses	428,082	418,069
Operating income	90,182	110,575
Equity in losses of unconsolidated affiliates	8,422	2,396
Interest expense	(1,042)	(1,065)
Other (expense) income, net	(8,751)	(18,138)
Earnings from continuing operations before income taxes	88,811	93,768
Income tax provision	(30,161)	(33,806)
Earnings from continuing operations	58,650	59,962
Loss from discontinued operations, net of tax	0	0
Net earnings	58,650	59,962
Net loss attributable to noncontrolling interests	0	8
Net earnings attributable to IAC shareholders	58,650	59,970
Comprehensive income attributable to IAC shareholders	59,032	59,895
Non-Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Revenue	223,587	214,642
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	93,431	102,151
Selling and marketing expense	72,035	59,997
General and administrative expense	31,366	33,207
Product development expense	11,917	11,176
Depreciation	5,196	4,400
Amortization of intangibles	3,702	5,116
Total operating costs and expenses	217,647	216,047
Operating income	5,940	(1,405)
Equity in losses of unconsolidated affiliates	(27)	(91)
Interest expense	(37)	(41)
Other (expense) income, net	(971)	75,244
Earnings from continuing operations before income taxes	4,905	73,707
Income tax provision	(1,360)	(18,595)
Earnings from continuing operations	3,545	55,112
Loss from discontinued operations, net of tax	(13)	7
Net earnings	3,532	55,119
Net loss attributable to noncontrolling interests	2,394	1,864
Net earnings attributable to IAC shareholders	5,926	56,983
Comprehensive income attributable to IAC shareholders	9,622	40,890
Total Eliminations
Condensed Financial Statements, Captions [Line Items]
Revenue	(1,604)	(1,037)
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	(960)	(779)
Selling and marketing expense	(316)	(257)
General and administrative expense	13	(1)
Product development expense	(341)	0
Depreciation	0	0
Amortization of intangibles	0	0
Total operating costs and expenses	(1,604)	(1,037)
Operating income	0	0
Equity in losses of unconsolidated affiliates	(64,589)	(116,946)
Interest expense	0	0
Other (expense) income, net	0	0
Earnings from continuing operations before income taxes	(64,589)	(116,946)
Income tax provision	0	0
Earnings from continuing operations	(64,589)	(116,946)
Loss from discontinued operations, net of tax	13	(7)
Net earnings	(64,576)	(116,953)
Net loss attributable to noncontrolling interests	0	0
Net earnings attributable to IAC shareholders	(64,576)	(116,953)
Comprehensive income attributable to IAC shareholders	(68,654)	(100,785)
IAC Consolidated
Condensed Financial Statements, Captions [Line Items]
Revenue	740,247	742,249
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	209,194	255,849
Selling and marketing expense	298,712	242,914
General and administrative expense	94,816	95,724
Product development expense	39,016	35,117
Depreciation	14,818	14,016
Amortization of intangibles	11,979	14,078
Total operating costs and expenses	668,535	657,698
Operating income	71,712	84,551
Equity in losses of unconsolidated affiliates	(1,935)	(91)
Interest expense	(14,064)	(7,663)
Other (expense) income, net	(23)	1,658
Earnings from continuing operations before income taxes	55,690	78,455
Income tax provision	(21,385)	(25,746)
Earnings from continuing operations	34,305	52,709
Loss from discontinued operations, net of tax	(814)	(944)
Net earnings	33,491	51,765
Net loss attributable to noncontrolling interests	2,394	1,872
Net earnings attributable to IAC shareholders	35,885	53,637
Comprehensive income attributable to IAC shareholders	$ 41,234	$ 41,710

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Statement of Comprehensive Income [Abstract]
Net earnings	$ 33,491	$ 51,765
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment	5,377	(8,423)
Change in net unrealized losses on available-for-sale securities (net of tax benefits of $573 in 2014 and $824 in 2013)	(111)	(4,976)
Net current period other comprehensive income	5,266	(13,399)
Comprehensive income	38,757	38,366
Comprehensive loss attributable to noncontrolling interests	2,477	3,344
Comprehensive income attributable to IAC shareholders	$ 41,234	$ 41,710

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INCOME TAXES

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.

For the three months ended March 31, 2014, the Company recorded an income tax provision for continuing operations of $21.4 million, which represents an effective income tax rate of 38%. The effective rate for the three months ended March 31, 2014 is higher than the statutory rate of 35% due primarily to interest on reserves for income tax contingencies and state taxes, partially offset by foreign income taxed at lower rates. For the three months ended March 31, 2013, the Company recorded an income tax provision for continuing operations of $25.7 million, which represents an effective income tax rate of 33%. The effective rate for the three months endedMarch 31, 2013 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and research credits, partially offset by state taxes.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Included in the income tax provision for continuing operations and discontinued operations for the three months endedMarch 31, 2014 is a $1.6 million and a $0.8 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. Included in the income tax provision for continuing operations and discontinued operations for the three months endedMarch 31, 2013 is a $1.3 million and a $1.0 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. At March 31, 2014 and December 31, 2013, the Company has accrued $137.0 million and $133.0 million, respectively, for the payment of interest. At March 31, 2014 and December 31, 2013, the Company has accrued $5.3 million and $5.1 million, respectively, for penalties.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. Various jurisdictions are currently under examination, the most significant of which are France, California, New York and New York City for various tax years beginning with 2006. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon resolution of audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known.

On August 28, 2013, the Joint Committee of Taxation completed its review and approved the audit settlement previously agreed to with the Internal Revenue Service for the years ended December 31, 2001 through 2009. The statute of limitations for the years 2001 through 2009 expires on July 1, 2014. At March 31, 2014 and December 31, 2013, unrecognized tax benefits, including interest, are $411.8 million and $408.8 million, respectively. Unrecognized tax benefits, including interest, for the three months endedMarch 31, 2014 increased by $3.0 million due principally to interest accruals. Of the total unrecognized tax benefits at March 31, 2014, $409.4 million is included in "Income taxes payable," $2.1 million relates to deferred tax assets included in "Deferred income taxes" and $0.3 million is included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet. Included in unrecognized tax benefits at March 31, 2014 is $43.1 million relating to tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. If unrecognized tax benefits at March 31, 2014 are subsequently recognized, $124.0 million and $173.8 million, net of related deferred tax assets and interest, would reduce income tax expense for continuing operations and discontinued operations, respectively. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease within twelve months of the current reporting date. An estimate of changes in unrecognized tax benefits, while potentially significant, cannot be made.

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 visit brand country	Mar. 31, 2013	Dec. 31, 2013
Revenue from major customers
Minimum number of brands owned by the company	150
Number of monthly visits to company websites	1,000,000,000
Number of countries where the company has consumer audiences	100
Revenue	$ 740,247	$ 742,249
Accounts receivable, net of allowance of $9,523 and $8,540 respectively	241,017		207,408
Google Inc.
Revenue from major customers
Revenue	355,600	376,100
Accounts receivable, net of allowance of $9,523 and $8,540 respectively	$ 128,000		$ 112,300

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SEGMENT INFORMATION (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Revenue and long-lived assets by geography
Revenue	$ 740,247	$ 742,249
Long-lived assets (excluding goodwill and intangible assets)	291,111		293,964
United States
Revenue and long-lived assets by geography
Revenue	504,403	514,614
Long-lived assets (excluding goodwill and intangible assets)	269,057		271,916
All Other Countries [Member]
Revenue and long-lived assets by geography
Revenue	235,844	227,635
Long-lived assets (excluding goodwill and intangible assets)	$ 22,054		$ 22,048

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MARKETABLE SECURITIES (Tables)

3 Months Ended

Mar. 31, 2014

Marketable Securities [Abstract]

Schedule of current available-for-sale marketable securities

At March 31, 2014, current available-for-sale marketable securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Corporate debt securities	$	33,964	$	15	$	(18	)	$	33,961
Total debt securities	33,964		15		(18		)	33,961
Equity securities	314		5,268		—			5,582
Total marketable securities	$	34,278	$	5,283	$	(18	)	$	39,543

At December 31, 2013, current available-for-sale marketable securities are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In thousands)
Corporate debt security	$	1,004	$	4	$	—	$	1,008
Total debt security	1,004		4		—		1,008
Equity securities	216		4,780		—		4,996
Total marketable securities	$	1,220	$	4,784	$	—	$	6,004

Schedule of contractual maturities of debt securities classified as available-for-sale

The contractual maturities of debt securities classified as current available-for-sale at March 31, 2014 are as follows:

	Amortized Cost		Estimated Fair Value
	(In thousands)
Due in one year or less	$	6,081	$	6,082
Due after one year through five years	27,883		27,879
Total	$	33,964	$	33,961

Schedule of Unrealized Loss on Investments

The following table summarizes investments in current available-for-sale marketable debt securities (4 in total at March 31, 2014) that have been in a continuous unrealized loss position for less than twelve months:

	March 31,
	2014					2013
	(In thousands)
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate debt securities	$	16,174	$	(18	)	$	—	$	—
Total	$	16,174	$	(18	)	$	—	$	—

Schedule of proceeds from maturities and sales of current and non-current available-for-sale marketable securities and the related gross realized gains and losses

The following table presents the proceeds from maturities and sales of current and non-current available-for-sale marketable securities:

	Three Months Ended March 31,
	2014		2013
	(In thousands)
Proceeds from maturities and sales of available-for-sale marketable securities	$	—	$	12,500