8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

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

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

Delaware
(State or other jurisdiction
of incorporation) 0-20570
(Commission File
Number) 59-2712887
(IRS Employer
Identification No.)

152 West 57th Street, New York, NY
(Address of principal executive offices) 10019
(Zip Code)

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

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

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

o

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

o

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

o

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

o

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

ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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

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

•

approximately $1.9 billion in cash;



•

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



•

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



•

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

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

ITEM 2.01    COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS

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

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(b)

Pro Forma Financial Information

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

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

(c)

Exhibits

99.1

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

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SIGNATURES

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

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

Date: June 13, 2005

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

SIGNATURES

EX-99.1

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Exhibit 99.1

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

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

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

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

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

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

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

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

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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

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

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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

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

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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

(In thousands, except per share amounts)

(1)

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

Proceeds received:
	Cash		$	1,865,000
	Value of 56.6 million IAC shares			1,394,903
	Television advertising time			100,000
		Total proceeds received		3,359,903
Historical value of VUE interests:
	Common interest			760,606
	Preferred A interest			624,578
	Preferred B interest			1,428,530
		Total historical value of VUE interests		2,813,714
	Estimated gain before income taxes			546,189
	Income tax provision at 39.0%			213,014
Estimated after-tax gain			$	333,175

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

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	IAC Condensed			Pro Forma for VUE Sale
Numerator:
Earnings from continuing operations	$	69,424		$	66,022
Preferred stock dividends		(3,263	)		(3,263	)
Net earnings from continuing operations available to common     shareholders	$	66,161		$	62,759
Denominator:
Basic shares outstanding-weighted average shares (a)		698,502			641,891
Other dilutive securities including stock options, warrants and     restricted stock and share units		36,846			36,846
Diluted shares outstanding-weighted average shares		735,348			678,737
Earnings per share:
Basic earnings per share from continuing operations	$	0.09		$	0.10
Diluted earnings per share from continuing operations	$	0.09		$	0.09

(a)

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

(7)

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

	IAC Condensed			Pro Forma for VUE Sale
Numerator:
Earnings from continuing operations	$	175,666		$	101,923
Preferred stock dividends		(13,053	)		(13,053	)
Net earnings from continuing operations available to common     shareholders	$	162,613		$	88,870
Denominator:
Basic shares outstanding-weighted average shares (a)		695,979			639,368
Other dilutive securities including stock options, warrants and     restricted stock and share units		46,444			46,444
Diluted shares outstanding-weighted average shares		742,423			685,812
Earnings per share:
Basic earnings per share from continuing operations	$	0.23		$	0.14
Diluted earnings per share from continuing operations	$	0.22		$	0.13

(a)

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

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Exhibit 99.1

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