UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  July 12, 2005

IAC/INTERACTIVECORP

(Exact name of Registrant as specified in charter)

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:

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

ý 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 7.01  REGULATION FD DISCLOSURE

On July 12, 2005, the Registrant posted supplemental financial information, together with a related explanatory narrative, on its website (www.iac.com) to communicate certain prospective changes in its financial reporting structure to investors, among other matters.  The supplemental financial information and related narrative, which are attached hereto as Exhibit 99.1, are being furnished by the Registrant pursuant to Regulation FD.  The information set forth in Exhibit 99.1 refers to non-GAAP measures within the meaning of Regulation G.  Additional information regarding those non-GAAP measures can be found in the Registrant’s public filings, including its Current Report on Form 8-K filed May 4, 2005.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

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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.

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Exhibit 99.1

IAC Provides Supplemental Information to Shareholders

IAC has evolved significantly in the recent one-half decade...moving our center away from the business of traditional entertainment media and towards that of consumer interactivity.  The mechanics of our currently pending transactions – the acquisition of Ask Jeeves, Inc. (“Ask Jeeves”) and the spin-off of Expedia, Inc. (“Expedia”) – are anticipated to be completed in late July and early August\, respectively.   These events, along with our recent purchase of Cornerstone Brands and the sale of our remaining interests in VUE, are profound in their own right.  They also have a very significant impact on IAC’s financial results and capital position.  The proxy statements recently furnished by IAC and Ask Jeeves describe these matters in detail and should be read carefully.

Today’s communication is meant to provide a historical look at our operating businesses in a new reporting configuration which will form the basis for future presentation of IAC’s financial results, and to summarily show how we view our current capital structure.

Our goal with external reporting is to communicate our business performance and financial position such that our stakeholders may come to fairly understand IAC in the manner in which we do.  We realize that a change in reporting structure is not in and of itself desirable, but with the launch of the “new” IAC post the spin-off of Expedia, now is the appropriate time to make this change, and we believe it will provide additional clarity into IAC’s areas of operation.

Now for the changes:

New Sectors

We are introducing new sectors for reporting our operating results…sectors which correspond to the broad areas of interactivity in which we operate: Retailing, Services, Membership & Subscriptions, and Media & Advertising.  We will also show the performance of our collective Emerging businesses (i.e., stand-alone start-ups which are not fully incubated, such as Gifts.com and our Quiz TV venture in the U.K.), as well as our corporate expenses.  These four sectors plus our Emerging area are the principal lens through which we view our operations – however, we will also continue to provide additional segment results for those who want to dive more deeply.

We are breaking out three segments for the first time: Home Services, which consists of ServiceMagic and previously had been part of IAC Local and Media Services, will be within our Services sector; Discounts, which consists of Entertainment Publications, Inc., also formerly part of Local, will be within our Membership & Subscriptions sector; and Vacations, which had been part of IAC Travel and consists of Interval International (“Interval”), will also be within Membership & Subscriptions.  Citysearch and Evite, the remaining former components of Local, will be part of Media & Advertising, as will be Ask Jeeves (pending).

As indicated in our Q1 and proxy filings, Expedia’s results are different from IAC Travel’s results.  This is principally due to the inclusion of non-cash compensation expense for Expedia as a stand-alone company, the inclusion of Trip Advisor, which previously had been part of IAC Local and Media Services, and the exclusion of Interval and TV Travel Shop (“TVTS”), both of which will remain with IAC following the spin-off. (TVTS has substantially reduced operations and thus is expected to be treated as a discontinued operation beginning in Q2.)

There are differences between this information and the pro forma financial statements and related footnotes in the proxy statements.  For example, historical results for Cornerstone and Ask Jeeves (pending) are not reflected herein, as we do not intend to “pro forma” these businesses in future quarterly reporting. (Though as is our practice, we will identify the impact significant acquisitions have on our reported figures.)  There are also items which are expected to impact future results which are not reflected in the attached schedules.  These include adjustments for non-cash compensation expense and changes to interest income and expense.

Capitalization and Shares

We are also providing supplemental capitalization and weighted share information to give effect to the recently completed and pending transactions.  This information reflects a reverse, 1-for-2 stock split which we anticipate will occur immediately prior to the spin-off.

Presentation of Q2 and Q3 Results

Because the spin-off will, assuming satisfaction of all conditions, occur after our fiscal June quarter, GAAP requires that Expedia’s Q2 results be included in IAC’s consolidated reported results.  But we also intend to show our figures in their new sector configuration, with Travel comprising an additional sector for this one quarter only.  (Results for Expedia will be treated as a discontinued operation by IAC beginning in Q3, assuming the spin-off is effected.)

Please see the following pages and read the important footnotes and legend at the end of this document.

NASDAQ: IACI

July 12, 2005

IAC/InterActiveCorp

Segment Results and Reconciliations

($ in thousands, rounding differences may exist)

The combined revenue presented for “New” IAC and Expedia, Inc. is greater than the consolidated revenue presented in IAC’s historical consolidated financial statements as certain amounts that were historically eliminated in consolidation (i.e., revenues generated by “New” IAC subsidiaries from Expedia, Inc. subsidiaries) will no longer be eliminated.  In addition, effective in Q1 2005, Euvia has been treated as a discontinued operation of IAC and is excluded from the amounts presented above.

(a)       Beginning January 1, 2004, IAC commenced reporting revenue for Hotels.com on a net basis, consistent with Expedia’s historical practice.  Prior period results were not restated for GAAP purposes.  There was no impact to operating income or Operating Income Before Amortization from the change in reporting.

Prepared July 11, 2005.  The information contained herein is unaudited.

1 of 10

IAC/InterActiveCorp

Segment Results and Reconciliations

($ in thousands, rounding differences may exist)

The combined Operating Income Before Amortization presented for “New” IAC and Expedia, Inc. will not add to the total consolidated Operating Income Before Amortization presented in IAC’s historical consolidated financial statements as certain costs which are included in IAC’s historical consolidated financial statements have also been included in Expedia, Inc.’s stand-alone financial statements.  In addition, effective in Q1 2005, Euvia has been treated as a discontinued operation of IAC and is excluded from the amounts presented above.

Prepared July 11, 2005.  The information contained herein is unaudited.

2 of 10

IAC/InterActiveCorp

Segment Results and Reconciliations

($ in thousands, rounding differences may exist)

The total amortization and merger costs presented for Expedia, Inc. includes non-cash compensation originally recognized by IAC related to Expedia, Inc. employees.  This non-cash compensation has been reclassified from Corporate to conform to the presentation in Expedia, Inc.’s stand-alone financial statements.  In addition, effective in Q1 2005, Euvia has been treated as a discontinued operation of IAC and is excluded from the amounts presented above.

(a)       Merger costs incurred by Expedia.com, Hotels.com and Ticketmaster in 2003 for investment banking, legal and accounting fees were related directly to the mergers and are treated as non-recurring for calculating Operating Income Before Amortization.  These costs were incurred solely in relation to the mergers, but may not be capitalized since  Expedia.com, Hotels.com and Ticketmaster were considered the targets in the transaction for accounting purposes.  These costs do not directly benefit operations in any manner, would not normally be recorded by IAC if not for the fact it already consolidated these entities, and are all related to the same transaction, as IAC simultaneously announced its intention to commence its exchange offer for the companies in 2002.  The majority of costs are for advisory services provided by investment bankers, and the amounts incurred in 2003 were pursuant to the same fee letters  entered into by each company in 2002.  Given these factors, IAC believes it is appropriate to consider these costs as one-time.  Operating Income Before Amortization is presented before one-time items.

(b)       Teleservices Q4 2004 amortization includes a $184.8 million impairment charge related to goodwill.

(c)        TVTS Q4 2004 amortization includes a $32.7 million impairment charge related to intangible assets.

Prepared July 11, 2005.  The information contained herein is unaudited.

3 of 10

IAC/InterActiveCorp

Segment Results and Reconciliations

($ in thousands, rounding differences may exist)

The total operating income presented for Expedia, Inc. includes non-cash compensation originally recognized by IAC related to Expedia, Inc. employees.  This non-cash compensation has been reclassified from Corporate to conform to the presentation in Expedia, Inc.’s stand-alone financial statements.  In addition, the combined operating income of “New” IAC and Expedia, Inc. will not add to the total consolidated operating income presented in IAC’s historical consolidated financial statements as certain costs which are included in IAC’s historical consolidated financial statements have also been included in Expedia, Inc.’s stand-alone financial statements.  In addition, effective in Q1 2005, Euvia has been treated as a discontinued operation of IAC and is excluded from the amounts presented above.

Prepared July 11, 2005.  The information contained herein is unaudited.

4 of 10

IAC/InterActiveCorp

Segment Results and Reconciliations

($ in thousands, rounding differences may exist)

Effective in Q1 2005, Euvia has been treated as a discontinued operation of IAC and is excluded from the amounts presented above.

Prepared July 11, 2005.  The information contained herein is unaudited.

5 of 10

IAC/InterActiveCorp

Segment Results and Reconciliations

($ in thousands, rounding differences may exist)