SecProbe.io

November 4, 2024
Gary Swidler
President and Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, Texas 75231
Re:Match Group, Inc.
Form 10-K for the Fiscal Period Ended December 31, 2023
File No. 001-34148
Dear Gary Swidler:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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VIA EDGAR

October 28, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

This letter includes the response of Match Group, Inc. (the “Company,” “Match Group,” “our,” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the filings of the Company referenced above, which were delivered to Match Group in a comment letter dated October 22, 2024. For your convenience, we have included in this letter the text of the Staff’s comment followed by the response of the Company.

Form 10-K for the Year Ended December 31, 2023

General

1.We refer to your correspondence dated September 25, 2024, which states, “[t]he segment disclosures will include revenue and Adjusted Operating Income (Loss) (with a corresponding reconciliation to the closest U.S. GAAP measure, operating income (loss)) for each of the four reportable segments.” Please explain to us how your proposed reconciliations comply with the guidance in ASC 280-10-50-30(b) which requires reconciliation from the total of the reportable segments’ measures of profitability to consolidated income before taxes and discontinued operations. Provide us with your proposed future disclosure.

Response: The Company respectfully acknowledges the lack of clarity in our prior response. We believe Adjusted Operating Income (“AOI”) is our primary measure of profit and loss (at the reportable segment level and otherwise) because the Chief Operating Decision Maker (the “CODM”) and other members of management use AOI for decision-making purposes and evaluations of performance. AOI is also a measure on which our internal budget is based.

However, as noted in our response to comment 2 below, and as Operating Income (“OI”) is also used by the CODM to assess performance and allocate resources, the

segment disclosures to be included in the Form 10-Q for the quarterly period ended September 30, 2024 (the “Q3 2024 10-Q”) will include only OI as the measure of profit or loss for each of the reportable segments and a reconciliation of the total of reportable segment OI to consolidated earnings before taxes (as reported on the face of the Company’s financial statements). Refer to Appendix A for an example of the reconciliation we intend to provide within the segment disclosures included in the Q3 2024 10-Q.

As further described in the response to comment 2 below, the Company is adopting ASU 2023-07 in the fourth quarter of 2024, which will result in some changes to the segment disclosures. In the Form 10-K for the fiscal year ending December 31, 2024 (the “FY 2024 10-K”), the Company intends to disclose both AOI and OI for each reportable segment in the segment disclosure, as both are measures used by the CODM to assess performance and allocate resources, along with a reconciliation from AOI to OI at the segment level and a further reconciliation of the total of reportable segment OI to consolidated earnings before taxes (as reported on the face of the Company’s financial statements).

2.We note in your response to comment 1 in your letter dated April 15, 2024 you indicate that quarterly reporting to the Board of Directors (which includes your CODM) included both Adjusted Operating Income (AOI) and Operating Income (OI) for each Brand Group. Please tell us if the CODM receives OI information in addition to AOI for each reportable segment. If so, tell us how you determined the required measure of segment profit or loss to report under ASC 280-10-50-28.

Response: The Company respectfully confirms that our response to comment 1 in the letter dated April 15, 2024 acknowledged that the Board of Directors, which includes our CODM, receives both AOI and OI at the Brand Group level (aligned with our reportable segments).

While the Company primarily uses AOI to assess performance across the organization and presents this quarterly to the Board of Directors (including the CODM), the Company also presents OI in the quarterly Board of Directors materials. Therefore, in accordance with ASC 280-10-50-28, we will present OI as the measure of segment profit or loss in our third quarter 2024 segment disclosure. Refer to Appendix A for an outline of the proposed segment disclosure to be included in the Q3 2024 10-Q.

The Company acknowledges that there will be additional changes to the segment disclosures with the adoption of ASU 2023-07 in the fourth quarter of 2024. Based on the updated guidance in ASU 2023-07 related to multiple measures of segment profit and loss, we will report both AOI and OI in the segment disclosure within the FY 2024 10-K.

Please do not hesitate to contact me if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Gary Swidler

Gary Swidler

President and Chief Financial Officer

cc:    Sean Edgett, Chief Legal Officer and Secretary

Match Group, Inc.

Richard D. Truesdell, Jr.

Pedro J. Bermeo

Davis Polk & Wardwell LLP

Appendix A - Draft Segment Reconciliation for the period ending September 30, 2024

Before the adoption of ASU 2023-07

 Three Months Ended September 30,  Nine Months Ended September 30,

 2024  2023  2024  2023

 (In thousands)

Operating income (loss):

Tinder $ XX,XXX  $ XX,XXX  $ XX,XXX  $ XX,XXX

Hinge XX,XXX  XX,XXX  XX,XXX  XX,XXX

MG Asia XX,XXX  XX,XXX  XX,XXX  XX,XXX

Evergreen & Emerging XX,XXX  XX,XXX  XX,XXX  XX,XXX

Total segment operating income XXX,XXX  XXX,XXX  XXX,XXX  XXX,XXX

Corporate and unallocated costs (XX,XXX)  (XX,XXX)  (XX,XXX)  (XX,XXX)

Interest expense (XX,XXX)  (XX,XXX)  (XX,XXX)  (XX,XXX)

Other income, net X,XXX  X,XXX  X,XXX  X,XXX

Earnings before income taxes $ XXX,XXX  $ XXX,XXX  $ XXX,XXX  $ XXX,XXX

October 22, 2024
Gary Swidler
President and Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, Texas 75231
Re:Match Group, Inc.
Form 10-K for the Fiscal Period Ended December 31, 2023
File No. 001-34148
Dear Gary Swidler:
            We have reviewed your July 24, 2024 and September 25, 2024 responses to our
comment letter and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We refer to your correspondence dated September 25, 2024, which states, “[t]he
segment disclosures will include revenue and Adjusted Operating Income (Loss) (with
a corresponding reconciliation to the closest U.S. GAAP measure, operating income
(loss)) for each of the four reportable segments.” Please explain to us how your
proposed reconciliations comply with the guidance in ASC 280-10-50-30(b) which
requires reconciliation from the total of the reportable segments’ measures of
profitability to consolidated income before taxes and discontinued operations. Provide
us with your proposed future disclosure.
2.We note in your response to comment 14 in your letter dated April 15, 2024 you
indicate that quarterly reporting to the Board of Directors (which includes your
CODM) included both Adjusted Operating Income (AOI) and Operating Income (OI)
for each Brand Group. Please tell us if the CODM receives OI information in addition
to AOI for each reportable segment. If so, tell us how you determined the required
measure of segment profit or loss to report under ASC 280-10-50-28.

October 22, 2024
Page 2
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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VIA EDGAR

September 25, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed January 30, 2024

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

This letter includes the supplemental response of Match Group, Inc. (the “Company,” “Match Group,” “our,” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the filings of the Company referenced above, and telephone conversations held among the Staff, the Company and representatives of Davis Polk & Wardwell LLP and Ernst & Young LLP, as applicable.

Due to recent business changes (discussed further below) and our continual assessment of the application of ASC 280, we have reassessed the Company’s operating segments and reportable segments and are implementing the related changes described below as of the quarter ending September 30, 2024.

I.Business updates

The Company has considered the following business updates which occurred during the quarter ending September 30, 2024:

•In July 2024, Starboard Value, an activist investor, accumulated a 6.6% stake in Match Group and publicly stated in a letter dated July 15, 2024 “We believe Match has an opportunity to meaningfully improve its profitability. Despite significant revenue growth over the last five years – from approximately $2 billion of revenue in 2019 to an expected $3.6 billion this year – the Company’s adjusted operating margins have declined during this time.” and “…we believe these opportunities present a clear opportunity for Match to increase its adjusted operating margins to over 40%. Match should focus on achieving at least 40% margins – a target the Company has itself referenced – as soon as possible.”

•Starboard is the third activist investor to build a stake in Match Group in 2024, following Elliott Investment Management and Anson Funds Management, both of which are pushing for similar asks as Starboard Value. Additionally, in March 2024, after conversations with Elliott Investment Management, we added two directors to our Board of Directors.

•Business trends have changed in recent quarters, as evidenced by changes in Match Group’s share price, revenue growth, payers, and adjusted operating income margins, as discussed in the Company’s recent earnings releases.

Because of the developments described above, the Company and its Chief Operating Decision Maker (the “CODM”) have become further focused on profitability metrics at the Tinder, Hinge, Evergreen & Emerging Brands (“E&E”), and Match Group Asia (“MG Asia”) (each, a “Brand Group”) level in order to deliver increased shareholder value. An example of this is the Company’s decision to shut down its live streaming services, which was made in July 2024, based upon the limited profitability that these services provided to our consolidated operating margins. These shutdowns were publicly announced in the Company’s Q2 2024 earnings release and our CODM stated on our earnings call, “these businesses require significant further investment, and our financial profiles are below what we'd ultimately like our brands to achieve.”

Given these changes and our increased focus on profitability at the Brand Groups, we are updating the structure and content of the CODM’s reporting package which the CODM regularly reviews, to include profitability metrics for each new segment described below (note that this may require a more precise approach to shared cost allocations and discrete financial information prepared at each segment). This will allow the CODM to assess performance and make resource allocation decisions based on the profitability metrics provided at the Brand Group level. Additionally, we will begin disclosing disaggregated profitability metrics at the Brand Group level to investors as a result of the factors above in our third quarter Form 10-Q in response to this reassessment, in accordance with ASC 280.

II.Change in segment determinations

The Company believes that its historical assessment and conclusion were appropriate in accordance with ASC 280 and does not believe its decision to transition from one reportable segment to four reportable segments is an error, but rather due to a shift in focus based on recent business updates as discussed above.

As detailed in the Company’s prior responses to the Staff’s comments dated April 15, 2024, May 22, 2024, and July 24, 2024, the Company believes its historical conclusion of one reportable segment was justified under ASC 280. We have always considered our Company to be a portfolio of brands all with a single purpose – online dating or “connections” – and have operated it accordingly with a focus on maximizing consolidated revenue and profitability. Significant judgment is required to apply the accounting standards of ASC 280, and we believe our conclusion with respect to our segments and the judgments made in connection therewith were appropriate. However, the Company has determined that transitioning to four operating segments and four

reportable segments on a prospective basis is appropriate under ASC 280 based on the recent business updates discussed above that have increased our focus on profitability at the Brand Groups.

As detailed further below, the four operating and reportable segments will consist of Tinder, Hinge, E&E, and MG Asia as of the quarter ending September 30, 2024.

For the avoidance of any doubt, the Company also evaluated whether a change in its reportable segments would have a material impact on its historical financial statements based on SAB Topic 1.M. The Company reiterates that it does not believe an error has occurred and performed this analysis based upon the aforementioned factors, including updates to the business. Segment determinations could impact the goodwill impairment assessment as goodwill is required to be assessed at the reporting unit level (i.e., at the operating segment or one level below). However, based on an analysis of the fair values and carrying values of each reporting unit as of October 1, 2023 (the Company’s previous annual impairment testing date), the Company concluded that a change in operating segments and reporting units would not have resulted in any goodwill impairment charges as each reporting unit would have had significant headroom.

As outlined in Appendix A, the Company believes that disaggregated revenue information at the Brand Group level and discussion regarding revenue trends and major drivers of operating expenses impacting profitability at the Brand Group level have historically provided the relevant and material financial information for a reasonable investor to make decisions.

The Company also considered any impact to management's previous evaluation and assessment of the effectiveness of internal control over financial reporting (“ICFR”) and its disclosure controls and procedures. The Company maintains that our internal controls over financial reporting and disclosure controls and procedures operated effectively for the year ended December 31, 2023 and that our internal controls continue to operate effectively as we reassess our operating segments and reportable segments as of the quarter ending September 30, 2024. Even if this change was considered to be the result of an error, such error would not have had a material impact to the financial statements, and therefore it would not have risen to the level of a material weakness. Refer to Appendix A for additional analysis.

III.Identification of operating segments

Based on the guidance in ASC 280-10-50, an operating segment is a component that has all of the following characteristics:

•Engages in business activities;

•Discrete financial information is available; and

•Operating results are regularly reviewed by the CODM to make decisions about resources to be allocated to the segment and assess its performance.

Each Brand Group (Tinder, Hinge, E&E, and MG Asia) engages in business activities and discrete financial information is available for each. Such financial information will now be provided and regularly reviewed by the CODM which will enable the CODM to assess

performance and make resource allocation decisions based on profitability metrics at the Brand Group level. The leaders of each Brand Group report directly to the CODM, along with other functional leaders.

These, along with other, considerations led the Company to conclude that it has the following four operating segments:

•Tinder;

•Hinge;

•E&E; and

•MG Asia.

IV.Determination of reportable segments

Operating segments may be aggregated into a single reportable segment if certain criteria are met under ASC 280-10-50-11, however aggregation is not required. The Company has not elected to aggregate any operating segments into a reportable segment.

Therefore, the Company’s reportable segments are the same as its operating segments - Tinder, Hinge, E&E, and MG Asia.

V.Determination of reporting units

ASC 350 requires goodwill to be measured at the reporting unit level, which is defined as an operating segment or one level below an operating segment (i.e., a component of an operating segment). In accordance with ASC 350-20-55-7, two or more components of an operating segment are required to be aggregated into a single reporting unit if they have similar economic characteristics.

E&E and MG Asia are the only operating segments that include more than one component. To determine if those components represent reporting units, the Company considered the guidance in ASC 350 and ASC 280 and concluded that the components of E&E and MG Asia should be aggregated into single reporting units based on factors in the guidance such as (a) the manner in which the entities operate and nature of those operations, (b) the extent to which the components share assets and other resources, (c) the components supporting and benefiting from common research and development projects, (d) the type or class of customer, (e) the nature of services and methods used to provide those services, and (f) the nature of the regulatory environment.

As such, the reporting units are as follows:

•Tinder;

•Hinge;

•E&E; and

•MG Asia.

VI.Expected changes for Q3 2024

The Company is in the process of allocating goodwill to the reporting units based on their relative fair values as of September 30, 2024. However, we consider it highly unlikely that any goodwill impairment exists given the significant headroom that exists at each reporting unit based on our preliminary assessment and the overall market capitalization compared to the total carrying value of the reporting units, as well as the results of our analysis as of October 1, 2023 discussed above. We plan on having this analysis completed prior to the Form 10-Q filing for the period ending September 30, 2024.

The Company intends to add a segment footnote in the financial statements included in our Form 10-Q filing for the period ending September 30, 2024 with the required disclosures under ASC 280, and also intends to include segment discussion in MD&A, based on these updated conclusions. The disclosures will include disaggregated profitability information in addition to the disaggregated revenue information at the Brand Group level already provided. The Company will recast the prior comparative periods so that the segment information is presented on a consistent reporting basis.

The segment disclosures will include revenue and Adjusted Operating Income (Loss) (with a corresponding reconciliation to the closest U.S. GAAP measure, operating income (loss)) for each of the four reportable segments. Certain corporate costs are not allocated to the individual segments and will be presented separately.

The following items will not be disclosed by segment as they are not regularly reviewed by the CODM nor included in the measure of segment profitability:

•Intercompany revenue;

•Total assets;

•Interest income and interest expense; and

•Income tax expense or benefit.

Please do not hesitate to contact me if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Gary Swidler

Gary Swidler

President and Chief Financial Officer

cc:    Sean Edgett, Chief Legal Officer and Secretary

Match Group, Inc.

Richard D. Truesdell, Jr.

Pedro J. Bermeo

Davis Polk & Wardwell LLP

Appendix A - Materiality & ICFR Analysis

Materiality Analysis

The following excerpts from SAB Topic 1.M (presented in italics) were used as a basis for managements’ materiality analysis.

Materiality concerns the significance of an item to users of a registrant’s financial statements. A matter is “material” if there is a substantial likelihood that a reasonable person would consider it important.

The omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

As discussed in Section II above, “Change in segment determinations,” based on an analysis of the fair values and carrying values of each reporting unit as of October 1, 2023 (the Company’s previous annual impairment testing date), the Company concluded that a change in operating segments and reporting units would not have resulted in any goodwill impairment charges as each reporting unit has significant headroom.

In addition to a quantitative analysis, SAB Topic 1.M also includes qualitative factors to consider when assessing materiality, which are outlined below along with management’s considerations.

•Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate.

This change in segment determinations will not have any quantitative impact on reported financial results. The segment analysis does not involve precise measurements or estimates as the guidance in ASC 280 is based on management’s view of the business and requires significant judgment.

•Whether the misstatement masks a change in earnings or other trends.

Revenue from each of the Brand Groups is primarily derived directly from users in the form of recurring subscriptions. Disaggregated revenue information at the Brand Group level has historically been disclosed in our MD&A, including drivers of major year-over-year changes. For example, the following discussion was included under the revenue amounts by Brand Group in the Form 10-K for the 2023 fiscal year (the “2023 Form 10-K”):

•“Tinder Direct Revenue grew 7% in 2023 versus 2022, driven by growth in RPP due to pricing optimizations in the U.S. market and new weekly subscription offerings, partially offset by a decrease in Payers partially attributed to the pricing optimizations.”

•“Hinge Direct Revenue grew 40% in 2023 versus 2022, driven by 27% growth in Payers and 10% growth in RPP. The Payer growth at Hinge was across geographies, but in particular in the Americas and Europe, which was a focus of

international expansion in 2023 for Hinge. RPP increased as a result of pricing optimizations in the U.S.”

•“MG Asia Direct Revenue declined 6% in 2023 versus 2022, driven by declines at Hakuna and Pairs, partially offset by growth at Azar.”

•“E&E Direct Revenue declined 5% in 2023 versus 2022, as we continued to moderate marketing spend at our Evergreen brands. The decline at our Evergreen brands was partially offset by growth at our Emerging brands.”

Given the similarities in the nature and operations of each Brand Group, the fact that the cost structures of the Br

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VIA EDGAR

July 24, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed January 30, 2024

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

This letter includes the response of Match Group, Inc. (the “Company,” “Match Group,” “our,” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the filings of the Company referenced above, which were delivered to Match Group via teleconference on June 28, 2024. For your convenience, we have included in this letter our understanding of the Staff’s verbal comments followed by the response of the Company.

Form 10-K for the Year Ended December 31, 2023

Notes to the Consolidated Financial Statements, page 62

1.Please provide further color on the CODM’s interactions with the Brand Group CEOs. What is the frequency of these meetings? What is discussed? What financial information is discussed and why? If brand profitability is discussed, please explain under what circumstances.

Response: The Chief Operating Decision Maker (the “CODM”), who is the Chief Executive Officer of Match Group (the “CEO”), holds one-on-one meetings with each of the Chief Executive Officers of Tinder, Hinge, Match Group Asia, and Evergreen & Emerging Brands (each, a “Brand Group”) (collectively the “Brand Group CEOs”) every other week. These regular meetings are focused on product ideas, innovation, brand positioning, monetization initiatives, user engagement, company culture, and people, and the topics vary from meeting to meeting. The CODM does not review or discuss brand profitability at these meetings with the Brand Group CEOs. The only financial information that is occasionally discussed is related to revenue trends and user metrics, which are the primary responsibility of the Brands Group CEOs.

2.Explain in further detail the budgetary oversight that Brand Group CEOs are subject to by the CODM. What happens if a Brand Group is over budget and/or needs to modify the budget? What is the CODM’s involvement in that process? If changes are made to the budget, are those discussed in the CODM’s regular meetings with the Brand Group CEOs?

Response: At the beginning of the year, the Company prepares a consolidated budget. The Company’s central financial planning & analysis team (“Corporate Finance”) works with Brand Group CEOs and the Chief Financial Officers of each Brand Group (collectively the “Brand Group CFOs”) to prepare Brand Group budgets. Corporate Finance also works with functional leaders at the corporate level to prepare budgets for areas of the Company that are centralized such as trust and safety, IT security engineering, and general administrative functions including legal, accounting, and tax. The Brand Group and centralized function budgets form the basis for the consolidated budget at the beginning of the year. The consolidated annual budget is presented to the CODM for his review and approval in the same format as the CODM Reporting Package (as described in our response letter dated April 15, 2024) by the President & Chief Financial Officer of Match Group (the “CFO”) and Corporate Finance.

Thereafter, the budget is monitored and forecast updates to the consolidated budget are prepared monthly. These updated consolidated forecasts are prepared using a similar process to the annual budget. Monthly updates by the Brand Groups are communicated to Corporate Finance through meetings (the “Monthly Brand Group Forecast Meetings”) where Brand Group CEOs and CFOs present updates to the budget or prior forecast. Centralized functional areas not within the Brand Groups also provide Corporate Finance with updated forecasts. Corporate Finance compiles the Brand Group and centralized function information into an updated consolidated forecast which is then presented to the CODM by the CFO and Corporate Finance in monthly consolidated forecast meetings (the “Monthly Consolidated Forecast Meeting”) utilizing an updated CODM Reporting Package for discussion.

Any significant changes to the consolidated budget are escalated to the CODM in the Monthly Consolidated Forecast Meeting for his consideration and approval. If the results presented in the CODM Reporting Package during the Monthly Consolidated Forecast Meeting are not in-line with the CODM’s expectations for consolidated revenue or profit, discussions are held in the Monthly Consolidated Forecast Meeting to determine where adjustments can be made to the consolidated forecast. For example, if the consolidated forecast has profitability below expected targets because a Brand Group requests additional marketing spend for an advertising campaign, the CODM uses the information provided in the CODM Reporting Package, including recent trends in revenue and associated user metrics, to evaluate options and decide where expenses could be reduced elsewhere across the Company (e.g., whether by reducing planned expenditures at one or more other Brand Groups, reducing corporate expenditures, reducing investments in new initiatives, or more often a combination thereof) to meet the Company’s consolidated profitability target.

If during the Monthly Consolidated Forecast Meeting the CODM deems changes are needed in expenditures or other areas of the budget, Corporate Finance communicates those changes to the Brand Group CEOs and/or Brand Group CFOs and to the central functional leaders. The CODM does not use the one-on-one Brand Group CEO meetings described in the response to comment 1 to communicate such changes.

3.We noted that after the forecast updates the CODM is given some strategic options. Who decides which strategic options are presented/what is the process? For example, if reducing costs is an option, who decides which brand gets new spend dollars or must cut costs?

Response: As noted above, if any forecasted consolidated revenue or profitability measures are not aligning with the Company’s targets, the CODM discusses the issues with the CFO and Corporate Finance in the Monthly Consolidated Forecast Meeting. The CFO and Corporate Finance will identify options based on their knowledge of the business and recent revenue trends, and identify for the CODM where changes from prior forecasts have occurred. The CODM evaluates the options, decides where resources should be re-allocated, and ultimately selects the best option (or combination of options) that he believes maximizes the Company’s revenue while maintaining our consolidated profitability targets. As noted above, these strategic decisions may apply to an individual Brand Group, a combination of Brand Groups, to all Brand Groups, and/or centralized functions depending on the circumstances. The CODM’s decision-making process is based on the expected impact to the consolidated results, and individual Brand Group profitability does not factor into decision making at the CODM level.

4.Please confirm that the brand group level AOI and OI is provided to the Board of Directors as part of the approval of the annual budget.

Response: We confirm that the annual plan information provided to the Board of Directors includes adjusted operating income (“AOI”) and operating income (“OI”) at the Brand Group level. However, that information does not correspond or reconcile to the annual consolidated budget approved by the CODM at the beginning of the year because there are certain costs that are not associated with, or allocated to, a specific Brand Group. Those unallocated costs, while included in the consolidated totals presented to the Board of Directors, are not otherwise presented to them separately. Accordingly, the Brand Group-level profitability information included in the Board of Directors materials is not intended to be used by Board members (including the CODM) to make fully informed decisions about the Company’s operations and is provided for informational purposes only.

Please do not hesitate to contact me if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Gary Swidler

Gary Swidler

President and Chief Financial Officer

cc:    Jeanette Teckman, Chief Legal Officer

Match Group, Inc.

Richard D. Truesdell, Jr.

Pedro J. Bermeo

Davis Polk & Wardwell LLP

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VIA EDGAR

July 17, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed January 30, 2024

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

On behalf of Match Group, Inc., a Delaware corporation (the “Company”), we are submitting this letter in response to the comments of the Staff of the Securities and Exchange Commission (the “Staff”), which were delivered to Match Group via teleconference on June 28, 2024, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2023 and Form 8-K filed January 30, 2024. In that teleconference, you requested that the Company respond to the comments contained in the letter by July 17, 2024 or advise the Staff when the Company will respond. The Company respectfully requests an extension of the original due date requested by the Staff to July 24, 2024 in order to allow the Company to prepare a response to the Staff’s comments.

Sincerely,

/s/ Gary Swidler

Gary Swidler

President and Chief Financial Officer

cc:    Jeanette Teckman, Chief Legal Officer
    Match Group, Inc.

    Richard D. Trusdell, Jr.
    Pedro J. Bermeo
    Davis Polk & Wardwell LLP

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VIA EDGAR

May 22, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed January 30, 2024

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

This letter includes the response of Match Group, Inc. (the “Company,” “Match Group,” “our,” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the filings of the Company referenced above, which were delivered to Match Group in a comment letter dated May 8, 2024. For your convenience, we have included in this letter the text of the Staff’s comment followed by the response of the Company.

Form 10-K for the Year Ended December 31, 2023

Notes to the Consolidated Financial Statements, page 62

1.We note your response to prior comment one and your statement that the Board of Directors receives forecasted and actual results for revenue, AOI, and OI (including AOI and OI margins) at the Brand Group level in its quarterly reporting. Please confirm whether your CODM also receives this Brand Group-level information, the frequency it is received, and how it is used. Also confirm if the CODM receives this same Brand Group-level of detail during the budgeting process.

Response: The Chief Operating Decision Maker (the “CODM”) is a member of the Board of Directors and does receive the Brand Group-level information solely in his capacity as a member of the Board four times a year, as the Board generally meets in the last month of each fiscal quarter. Because this information is only provided to the CODM four times a year in his capacity as a member of the Board, it cannot be timely utilized (and is not utilized) by the CODM in his decision-making processes or performance assessments. The CODM is faced with business decisions on a monthly or more frequent basis, and the monthly CODM reporting package is used to inform these decisions. Specifically, the CODM is making strategic decisions from information presented at monthly

consolidated forecast meetings, which are informed by the monthly CODM reporting package. The monthly CODM reporting package does not include Brand-Group level AOI or OI and the Brand CEOs do not attend the monthly consolidated forecast meetings.

The Brand Group-level information is provided to the Board of Directors to illustrate the factors driving consolidated results and is not used as part of the CODM’s decision-making process, as noted above. The consolidated amounts are always presented prior to any Brand Group-level detail, in light of their prominence and significance. Consolidated Match Group performance remains the primary focus for both the Board of Directors and Company management, including the CODM.

During the budgeting process, the CODM does not receive the same Brand Group-level of information that is presented to the Board of Directors (AOI and OI at the Brand Group-level), but does receive revenue information at the Brand-Group level. At the point in the budgeting process when the CODM is involved, any profitability information (specifically, AOI, OI and their respective margins) presented to the CODM is focused exclusively on consolidated results.

2.Please describe how each of the Brand CEOs and other of the CODM’s direct reports are compensated, including whether any compensation is dependent on a measure of profitability at the Brand Group level.

Response: The Company respectfully submits that the compensation packages for the CODM’s direct reports consist of salary, annual cash bonus, and long-term equity award incentives. We have summarized the different components of the 2024 compensation packages and the relative weighted averages of those components for both groups below.

Employee Group  Salary  Bonus target  Stock-based compensation

Brand CEOs  7%  7%  86%

Other CODM Direct Reports  11%  13%  76%

Salary is a specified annual amount that is not tied to any measure of profitability at a Brand Group level or any other specific metric.

Target annual bonus is defined as a percentage of the individual’s salary. The actual payout amount can be higher or lower than the target amount based on various factors. With one exception noted below, annual bonus payout decisions for all of the CODM’s direct reports are subjective and are made on a non-formulaic facts and circumstances assessment of Company and individual performance. In determining individual annual bonus amounts, a variety of factors are considered, including the Company’s overall performance, such as growth in revenue and profitability over the prior year and performance against the Company's plan, and an employee’s individual performance and contribution to the Company’s success. For the Brand CEOs, these factors also include their individual Brand Group performance, focused primarily on revenue growth.

For one individual included in the Other CODM Direct Reports group, the bonus payout is determined primarily on the basis of pre-established consolidated Match Group

financial metric targets with a smaller portion determined based on an evaluation of the employee’s individual performance.

The equity incentive compensation component, which represents the overwhelming percentage of total compensation for both groups, is determined on an individual basis for all of the CODM’s direct reports and there is no one particular equity vehicle applied across the entire group. We want all of the CODM’s direct reports to be focused on total Company value and the performance of our portfolio of brands as a whole. For three of the four Brand CEOs and all Other CODM Direct Reports, equity incentive compensation included Match Group restricted stock units (“RSUs”). The majority of these individuals also received performance-based RSUs with a performance factor tied to Match Group’s relative total stock return against other companies in a given market index (“TSR Awards”). Both the RSU awards and TSR Awards are tied to the performance and success of Match Group as a whole.

The equity incentive compensation component for the one Brand CEO not included above was split approximately evenly between 1) a TSR Award, and 2) RSUs denominated in the equity of a Company subsidiary which owns the brand, the value of which are based on the equity value of such subsidiary (the “Subsidiary RSUs”). All equity-eligible employees of this brand, including the Brand CEO, received the Subsidiary RSUs. As this brand has experienced high revenue growth, providing a direct link between the brand value created and compensation is important to the brand’s ongoing recruiting and retention efforts. We believe aligning the Brand CEO and employees with the same equity instrument is also important so that all team members have similar incentives to further build the value of the brand.

We considered the compensation of the CODM’s direct reports and concluded that the vast majority of their compensation is tied to overall Match Group performance through the Match Group RSUs and TSR Awards. We believe it is important that we manage our portfolio of brands together to drive overall Company value. While a portion of the annual bonus payouts is tied to Brand Group performance, we did not consider this element to be a significant factor in the overall compensatory arrangements.

Please do not hesitate to contact me if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Gary Swidler

Gary Swidler

President and Chief Financial Officer

cc:    Jeanette Teckman, Chief Legal Officer

Match Group, Inc.

Richard D. Truesdell, Jr.

Pedro J. Bermeo

Davis Polk & Wardwell LLP

United States securities and exchange commission logo
May 8, 2024
Gary Swidler
President and Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, Texas 75231
Re:Match Group, Inc.
Form 10-K for the Fiscal Period Ended December 31, 2023
Form 8-K filed January 30, 2024
File No. 001-34148
Dear Gary Swidler:
            We have reviewed your  April 15, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 20,
2024 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements, page 62
1.We note your response to prior comment one and your statement that the Board of
Directors receives forecasted and actual results for revenue, AOI, and OI (including AOI
and OI margins) at the Brand Group level in its quarterly reporting. Please confirm
whether your CODM also receives this Brand Group-level information, the frequency it is
received, and how it is used. Also confirm if the CODM receives this same Brand Group-
level of detail during the budgeting process.
2.Please describe how each of the Brand CEOs and other of the CODM’s direct reports are
compensated, including whether any compensation is dependent on a measure of
profitability at the Brand Group level.

 FirstName LastNameGary Swidler
 Comapany NameMatch Group, Inc.
 May 8, 2024 Page 2
 FirstName LastName
Gary Swidler
Match Group, Inc.
May 8, 2024
Page 2
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

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VIA EDGAR

April 15, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed January 30, 2024

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

This letter includes the response of Match Group, Inc. (the “Company,” “Match Group,” “our,” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the filings of the Company referenced above, which were delivered to Match Group in a comment letter dated March 20, 2024. For your convenience, we have included in this letter the text of the Staff’s comment followed by the response of the Company.

Form 10-K for the Year Ended December 31, 2023

Notes to the Consolidated Financial Statements, page 62

1.We note you have a Chief Operating Officer for Tinder, Hinge, Match Group (Asia), and Evergreen & Emerging Brands. Tell us how those leaders align with your segment structure. Disclose the factors used to identify your reportable segments, including whether operating segments have been aggregated. We refer to the guidance in ASC 280-10-50-21. Also, please describe the disaggregated financial information the CODM receives, the frequency it is provided, and how it is used by the CODM. In your response, specifically tell us what financial information the CODM receives about each business / brand, if any. Finally, tell us what disaggregated financial information is provided to the Board of Directors.

Response: The Company respectfully submits that it consists of one operating segment based on the guidance in ASC 280 and management’s approach to making key operating decisions and assessing performance, which are based primarily on consolidated revenue and profitability metrics.

In response to the Staff’s comment and to further clarify the determination of our reportable segment conclusion to readers of our consolidated financial statements, the

Company respectfully submits that in its future Form 10-K and 10-Q filings with the Commission, it will explicitly state that the operating segment and reportable segment are the same.

Match Group operates under a portfolio approach which offers various social connection apps with very similar offerings which feature a profile set up, discovery of matches, post-match experience, and paid subscription and à la carte features. While some of our apps (which we also call brands) are focused on a specific target audience based on age, sexual orientation, ethnicity or race, religion, and/or relationship intent, there is a significant amount of overlap in the customer base for our apps. In fact, our users frequently engage with more than one of our apps whether consecutively or concurrently. The underlying purpose of our apps overlap, therefore many of our apps could easily be substituted for one another.

We have identified our operating segment at the overall Match Group level because the Chief Operating Decision Maker (the “CODM”) assesses performance and allocates resources at this level given the similarity in the business model, risks, service offerings, and technology among the brands. Our primary focus is to manage our portfolio to maximize our consolidated market share and revenue growth regardless of our individual brands, while attaining consolidated profitability targets, as further described below.

Each of the four brands or brand groupings mentioned in the Staff’s comment, which are Tinder, Hinge, Match Group Asia, and Evergreen & Emerging Brands (each, a “Brand Group”), has a Chief Executive Officer (collectively the “Brand CEOs”) who oversees the day-to-day operations and go-to-market strategy for their respective Brand Group. These leaders report directly to Bernard Kim, Chief Executive Officer of Match Group, who we consider the Company’s CODM. Other direct reports of the CODM include Match Group’s President & Chief Financial Officer, Chief Legal Officer, Chief People Officer, and Chief Technology Officer (collectively the “Functional Leaders”). The CODM’s interactions with the Brand CEOs are focused on product innovation, brand positioning and monetization initiatives, which are critical to driving revenue expansion for our business. While the Brand CEOs are empowered with the authority to manage and grow their respective Brand Group, they are subject to and limited by strategic and budgetary oversight from the CEO and central Functional Leaders. The primary role of the Brand CEOs is to drive users and revenue for their respective Brand Groups. The Functional Leaders who report directly to the CODM manage their respective functions on an enterprise-wide basis given the brands all have very similar risks and strategies.

There are multiple examples of key initiatives being driven from the CODM for application across the portfolio of brands. For instance, our Chief Technology Officer is currently working across our portfolio at the direction of our CODM on a variety of artificial intelligence initiatives to drive product innovation and, ultimately, revenue expansion. There are also numerous other functions that are centralized to be an efficient use of resources and avoid duplicative efforts across the portfolio of brands, which underpins the approach to managing profitability and overall decision making at the consolidated level.

Below are a few significant examples that allow the CODM to make decisions and assess performance at the Match Group level:

•Our apps are almost exclusively accessed through the Apple App Store and the Google Play Store. We rely on these key partners to distribute and process payments for our apps. Our relationships with these key vendors are managed centrally and any beneficial or adverse impacts from our relationships with these distribution partners or changes to their policies would impact all Match Group apps. In-app purchases fees represent our single largest expense and totaled over $600 million in 2023.

•We rely on cloud-based, hosted web service providers, such as Amazon Web Services and Google Cloud Platform, in connection with the provision of our services generally, as well as to facilitate and process certain transactions with our users. These contractual arrangements are managed centrally to leverage the combined efficiencies of scale and boost consolidated profitability.

•Certain internally developed technology assets and capabilities are utilized by multiple brands across the portfolio. We also frequently deploy new monetization features (e.g., subscription or à la carte features) to various brands across the portfolio when they have been proven to be successful.

•Over the past several years, Match Group has been centralizing additional functions, such as Trust & Safety and IT Security Engineering, to reduce duplication and redundancy across the portfolio and drive increased consolidated profitability.

Please refer to page 6 in our Form 10-K for the fiscal year ended December 31, 2023 where the centralized functions are further discussed under the heading “Our Portfolio Strategy.”

Match Group holds annual planning meetings with each Brand Group which are attended by the CODM. In these meetings, leaders from the Brand Groups discuss their goals, initiatives, potential marketing campaigns, and revenue generating ideas. From these meetings, our centralized financial planning and analysis team, together with the Brand Group’s financial planning and analysis teams, are tasked with preparing a forecast for each Brand Group for the upcoming fiscal year, all of which are combined, along with certain enterprise function considerations, to create a consolidated Match Group forecast.

The consolidated Match Group financial forecast is then generally updated monthly throughout the year. Updates to each Brand Group’s forecasts result from monthly meetings with leaders from each Brand Group. These monthly forecast update meetings are attended by individuals from the centralized financial planning and analysis team and consist of a presentation prepared by the Brand Groups which include projections of quarterly and full-year revenue, Adjusted Operating Income (“AOI”), and key operating metrics, including number of paying users (“Payers”) and Revenue-per-Payer (“RPP”). The CODM does not generally attend the individual Brand Group forecast update meetings.

Once the monthly forecast meetings are completed, the central financial planning and analysis team holds an initial consolidated Match Group forecast meeting to review the forecast at the consolidated Match Group level with the Company’s President & Chief Financial Officer. Additional adjustments to the Brand Group level forecasts that are deemed appropriate, if any, are made at that time and the updated consolidated Match Group forecast reflecting these adjustments is then finalized.

The updated Match Group consolidated forecast is then presented to the CODM by the President & Chief Financial Officer and the central financial planning and analysis team on a monthly basis. This presentation (the “CODM Reporting Package”) only includes profitability measures at the consolidated Match Group level. Specifically, the CODM Reporting Package includes actual results and forecasted data for the following:

•Consolidated revenue;

•Consolidated AOI and AOI margins;

•Consolidated Operating Income (“OI”) and OI margins;

•Disaggregated information on revenue and cost of acquisition (“COA” or “customer acquisition”) for each Brand Group;

•Foreign exchange currency impacts on consolidated revenue and revenue at the most impacted Brand Groups (i.e., Brand Groups with significant revenue in non-USD currencies); and

•Key operating metrics (Payers and RPP) at a consolidated level and for certain individual brands.

Revenue, Payers, RPP, and COA metrics are the only metrics presented to the CODM below the consolidated level. Profitability below the consolidated level is not a measure the CODM reviews regularly nor is it utilized by the CODM when making resource allocation decisions or assessing performance.

The CODM works with the President & Chief Financial Officer and the central financial planning and analysis team to develop consolidated revenue and profitability targets. The CODM uses the information from the CODM Reporting Package to evaluate consolidated Match Group performance against our consolidated forecast. He also uses this information to understand how the various revenue-related initiatives are performing by evaluating key operating metrics such as RPP and Payer metrics. Based on input provided by the President & Chief Financial Officer and the central financial planning and analysis team, the CODM is provided with strategic options to achieve our consolidated targets during the monthly consolidated forecast meetings. After being presented with the options that would align with our strategic goals, the CODM makes the final decision on which options to implement and how resources will be allocated.

The CODM Reporting Package, particularly consolidated revenue and AOI, supplemented by disaggregated Brand Group revenue information, serves as the basis for the CODM’s performance evaluations and resource allocation decisions. The CODM does not regularly review disaggregated profitability metrics. While more detailed revenue information is regularly reviewed by the CODM at the Brand Group level, revenue information alone is not sufficient for the CODM to make resource allocation decisions at any level other than the consolidated level.

The quarterly reporting to our Board of Directors in connection with the fiscal period ended December 31, 2023 included forecasted and actual results for revenue, AOI, and OI (including AOI and OI margins) on a consolidated basis and at the Brand Group level.

The Brand Group information is included to help provide further clarity and context on the details of our overall consolidated performance and does not drive strategic decision making. The consolidated Match Group amounts are always presented prior to any Brand Group level detail, and consolidated Match Group performance remains the primary focus for both the Board of Directors and Company management.

The Board of Director information packages also generally include certain metrics and detailed business updates (e.g., new features, marketing campaigns, focus areas and initiatives, etc.) for Tinder and sometimes Hinge, which are two of our largest and fastest growing brands. These metrics may include the following, but not all are consistently presented in the materials for every period or every Brand Group:

•Payers;

•RPP;

•Number of application downloads;

•Monthly active users; and

•Registrations/new users.

Depending on recent trends in a certain period, management may include other financial information in the Board of Director materials on an ad-hoc basis for a specific Brand Group and not for others. However, this information may not necessarily be presented to the Board of Directors again or at the same level of disaggregation in subsequent periods.

The disaggregated information is provided to the Board of Directors to illustrate the driving factors behind the consolidated results. However, the primary focus is on the consolidated results of Match Group, which is evidenced by the order in which information is presented in the materials (i.e., in order of significance/prominence). Furthermore, this is only one factor in the analysis of the identification of operating segments under ASC 280, which we do not believe should be considered determinative.

While the CODM does have access to this disaggregated information in his capacity as a member of the Board of Directors, such information is provided less frequently than the monthly CODM Reporting Package. Therefore, such information cannot easily be used by the CODM to assess performance below the consolidated level on a timely basis. Furthermore, the disaggregated information provided to the Board of Directors varies meeting to meeting. Moreover for the reasons explained above, which include the similarity of our apps and users as well as the centralized nature of significant functions, the CODM utilizes the monthly consolidated results for decision making purposes, particularly regarding resource allocations and performance assessments. These factors align with the Company’s structure of one operating segment and one reportable segment.

Note 16 - Consolidated Financial Statement Detail, page 91

2.We note you reported legal settlement costs, an operating expense, within the income statement line-item "Other income (expense) net" below "Operating Income." Separately report operating and non-operating expenses on your income statement and clearly identify them as such, pursuant to Rule 5-03 of Regulation S-X.

Response: The Company acknowledges the guidance in Rule 5-03 of Regulation S-X and respectfully submits that we believe the legal settlement reflected in the income statement line item “Other income (expense)” for both 2021 and 2022 is properly reflected outside of operating income.

Both the $441.0 million loss in 2021 and the $3.5 million gain in 2022 are related to a legal settlement pertaining to a dispute over the merger of Tinder into another Match Group subsidiary and the related process to prepare an independent valuation of Tinder. The litigation related to this settlement was centered around the plaintiffs’ claim that Match Group wrongfully merged Tinder, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis. Our view is that this settlement involved a claim regarding a merger of a subsidiary rather than a claim inv

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VIA EDGAR

April 3, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn:    Inessa Kessman

Robert Littlepage

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2023

Form 8-K filed January 30, 2024

File No. 001-34148

Dear Ms. Kessman and Mr. Littlepage:

On behalf of Match Group, Inc., a Delaware corporation (the “Company”), we are submitting this letter in response to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff”) dated March 20, 2024, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2023 and Form 8-K filed January 30, 2024. In that letter, you requested that the Company respond to the comments contained in the letter within ten business days or advise the Staff when the Company will respond. The Company respectfully requests an extension of the original due date requested by the Staff of ten business days from the date of your correspondence in order to allow the Company to prepare a response to the Staff’s comments. We anticipate that the Company’s response will be submitted to your office no later than April 15, 2024.

Sincerely,

/s/ Gary Swidler

Gary Swidler

President and Chief Financial Officer

cc:    Jeanette Teckman, Chief Legal Officer
    Match Group, Inc.

    Richard D. Trusdell, Jr.
    Pedro J. Bermeo
    Davis Polk & Wardwell LLP

United States securities and exchange commission logo
March 20, 2024
Gary Swidler
President and Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, Texas 75231
Re:Match Group, Inc.
Form 10-K for the Fiscal Period Ended December 31, 2023
Form 8-K filed January 30, 2024
File No. 001-34148
Dear Gary Swidler:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Period Ended December 31, 2023
Notes to the Consolidated Financial Statements, page 62
1.We note you have a Chief Operating Officer for Tinder, Hinge, Match Group (Asia), and
Evergreen & Emerging Brands. Tell us how those leaders align with your segment
structure. Disclose the factors used to identify your reportable segments, including
whether operating segments have been aggregated. We refer to the guidance in ASC 280-
10-50-21. Also, please describe the disaggregated financial information the CODM
receives, the frequency it is provided, and how it is used by the CODM. In your response,
specifically tell us what financial information the CODM receives about each business /
brand, if any. Finally, tell us what disaggregated financial information is provided to the
Board of Directors.

 FirstName LastNameGary Swidler
 Comapany NameMatch Group, Inc.
 March 20, 2024 Page 2
 FirstName LastName
Gary Swidler
Match Group, Inc.
March 20, 2024
Page 2
Note 16 - Consolidated Financial Statement Detail, page 91
2.We note you reported legal settlement costs, an operating expense, within the income
statement line-item "Other income (expense) net" below "Operating Income." Separately
report operating and non-operating expenses on your income statement and clearly
identify them as such, pursuant to Rule 5-03 of Regulation S-X.
Form 8-K filed January 30, 2024
Exhibit 99.1, page General
3.We note your presentation of a non-GAAP measure, free cash flow. Please tell us your
consideration of providing disclosures required by Item10(e)(1)(i) of Regulation S-K,
including a reconciliation from the most directly comparable measure calculated in
accordance with GAAP.
4.We note you have provided several forward-looking non-GAAP measures, but have
not provided quantitative reconciliations to the most directly comparable GAAP
financial measures. Please revise your presentation in future filings to provide the
required reconciliations, or, if relying on the exception provided by Item 10(e)(1)(i)(B)
of Regulation S-K, provide the reason such reconciliation has not been provided,
the information that is not available, and the significance of that information. Refer
to Question 102.10(b) of the non-GAAP C&DI.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at 202-551-3361 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology

United States securities and exchange commission logo
November 16, 2021
Gary Swidler
Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway
Suite 1400
Dallas, TX 75231
Re:Match Group, Inc.
10-K for the Year Ended December 31, 2020
Filed February 25, 2021
Dear Mr. Swidler:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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Match Group, Inc.

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

October 26, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn: Kathryn Jacobson and Lisa Etheredege

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Re:    Match Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Filed February 25, 2021

Form 10-Q for the Quarter Ended June 30, 2021

Filed August 6, 2021

Form 8-K filed August 3, 2021

File No. 001-34148

Dear Ms. Jacobson and Ms. Etheredege:

This letter includes the response of Match Group, Inc. (the “Company,” “Match Group,” “our,” or “we”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the filings of the Company referenced above, which were delivered to Match Group in a comment letter dated September 28, 2021. For your convenience, we have included in this letter the text of the Staff’s comment followed by the response of the Company.

Form 10-K for the Year Ended December 31, 2020

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the years ended December 31, 2020, 2019 and 2018, page 39

1.Please revise so that any discussion of changes in Adjusted EBITDA between periods is presented alongside a discussion of changes in Net Income, its most comparable GAAP measure, rather than operating income. Refer to Q&A 103.02 of the CD&I on Non-GAAP Financial Measures. Please also comply with this comment in your Forms 10-Q and Quarterly Financial Highlights (Exhibit 99.1) in your Forms 8-K.

Response: The Company acknowledges the guidance in Q&A 103.02 of the CD&I on Non-GAAP Financial Measures, which provides that when EBITDA is presented as a performance measure, its most comparable GAAP measure is net income.

In response to the Staff’s comment, we have reassessed our usage of the term “Adjusted EBITDA” in the labeling of our non-GAAP performance measure. We believe our investors focus on this measure to understand the operating profitability of our business, including our ability to manage our operating costs. In addition, management, in assessing the operations of our business, evaluates this measure with a comparison to Operating Income for reference. For these reasons, we believe that Operating Income is the most comparable GAAP measure for this non-GAAP metric. Accordingly, we have historically defined this measure in our disclosures as Operating Income adjusted to exclude certain items (such as stock-based compensation expense), and we have included Operating Income as the most comparable GAAP measure in the corresponding reconciliations.

Therefore, in response to your comment and in order to align how our investors and management view and utilize this measure, we believe it would be more appropriate to label this metric as “Adjusted Operating Income” and continue to present Operating Income as the most comparable GAAP measure in future disclosures and reconciliations. We have historically presented reconciliations to both Operating Income and Net Income and will continue to voluntarily include Net Income in our reconciliations for informational purposes.

We respectfully propose to make this change in our filings with the Commission beginning with our presentation of financial results for the year ended December 31, 2021 in order to avoid disrupting our third quarter reporting process that is in its final stages and ensure sufficient time to fully address any further questions or comments from the Staff with regard to this proposed approach.

Principles of Financial Reporting, page 42

2.Please revise to present your non-GAAP measures in a separate section titled more appropriately to characterize the nature of those measures. Refer to Item 10(e)(1)(ii)(E) of Regulation S-K. Please also comply with this comment in your Forms 10-Q.

Response: The Company respectfully submits that in its future Form 10-K and 10-Q filings with the Commission, and in earnings releases furnished to the Commission on Form 8-K, it will present discussion of non-GAAP measures in a separate section titled “Non-GAAP Financial Measures.”

Form 10-Q for the Quarter Ended June 30, 2021

Notes to Consolidated Financial Statements (Unaudited)

Note 10 - Contingencies, page 26

3.We note that on June 9, 2021, the plaintiffs in the Tinder Optionholder Litigation filed a Note of Issue and Certificate of Readiness for Trial in which they amended the amount of damages they are now claiming to “[m]ore than $5.6 billion." Please revise to clarify if the financial statements reflect a provision for a loss based on the probability of an unfavorable outcome. Include your assessment as to whether there is a reasonable possibility of an exposure to loss in excess of the amount accrued and

what the additional loss (or range of loss) may be. Refer to ASC 450-20-50-1 through 50-4.

Response: The Company’s financial statements have not historically reflected any provision for a loss based on the Company’s assessment of the probability of an unfavorable outcome in connection with the Tinder Optionholder Litigation in accordance with ASC 450-20-25-2; and we had not, as of the date of the corresponding filing with the Commission, believed there to be a reasonable possibility of an unfavorable outcome to the litigation that would be material to the financial statements. In addition, we did not believe at such time that there was a reasonable possibility that our estimate of the effect of the litigation on the financial statements would change in the near term due to one or more future confirming events or that the outcome of the litigation would be material to the financial statements. Thus, we respectfully submit that ASC 450-20-50-3 does not require additional disclosure with respect to the Tinder Optionholder Litigation in our Form 10-Q for the quarter ended June 30, 2021.

In response to the Staff’s comment, while the evaluation for the quarter ended September 30, 2021 is still ongoing, the Company respectfully submits that it will revise its disclosure in future filings with the Commission to clarify whether there is a provision for loss based on the probability of an unfavorable outcome in connection with the Tinder Optionholder Litigation and include its assessment as to whether there is a reasonable possibility of an exposure to loss in excess of the amount accrued and what the additional loss (or range of loss) may be, or a statement that such an estimate cannot be made, in accordance with ASC 450-20-50-1 through 50-4.

Form 8-K filed August 3, 2021

Liquidity and Capital Resources, page 13

4.We note your graphical presentation of trailing twelve month leverage measures and your definitions on page 25. It appears these measures are calculated using Adjusted EBITDA as the denominator. Please tell us how you considered the need to provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K. Please also refer to footnote 27 of the Final Rule: Conditions for Use of Non-GAAP Financial Measures.

Response: The Company acknowledges that these trailing twelve month leverage measures are calculated using a non-GAAP measure as the denominator. The Company respectfully submits that in its future earnings releases furnished to the Commission on Form 8-K, the Company will include in its presentation of these leverage measures a clear notation that the leverage measures are calculated using a non-GAAP measure as the denominator along with a reference to the location in the earnings release of the corresponding reconciliation of the applicable non-GAAP measure to the most comparable GAAP measure for all periods presented.

As currently presented, these leverage measures provide an indication of the Company’s ability to pay down current debt levels given recent operational results. The Company respectfully submits that presenting additional measures calculated using the most comparable GAAP measure as the denominator would result in ratios that are not

considered meaningful and would create confusion among our investors, including for the following reasons:

•Leverage ratios calculated based on either Net Income or Operating Income are not commonly utilized by our investors or presented by our peers.

•Net Income or Operating Income based leverage ratios, which would include material items that are not relevant to an analysis of leverage, such as stock-based compensation, would not be useful for understanding our ability to service our debt obligations, fund capital expenditures, or meet working capital requirements; and therefore, we believe their inclusion could potentially confuse our investors.

•Since the completion of our separation from the other businesses of IAC/InterActiveCorp on June 30, 2020, our investors have focused on the trends, and management’s corresponding guidance, with respect to our leverage ratios as historically presented, calculated using our non-GAAP measure as the denominator.

Reconciliations of GAAP to Non-GAAP Measures

Reconciliation of Net Earnings to Adjusted EBITDA, page 20

5.In several places throughout this Form 8-K, you reconcile Adjusted EBITDA non-GAAP measures to operating income, rather than net income, which is the most comparable GAAP measure. For example, we note this issue in your presentation of Adjusted EBITDA margin on pages 20 and 21 as well as in the reconciliation of forecasted operating income to Adjusted EBITDA on page 22. Refer to footnote 27 of the Final Rule: Conditions for Use of Non-GAAP Financial Measures.

Response: As noted in its response to comment 1 above, we believe that the non-GAAP measure historically labeled as “Adjusted EBITDA” would be more appropriately presented as “Adjusted Operating Income,” with operating income therefore as its most comparable GAAP measure. The Company respectfully proposes to also implement this change beginning with its presentation of financial results for the quarter ended December 31, 2021.

Please do not hesitate to contact me at gary.swidler@match.com if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Gary Swidler

Gary Swidler

Chief Financial Officer and Chief Operating Officer

cc: Davis Polk & Wardwell LLP

United States securities and exchange commission logo
September 28, 2021
Gary Swidler
Chief Financial Officer
Match Group, Inc.
8750 North Central Expressway
Suite 1400
Dallas, TX 75231
Re:Match Group, Inc.
10-K for the Year Ended December 31, 2020
Filed February 25, 2021
Form 10-Q for the Quarter Ended June 30, 2021
Filed August 6, 2021
Form 8-K filed August 3, 2021
File No. 001-34148
Dear Mr. Swidler:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the years ended December 31, 2020, 2019 and 2018, page 39
1.Please revise so that any discussion of changes in Adjusted EBITDA between periods is
presented alongside a discussion of changes in Net Income, its most comparable GAAP
measure, rather than operating income. Refer to Q&A 103.02 of the CD&I on Non-GAAP
Financial Measures. Please also comply with this comment in your Forms 10-Q and
Quarterly Financial Highlights (Exhibit 99.1) in your Forms 8-K.

 FirstName LastNameGary Swidler
 Comapany NameMatch Group, Inc.
 September 28, 2021 Page 2
 FirstName LastNameGary Swidler
Match Group, Inc.
September 28, 2021
Page 2
Principles of Financial Reporting, page 42
2.Please revise to present your non-GAAP measures in a separate section titled more
appropriately to characterize the nature of those measures. Refer to Item 10(e)(1)(ii)(E) of
Regulation S-K. Please also comply with this comment in your Forms 10-Q.
Form 10-Q for the Quarter Ended June 30, 2021
Notes to Consolidated Financial Statements (Unaudited)
Note 10 - Contingencies, page 26
3.We note that on June 9, 2021, the plaintiffs in the Tinder Optionholder Litigation filed a
Note of Issue and Certificate of Readiness for Trial in which they amended the amount of
damages they are now claiming to “[m]ore than $5.6 billion." Please revise to clarify if the
financial statements reflect a provision for a loss based on the probability of an
unfavorable outcome. Include your assessment as to whether there is a reasonable
possibility of an exposure to loss in excess of the amount accrued and what the additional
loss (or range of loss) may be. Refer to ASC 450-20-50-1 through 50-4.
Form 8-K filed August 3, 2021
Liquidity and Capital Resources, page 13
4.We note your graphical presentation of trailing twelve month leverage measures and your
definitions on page 25. It appears these measures are calculated using Adjusted EBITDA
as the denominator. Please tell us how you considered the need to provide the disclosures
required by Item 10(e)(1)(i) of Regulation S-K. Please also refer to footnote 27 of
the Final Rule: Conditions for Use of Non-GAAP Financial Measures.
Reconciliations of GAAP to Non-GAAP Measures
Reconciliation of Net Earnings to Adjusted EBITDA, page 20
5.In several places throughout this Form 8-K, you reconcile Adjusted EBITDA non-GAAP
measures to operating income, rather than net income, which is the most comparable
GAAP measure.  For example, we note this issue in your presentation of Adjusted
EBITDA margin on pages 20 and 21 as well as in the reconciliation of forecasted
operating income to Adjusted EBITDA on page 22. Refer to footnote 27 of the Final Rule:
Conditions for Use of Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameGary Swidler
 Comapany NameMatch Group, Inc.
 September 28, 2021 Page 3
 FirstName LastName
Gary Swidler
Match Group, Inc.
September 28, 2021
Page 3
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or
Lisa Etheredege, Senior Staff Accountant at (202) 551-3424 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

IAC
Holdings, Inc.

555 West 18th Street

New York, NY 10011

April 28, 2020

Via EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
IAC/InterActiveCorp
 Registration Statement on Form S-4
 File No. 333-236420

Ladies and Gentlemen:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-236420) (the “Registration Statement”) filed by IAC/InterActiveCorp and IAC Holdings, Inc.
(together, the “Registrants”) with the U.S. Securities and Exchange Commission on February 13, 2020, as amended on
April 28, 2020.

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, the Registrants hereby request acceleration of effectiveness of the Registration Statement
so that it will be made effective at 4:00 p.m., Washington, D.C. time on Thursday, April 30, 2020, or as soon thereafter as practicable.

Please
contact Andrew J. Nussbaum at (212) 403-1269 or by email at AJNussbaum@wlrk.com or Jenna E. Levine at (212) 403-1172 or by email
at JELevine@wlrk.com with any questions you may have concerning this request. In addition, please contact any of the foregoing
when this request for acceleration has been granted.

[Signature Pages Follow]

  Very truly yours,

  IAC/InterActiveCorp

By:
/s/ Gregg Winiarski

Name:
Gregg Winiarski

Title:
Executive Vice President,
 General Counsel and Secretary

IAC Holdings, Inc.

By:
/s/ Gregg Winiarski

Name:
Gregg Winiarski

Title:
Executive Vice President,
 General Counsel and Secretary

 cc: Jared F. Sine, Match Group, Inc.

Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz

Jenna E. Levine, Wachtell, Lipton, Rosen & Katz

Jeffrey J. Rosen, Debevoise &
Plimpton LLP

William D. Regner, Debevoise &
Plimpton LLP

     2

February 20, 2020
Gregg Winiarski
Executive Vice President, General Counsel & Secretary
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011
Re:IAC/InterActiveCorp
Registration Statement on Form S-4
Filed February 13, 2020
File No. 333-236420
Dear Mr. Winiarski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Katherine Bagley at (202) 551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jenna E. Levine

October 10, 2019
Glenn Schiffman
Chief Financial Officer
IAC/INTERACTIVECORP
555 West 18th Street
New York, New York 10011
Re:IAC/INTERACTIVECORP
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 1, 2019
File No. 0-20570
Dear Mr. Schiffman:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
June 1 , 2017

Glenn H. Schiffman
Chief Financial Officer
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re: IAC/InterActiveCorp
Form 10 -K for the Fis cal Year Ended December 31 , 2016
Filed February 28, 2017
File No. 0-20570

Dear Mr. Schiffman :

We have comple ted our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
 Office of Consumer Products

CORRESP
1
filename1.htm

IAC/InterActiveCorp
  555 West 18 Street
  New York, New York 10011

May 4, 2017

William H. Thompson
  Accounting Branch Chief
 Office of Consumer Products
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

Re: IAC/InterActiveCorp
  Form 10-K for the Fiscal Year Ended December 31, 2016
  Filed February 28, 2017
  File No. 0-20570

Dear Mr. Thompson:

This letter includes the response of IAC/InterActiveCorp (the “Company” or “IAC”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) regarding the filing of the Company referenced above, which was delivered to IAC in a comment letter dated April 10, 2017.  For your convenience, we have included in this letter the text of the Staff’s comment followed by the response of the Company.

Item 8. Consolidated Financial Statements and Supplemental Data

Note 20 — Consolidated Financial Statement Details, page 110

1.              In response to comment 5 you indicated that given each of the principal reportable segments had one primary source of revenue you believed your disclosures were consistent with the objectives of ASC 280-10-50-40.  Please support your response by providing us with a quantitative analysis of the sources of revenue for each reportable segment and explain in greater detail how you determined your disclosures were consistent with the objectives of ASC 280-10-50-40.

Response: In response to the Staff’s comment, the Company notes that the Company identifies and describes the one primary source of revenue (as well as the other sources of revenue) for each of the Company’s principal reportable segments in Management’s Discussion and Analysis of Financial Condition and Results of Operation and Note 2 to the Consolidated Financial Statements in its Form 10-K for the Year Ended December 31, 2016.  Exhibit 1 is a summary of these disclosures as well as the percentage that the primary source of revenue is to total revenue for each primary reportable segment. Exhibit 2 is the requested quantitative analysis. Given the narrative description included in the Company’s Form 10-K for the Year Ended December 31, 2016 and the significance of the primary source of revenue for each principal reportable segment, which ranges between 99.6% and 81.5% of each respective segment’s revenue, the Company believes its existing disclosures are consistent with the disclosure requirements of ASC 280-10-50-40.

The Company will continue to evaluate its revenue related disclosures in its ongoing assessment of ASU 2014-09 and currently expects to implement these new disclosures upon its adoption in the first quarter of 2018.

Please do not hesitate to contact me at 212.314.7276 (phone), 212.632.9599 (fax) or glenn.schiffman@iac.com if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Glenn H. Schiffman

Glenn H. Schiffman

Executive Vice   President & Chief Financial Officer

cc: Scott Stringer, Securities and Exchange Commission

Gregg Winiarski, Executive Vice President & General Counsel, IAC/InterActiveCorp

Exhibit 1

Principal source of

segment revenue as a

% of total segment

Excerpt of Form 10-K for the Year Ended December 31, 2016 with respect to revenue earned by

revenue for the year

segment

Principal reportable

ended December 31,

Management’s Discussion and Analysis of Financial

Note 2 to the Consolidated Financial

segment

2016

Condition and Results of Operation

Statements

Match   Group

Direct revenue as a % of Match   Group segment revenue — 87.3%

Page 33

Match Group’s Dating revenue is   primarily derived directly from users in the form of recurring membership   fees, which typically provide unlimited access to a bundle of features for a   specific period of time, and the balances from à la carte features, where   users pay a fee for a specific action or event; with additional revenue   generated from online advertisers who pay to reach our large audiences.

Page 68

Revenue of the dating businesses   is substantially derived directly from users in the form of recurring   membership fees for subscription-based online personals and related services.

HomeAdvisor

Lead acceptance revenue (fees   paid by home services professionals for consumer matches) as a % of   HomeAdvisor segment revenue — 81.5%

Page 33

HomeAdvisor’s revenue is derived   primarily from fees paid by members of its network of home services   professionals for consumer leads and memberships.

Page 69

HomeAdvisor’s lead acceptance   revenue is generated and recognized when an in-network home service   professional is delivered a consumer lead.

Applications

Advertising revenue as a % of   Applications segment revenue — 91.4%

Page 33

A significant portion of the   revenue from our Applications and Publishing segments is derived from online   advertising, most of which is attributable to our services agreement with   Google Inc. (“Google”).

Page 69

Substantially all of Applications’   revenue consists of advertising revenue generated principally through the   display of paid listings in response to search queries.

Publishing

Advertising revenue as a % of   Publishing segment revenue - 99.6%

Page 33

A significant portion of the   revenue from our Applications and Publishing segments is derived from online   advertising, most of which is attributable to our services agreement with   Google.

Page 70

Publishing’s revenue consists   principally of advertising revenue, which is generated primarily through the   display of paid listings in response to search queries, display   advertisements (sold directly and through programmatic ad sales) and fees   related to paid mobile downloadable applications.

Exhibit 2

IAC/InterActiveCorp

Details of revenue by principal reportable segment

Year Ended December 31, 2016

(Amounts in ‘000’s)

Principal reportable segments

Match Group

HomeAdvisor

Applications

Publishing

Match Group

Dating - direct revenue

$

1,067,364

Dating - indirect revenue

50,746

Non-dating revenue

104,416

HomeAdvisor

Lead acceptance revenue (fees   paid by home services professionals for consumer matches)

$

406,662

Membership revenue and Other

92,228

Applications

Advertising

$

552,346

Subscription (including   downloadable app fees) and Other

51,794

Publishing

Advertising

$

405,705

Other

1,608

Total

$

1,222,526

$

498,890

$

604,140

$

407,313

Direct revenue as a % of Match   Group segment revenue

87.3

%

Lead acceptance revenue as a % of   HomeAdvisor segment revenue

81.5

%

Advertising revenue as a % of Applications   segment revenue

91.4

%

Advertising revenue as a % of   Publishing segment revenue

99.6

%

Mail Stop 3561
April 10 , 2017

Glenn H. Schiffman
Chief Financial Officer
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re: IAC/InterActiveCorp
Form 10 -K for the Fis cal Year Ended December 31 , 2016
Filed February 28, 2017
File No. 0-20570

Dear Mr. Schiffman :

We have reviewed your April 6, 2017  response to our comment letter and have the
following comment.  In our comment , we may ask you to provide us with information  so we may
better understand your disclosure.

Please respond to this comment  within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do  not believe our
comment applies  to your facts a nd circumstances, please tell us why in your response.

After reviewing your response to our comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 27,
2017  letter.

Item 8.  Con solidated Financial Statements and Supplemental Data

Note 20 – Consolidated Financial Statement Details, page 110

1. In response to comment 5 you indicated that given each of the principal reportable
segments had one primary source of revenue you believed y our disclosures were
consistent with the objectives of ASC 280 -10-50-40.  Please support your response by
providing us with a quantitative analysis of the sources of revenue for each reportable
segment and explain in greater detail how you determined your disclosures were
consistent with the objectives of ASC 280 -10-50-40.

Glenn H. Schiffman
IAC/InterActiveCorp
April 10 , 2017
Page 2

 You may contact Scott Stringer, Staff Accountant, at (202) 551 -3272  or me at (202) 551 -
3344 with any questions .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
 Office of Consumer Products

CORRESP
1
filename1.htm

IAC/InterActiveCorp

555 West 18 Street

New York, New York 10011

April 6, 2017

William H. Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: IAC/InterActiveCorp

Form 10-K for the Fiscal Year Ended December 31, 2016

Filed February 28, 2017

File No. 0-20570

Dear Mr. Thompson:

This letter includes the responses of IAC/InterActiveCorp (the “Company” or “IAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) regarding the filing of the Company referenced above, which were delivered to IAC in a comment letter dated March 27, 2017. For your convenience, we have included in this letter the text of the Staff’s comments followed by the responses of the Company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 31

1. We note advertising revenues attributable to your services agreement with Google declined significantly in 2016 as result of the new contract with Google which became effective April 1, 2016. We also note you recognized a significant goodwill impairment charge driven by the impact from the new Google contract, traffic trends and monetization challenges and the corresponding impact on the current fair value estimate of the Publishing reporting unit. Please revise your disclosure to explain the impact you expect this new contract will have on results going forward. Reference is made to Item 303(a)(3)(ii) of Regulation S-K.

Response:  In response to the Staff’s comment, in future filings the Company will describe the impact of known trends related to the Google contract, which became effective April 1, 2016, that are reasonably expected to have a material impact on future results.

2. We note the table of operating metrics included in your earnings press release filed as an exhibit to Form 8-K filed February 1, 2017. Please tell us your consideration of providing these operating metrics in management’s discussion and analysis of results of operations.

Response:  In response to the Staff’s comment, the Company notes that it discloses operating metrics that the Company considers most relevant in management’s discussion and analysis of results of operations in our periodic filings.  This includes the majority of the operating metrics included in our earnings press release.  The Company will continue to assess its operating metrics and will consider including additional operating metrics in management’s discussion and analysis of results of operations in future filings.

3. We note that your comparative discussions of revenues and cost and expenses identify multiple key variables as the primary reasons for the year to year changes in your operating results. We also note that your discussion does not provide any quantification of the impact of each of these variables. Please revise

your discussion in future filings to quantify the impact that each material variable or factor referenced in your discussion had on your results of operations to the extent practicable. Refer to the guidance in SEC Release 34-48960 available on the SEC website at www.sec.gov/rules/interp/33-8350.htm.

Response:  In response to the Staff’s comment, in future filings we will quantify the impact of material drivers for the year over year changes within our discussion of operating results.

Item 8. Consolidated Financial Statements and Supplemental Data

Note 2 — Summary of Significant Accounting Policies

Recent Accounting Pronouncements, page 77

4. You state that you are in the process of evaluating the impact that the amended revenue recognition guidance in Topic 606 will have on your consolidated financial statements. Please revise to provide qualitative financial statement disclosures of the potential impact that this standard will have on your financial statements when adopted. In doing so, include a description of the effects of the accounting policies that you expect to apply, if determined, and a comparison to your current revenue recognition policies. Describe the status of your process to implement the new standard and the significant implementation matters yet to be addressed. In addition, to the extent that you determine the quantitative impact that adoption of Topic 606 is expected to have on your financial statements, please also disclose such amounts. Please refer to ASC 250-10-S99-6 and SAB Topic 11.M.

Response:  In response to the Staff’s comment, the Company notes that its assessment of the amended revenue recognition guidance in Topic 606 is still underway.  During the third quarter of 2016, the Company concluded that it would adopt the amended revenue recognition guidance in Topic 606 using the modified retrospective method and included this disclosure in its Form 10-Q for the Quarter Ended September 30, 2016 and in its Form 10-K for the Fiscal Year Ended December 31, 2016.

The work that remains includes finalizing the determination of the effect of the accounting policies the Company expects to apply following adoption of the amended guidance in comparison to the Company’s current accounting policies.  The Company expects that its assessment of the amended revenue recognition guidance in Topic 606 will be substantially complete prior to the filing of its Form 10-Q for the Quarter Ended March 31, 2017.  The Company expects to include the following disclosures in this filing:

1.              A statement as to the method of adoption;

2.              A conclusion as to whether the effect of the adoption of the amended guidance is expected to be material;

3.              Qualitative disclosures of the effect of the amended guidance on the Company’s accounting policies, including a comparison to current revenue recognition policies; and

4.              To the extent that we have determined the quantitative effect of the amended guidance we will also include this disclosure.

Note 20 — Consolidated Financial Statement Details, page 110

5. We note you generate revenues from advertising services, membership fees, subscription fees, fees for services rendered, video and media production and distribution, and from sales of footwear and related apparel and accessories. Please tell us what revenue streams are included in the service revenue category in the table of revenues on page 111. Please also tell us why you believe the revenues included in the services category are similar and the factors you considered. Please refer to ASC 280-10-50-40.

Response:  In response to the Staff’s comment, the Company notes that it treats all revenue other than from the sale of tangible goods as services revenue.  Service revenue primarily includes advertising services, membership fees, lead acceptance fees, subscription fees, video and media production and distribution.  Following the sale of Shoebuy in December 2016, product sales will

be de minimis.  Each of the Company’s principal reportable segments has one primary source of revenue:

1.              Membership fees for Match Group,

2.              Advertising revenue for Publishing and Applications; and

3.              Lead acceptance revenue for HomeAdvisor;

Given this, the Company believes its existing disclosures are consistent with the objectives of ASC 280-10-50-40.  As part of our continuing efforts in assessing the amended revenue recognition guidance in Topic 606, the Company is assessing the enhanced disclosure requirements of ASC 606-10-55-91 and their interaction with and relationship to existing revenue related disclosure requirements including ASC 280-10-50-40.  The Company expects to implement refinements to it revenue related disclosures in its periodic filings during the course of the year ending December 31, 2017, beginning with ASC 606-10-55-91a. in its Form 10-Q for the Quarter Ending June 30, 2017.

Please do not hesitate to contact me at 212.314.7276 (phone), 212.632.9599 (fax) or glenn.schiffman@iac.com if there are any comments or questions concerning the foregoing.

Sincerely,

/s/ Glenn H. Schiffman

Glenn H. Schiffman

Executive Vice   President & Chief Financial Officer

cc:                                Scott Stringer, Securities and Exchange Commission

Gregg Winiarski, Executive Vice President & General Counsel, IAC/InterActiveCorp

Mail Stop 3561
March 27 , 2017

Glenn H. Schiffman
Chief Financial Officer
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re: IAC/InterActiveCorp
Form 10 -K for the Fis cal Year Ended December 31 , 2016
Filed February 28, 2017
File No. 0-20570

Dear Mr. Schiffman :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not bel ieve our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and R esults of
Operations, page 31

1.  We note advertising revenues attributable to your services agreement with Google
declined significantly in 2016 as result of the new contract with Google which became
effective April 1, 2016.  We also note you recognized a s ignificant goodwill impairment
charge driven by the impact from the new Google contract, traffic trends and
monetization challenges and the corresponding impact on the current fair value estimate
of the Publishing reporting unit.  Please revise your disclo sure to explain the impact you
expect this new contract will have on results going forward.  Reference is made to Item
303(a)(3)(ii) of Regulation S -K.

2. We note the table of operating metrics included in your earnings press release filed as an
exhibit to F orm 8 -K filed February 1, 2017.  Please tell us your consideration of
providing these operating metrics in management’s discussion and analysis of results of
operations.

Glenn H. Schiffman .
IAC/InterActiveCorp
March 27 , 2017
Page 2

 3. We note that your comparative discussions of revenues and cost and expenses identify
multiple key variables as the primary reasons for the year to year changes in your
operating results.  We also note that your discussion does not provide any quantification
of the impact of each of these variables.  Please revise your discussion in future f ilings to
quantify the impact that each material variable or factor referenced in your discussion had
on your results of operations to the extent practicable.  Refer to the guidance in SEC
Release 34 -48960 available on the SEC website at www.sec.gov/rules/ interp/33 -
8350.htm.

Item 8.  Consolidated Financial Statements and Supplemental Data

Note 2 – Summary of Significant Accounting Policies

Recent Accounting Pronouncements, page 77

4. You state that you are in the process of evaluating the impact that the a mended revenue
recognition guidance in Topic 606 will have on your consolidated financial statements.
Please revise to provide qualitative financial statement disclosures of the potential impact
that this standard will have on your financial statements wh en adopted.  In doing so,
include a description of the effects of the accounting policies that you expect to apply, if
determined, and a comparison to your current revenue recognition policies.  Describe the
status of your process to implement the new stan dard and the significant implementation
matters yet to be addressed.  In addition, to the extent that you determine the quantitative
impact that adoption of Topic 606 is expected to have on your financial statements,
please also disclose such amounts.  Ple ase refer to ASC 250 -10-S99-6 and SAB Topic
11.M.

Note 20 – Consolidated Financial Statement Details, page 110

5. We note you generate revenues from advertising services, membership fees, subscription
fees, fees for services rendered, video and media produc tion and distribution, and from
sales of footwear and related apparel and accessories.  Please tell us what revenue
streams are included in the service revenue category in the table of revenues on page 111.
Please also tell us why you believe the revenues  included in the services category are
similar and the factors you considered.  Please refer to ASC 280 -10-50-40.

Glenn H. Schiffman .
IAC/InterActiveCorp
March 27 , 2017
Page 3

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Scott Stringer, Staff Accountant, at (2 02) 551 -3272  or me at (202) 551 -
3344 with any questions .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
 Office of Consumer Products

Mail Stop 3561
November 7, 2016

Joseph Levin
Chief Executive Officer
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011

Re: IAC/InterActiveCorp
Preliminary Proxy on Schedule 14A
Filed November 2, 2016
File No. 000-20570

Dear Mr. Levin :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
July 12 , 2016

Glenn H. Schiffman
Chief Financial Officer
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011

Re: IAC/InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 0 -20570

Dear Mr. Schiffman :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 //s/ William H. Thompson

William H. T hompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
1
filename1.htm

July 6, 2016

Mr. William H. Thompson

Accounting Branch Chief, Office of Consumer Products

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Comment Letter Dated June 15, 2016

IAC/InterActiveCorp

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

Form 8-K filed May 4, 2016

File No. 0-20570

Dear Mr. Thompson:

Set forth below is the Company’s response to the Staff’s comment letter dated June 15, 2016.

Form 10-K for Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations for the Years Ended December 31, 2015, 2014 and 2013

Revenue, page 33

1.              We note your disclosure of the percentage increase in Match Group, total Dating and International Direct revenue excluding the effect of foreign exchange in your discussion for the year ended December 31, 2015 compared to the year ended December 31, 2014.  These percentage increases are computed based on non-GAAP financial measures.  As such, in future filings please provide a reconciliation of Match Group, total Dating and International Direct revenues excluding the effects of foreign exchange with the most directly comparable financial measure calculated and presented in accordance with GAAP and the other disclosures required by Item 10(e)(1)(i) of Regulation S-K.  Please refer to question 104.06 of the Compliance and Disclosure Interpretations related to Non-GAAP measures updated May 17, 2016.

Response:  In response to the Staff’s comment, we will provide a reconciliation of Match Group, total Dating and International Direct revenues excluding the effects of foreign exchange with the most directly comparable financial measure calculated and presented in accordance with GAAP and the other disclosures required by Item 10(e)(1)(i) of Regulation S-K in future filings.

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Item 8.  Consolidated Financial Statements and Supplementary Data

Notes to the Consolidated Financial Statements, page 60

General

2.              We note your disclosure on page 2 regarding the acquisition of Plentyoffish Media, Inc.  It appears that Plentyoffish Media, Inc. meets the definition of a significant subsidiary in Rule 1-02(w) of Regulation S-X.  As such, please tell us your consideration of disclosing the information required by ASC 805-10-50 with respect to the acquisition.

Response:  In response to the Staff’s comment, we respectively note that throughout the course of the year we evaluate acquired businesses to determine if they are individually material or material in the aggregate.  While we acknowledge that Plentyoffish Media, Inc. (“POF”) meets the definition of a significant subsidiary under Rule 1-02(w) of Regulation S-X, we note that ASC 805-10-50 does not provide explicit guidance as to what is considered material for business acquisitions.  In preparing the Form 10-K for the year ended December 31, 2015, we evaluated both quantitative and qualitative factors to determine whether POF represented a material acquisition that would require the disclosures stipulated by ASC 805-10-50 to be included therein.

From a qualitative perspective, we consider a variety of factors in determining whether an acquisition is material for purposes of disclosure.  One of the principal qualitative considerations is the business model of the acquired entity.  If the business model of the acquired business is generally comparable to the business model of one of our existing businesses and will, therefore, be included in an existing operating segment, we have applied a higher quantitative disclosure threshold in determining whether the disclosures required by ASC 805-10-50 should be included in our annual and quarterly filings.  We note that POF is a subscription-based and ad-supported provider of online personals, which is consistent with and comparable to the online personals business model of our Match Group operating segment.  While the purchase price of $575 million is relatively large as compared to some of our recent acquisitions, POF does not represent a significant or material change in our overall business.

Quantitatively, we note the following as of and for the year ended December 31, 2014 (pre-acquisition):

·                  Total assets of POF represented 0.9% of the total assets of the Company.

·                  Total purchase price of POF represented 13.5% of the total assets of the Company.

·                  Total pretax income of POF represented 11.7% of the pretax income of the Company.

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Given the qualitative factors described above, in assessing the disclosure requirements of ASC 805-10-50 in the preparation of our Form 10-K for the year ended December 31, 2015, the Company applied a threshold of 20% of these three criteria.  In other words, if the assets, purchase price or pretax income of POF had been equal to or greater than 20% of the relevant measures, the Company would have included the disclosures required by ASC 805-10-50 in our Annual Report on Form 10-K for the year ended December 31, 2015.

In summary, we concluded that the POF acquisition is not a material acquisition and, therefore, we did not include the disclosures required by ASC 805-10-50 in our Annual Report on Form 10-K for the year ended December 31, 2015.  The Company notes the Staff’s comment and, in future filings, if an acquisition meets the threshold of a significant subsidiary pursuant to Rule 1-02(w) of Regulation S-X at the 10% or above level, or is otherwise qualitatively material, the Company will disclose the information required by ASC 805-10-50 with respect to that acquisition.  As it relates to POF, the Company will provide the annual disclosures required by ASC 805-10-50 in its Form 10-Q for the quarter ending June 30, 2016 and its Annual Report on Form 10-K for the year ending December 31, 2016 and the quarterly disclosures required by ASC 805-10-50 in its Forms 10-Q for the quarters ending June 30, 2016 and September 30, 2016.

Note 2  Summary of Significant Accounting Policies

Goodwill and Indefinite-Lived Intangible Assets, page 66

3.              Please tell us qualitative factors you considered related to the goodwill impairment assessments of your Connected Ventures and DailyBurn reporting units that lead you to the conclusion that it was more likely than not the fair values of the reporting units were greater than their carrying amounts.

Response:

The starting point for the Company’s annual goodwill impairment assessment is the most recent determination of fair value and the results of our quarterly assessment of indicators of impairment during the current year.  The factors that the Company considers in determining whether it is reasonable to rely on the most recent valuation are the qualitative factors that we consider to be most relevant to the determination of fair value of these businesses.  These factors include: whether there have been recent purchases of any noncontrolling interests, if applicable; whether there are any material changes in the financial performance of these subsidiaries; their actual operating and financial performance; current business conditions; financial projections; the market performance of comparable publicly traded companies; sales transactions involving comparable companies; the U.S. capital markets conditions generally; and any other factors that the Company deems relevant at the time.

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The Company will perform the first and second steps of the goodwill impairment test if it concludes that these qualitative factors indicate that it is not more likely than not that the fair value of its reporting units exceed their carrying values.

One of the significant qualitative factors that the Company considers is the degree to which the fair value of a reporting unit exceeds its carrying value.  If the excess is significant, this is an important factor in concluding that it is more likely than not that the fair values of these reporting units were greater than their carrying amounts as of October 1, 2015.

Connected Ventures

·                  During the first quarter of 2015, the Company purchased the entire remaining noncontrolling interest in Connected Ventures in an arm’s length transaction at an enterprise or fair value that exceeded its October 1, 2015 carrying value by more than 270%;

·                  For each of the first three fiscal quarters for the year ended December 31, 2015, the Company determined that this value continued to be representative of the fair value of the Connected Ventures reporting unit, after considering the qualitative factors described above, and concluded that the fair value of the reporting unit exceeded its October 1, 2015 carrying value by more than 270%; and

·                  The Company updated its estimate of the fair value of Connected Ventures as of December 31, 2015 in connection with closing its books for the year then ended. The fair value of Connected Ventures in this valuation exceeded its October 1, 2015 carrying value by more than 270%.

DailyBurn

·                  During the third quarter of 2015, the Company purchased a portion of the noncontrolling interest in DailyBurn in an arm’s length transaction at an enterprise or fair value that exceeded its October 1, 2015 carrying value by more than 900%;

·                  For the quarters ended September 30, 2015 and December 31, 2015, the Company determined that this value continued to be representative of the fair value of the DailyBurn reporting unit, after considering the qualitative factors described above, and concluded that its fair value exceeded its October 1, 2015 carrying value by more than 900%.

During the fourth fiscal quarter of each year the Company assesses whether there are any qualitative factors that indicate that it is more likely than not that the fair values of its reporting units are less than their carrying values.  If there are, the Company will consider

4

this to be a significant factor in determining whether it should reconsider its decision to perform only a qualitative assessment as of October 1.  If the factors that gave rise to this indicator of impairment were considered to be present as of October 1, the Company will perform the first and second steps of the goodwill impairment test as of that date.  If these factors arose subsequent to October 1, the Company will perform the first and second steps of the goodwill impairment test as of the later date.  As described above, the December 31, 2015 assessment of fair values of both Connected Ventures and DailyBurn indicated that it was more likely than not that the fair values of each of these reporting units were significantly in excess of their carrying values and a quantitative assessment was not performed.

In summary, the Company had available to it estimates of fair value, including arm’s length purchases of noncontrolling interests of Connected Venture and DailyBurn, which were time proximate to, but not as of, its annual impairment test date of October 1, 2015, that confirmed that the fair values of its Connected Ventures and DailyBurn reporting units were significantly in excess of their respective carrying values.  In addition, there were no other qualitative factors that would make it more likely than not that the fair values of these reporting units were less than their carrying values as of October 1, 2015.  Accordingly, the Company concluded that it was more likely than not that the fair values of these reporting units were greater than their respective carrying values.  Therefore, the Company did not perform the first and second steps of the goodwill impairment test for its Connected Ventures and DailyBurn reporting units as of October 1, 2015.

Note 8  Long-Term Debt, page 82

4.              We note your disclosure that there are additional covenants under the Match Group Credit Facility and the Match Group Term Loan that limit Match Group’s ability and the ability of its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions.  Please tell us your consideration of the disclosure requirements in Rule 4-08(e)(3) of Regulation S-X related to these new credit agreements.

Response:  In response to the Staff’s comment, the Company respectfully advises the Staff that the restricted net assets of the Company’s consolidated subsidiaries and the Company’s equity in the undistributed earnings of 50 percent or less owned persons accounted for by the equity method together (after giving effect to intercompany eliminations) do not exceed 25 percent of consolidated net assets of the Company as of December 31, 2015.  Therefore, the disclosures stipulated by Rule 4-08(e)(3) of Regulation S-X are not required.

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Note 12 Stock-Based Compensation, page 87

5.              Please disclose the total compensation cost for stock-based payment arrangements recognized in statement of operations for the years presented.  Refer to ASC 718-10-50-2h.  In addition, please show us how to reconcile stock-based compensation expense and exercise of stock options and other awards to amounts disclosed in the consolidated statements of cash flows and stockholders’ equity for each year presented.  Further, please tell us how excess tax benefits are classified in the statement of stockholders’ equity for the periods presented.

Response:  In response to the Staff’s comment, the Company advises the Staff that total compensation cost for stock-based payment arrangements recognized in the statement of operations for the years presented is disclosed on page 55 of our Annual Report on Form 10-K for the year ended December 31, 2015.  The reconciliation of total compensation costs for stock-based payment arrangements as well as exercise of stock options and other awards to amounts disclosed in the consolidated statement of cash flows and stockholders’ equity for each year presented, is set forth on Exhibit A hereto.  Excess tax benefits are classified in the line item “Income tax benefit related to stock-based awards” in the statement of stockholders’ equity.  A reconciliation of excess tax benefits from the statement of cash flows to the statement of shareholders’ equity is also set forth on Exhibit A hereto.

Form 8-K filed May 4, 2016

6.              Your disclosure of non-GAAP financial measures in Summary Results of the earnings release precedes the most directly comparable GAAP measure, which may be inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016.  Please review this guidance when preparing your next earnings release.

Response:  In response to the Staff’s comment, the Company will review the Compliance and Disclosure Interpretations issued on May 17, 2016 and revise future earnings releases as appropriate.

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*   *   *   *   *   *

The Company acknowledges that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, you can reach me at 212-314-7276 or Michael Schwerdtman, IAC’s Chief Accounting Officer, at 212-314-7266.

Very   truly yours,

/s/Glenn   H. Schiffman

Glenn H.   Schiffman

Chief   Financial Officer

cc: Gregg Winiarski, Executive Vice President, General Counsel

Michael Schwerdtman, Senior Vice President, Controller (Chief Accounting Officer)

Joanne Hawkins, Senior Vice President, Deputy General Counsel

7

IAC/InterActiveCorp

Exhibit A

Response to SEC Comment Letter Dated June 15, 2016

Years Ended December 31,

2015

2014

2013

(In thousan

Mail Stop 3561

June 15 , 2016

Glenn H. Schiffman
Chief  Financial Officer
IAC/ InterActiveCorp
555 West 18th Street
New York, New York 10011

Re: IAC/ InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 29 , 2016
Form 8 -K filed May 4, 2016
File No. 0 -20570

Dear Mr. Schiffman :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations f or the Years Ended December 31, 2015 , 2014 and 2013

Revenue, page 33

1. We note your disclosur e of the percentage increase in Match Group, total Dating and
International Direct revenue excluding the effect of foreign exchange in your discussion
for the year ended December 31, 2015 compared to the year ended December 31, 2014.
These percentage incr eases are computed based on non -GAAP financial measures.  As
such, in future filings please provide a reconciliation of Match Group, total Dating and

Glenn H. Schiffman
IAC/InterActiveCorp
June 15 , 2016
Page 2

 International Direct revenues excluding the effects of foreign exchange with the most
directly comparable financial measures calculated and presented in accordance with
GAAP and the other disclosures required by Item 10(e) (1)(i)  of Regulation S -K.  Please
refer to question 104.06 of the Compliance and Disclosure Interpretations related to Non -
GAAP measures updated May 17, 2016.

Item 8. Consolidated Financial Statements  and Supplementary Data

Notes to Consolidated Financial Statements, page 60

General

2. We note your disclosure on page 2 regarding the acquisition of Plentyoffish Media, Inc.
It appears that Plentyoffish Media, Inc. meets the definition of a significant subsidiary in
Rule 1 -02(w) of Regulation S -X.  As such, please tell us your con sideration of disclosing
the information required by ASC 805 -10-50 with respect to the acquisition.

Note 2. Summary of Significant Accounting Policies

Goodwill and Indefinite -Lived Intangible Assets, page 66

3. Please tell us qualitative factors you cons idered related to the goodwill impairment
assessments of your Connected Ventures and DailyBurn reporting units that lead you to
the conclusion that is was more likely than not the fair values of the reporting units were
greater than their carrying amounts.

Note 8  Long -Term Debt , page 82

4. We note your disclosure that there are additional covenants under the Match Group
Credit Facility and the Match Group Term Loan that limit Match Group's ability and the
ability of its subsidiaries to, among other things , incur indebtedness, pay dividends or
make distributions.  Please tell us your consideration of the disclosure requirements in
Rule 4 -08(e) (3) of Regulation S -X related to these new credit agreements.

Note 12 Stock -Based Compensation, page 87

5. Please di sclose the t otal compensation  cost for stock -based payment a rrangements
recognized in statement of operations for the years presented.  Refer to ASC 718 -10-50-
2h.  In addition, p lease show us how to reconcile stock -based compensation expense and
exercise o f stock options and other awards to the amounts disclosed in the consolidated
statements of cash flows and stockholders’ equity for each year presented.   Further,
please tell us how excess tax benefits are classified in the statement  of stockholders’
equit y for the periods presented .

Glenn H. Schiffman
IAC/InterActiveCorp
June 15 , 2016
Page 3

 Form 8 -K filed May 4, 2016

6. You disclosure of non -GAAP financial measures in Summary Results of the earnings
release precedes the most directly  comparable GAAP measure, which may be
inconsistent with the updated Compliance and Disclosure Interpretations issued on May
17, 2916.  Please review this guidance when preparing your next earnings release.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Tony Watson, Accountant, at (202) 551 -3318 if yo u have questions
regarding comments on the financial statements and related matters.  You may contact me at
(202) 551 -3344 with any other questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561
September 21, 2015

Greg Winiarski
Executive Vice President
IAC/InteractiveCorp
555 West 18th Street
New York, New York 10011

Re: IAC/InteractiveCorp
Form 10 -K
Filed February 27, 2015
File No. 000 -20570

Dear Mr. Winiarski :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for  the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lilyanna Peyser for

Mara L. Ransom
Assistant Director
Officer of Consumer Pr oducts

CORRESP
1
filename1.htm

[IAC/InterActiveCorp Letterhead]

September 18, 2015

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attn:                    Daniel Porco, Staff Attorney, Division of Corporation Finance

Re:                             IAC/InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2014
 Filed February 27, 2015
 File No. 000-20570

Dear Mr. Porco:

Set forth below is the response of IAC/InterActiveCorp (the “Company”) regarding the comment of the Staff of the Division of Corporation Finance (the “Staff”) that was delivered orally to the undersigned on August 28, 2015 regarding the Company’s Annual Report on Form 10-K (the “Annual Report”).

Management’s discussion and analysis of financial condition and results of operations

Financial position, liquidity and capital resources, page 36

1.                                      Please provide a narrative description of the reasons for the anticipated increase in capital expenditures in 2015 relative to 2014.

Response:  In response to the Staff’s comment, the Company will discuss in greater detail reasons for changes to capital expenditures in our future filings.  The proposed disclosure is set forth below (and will be appropriately modified in future filings to reflect actual circumstances), with additions appearing in bold italics:

“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 2015 capital expenditures will be higher than 2014 by approximately 30%, driven by our ongoing consolidation and streamlining of technology systems at The Match Group and HomeAdvisor’s online scheduling product, called Instant Booking.”

In addition, the Company acknowledges that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the Annual Report or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 314-7376 or Joanne Hawkins at (212) 314-7230.

Sincerely yours,

/s/ GREGG WINIARSKI

Gregg Winiarski

Executive Vice   President and

General Counsel

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July 24, 2014

Via E -mail
Jeffrey Kip
Executive Vice President and Chief Financial Officer
IAC/InterActiveCorp
555 West 18th  Street
New York, New York 10011

Re: IAC/InterActiveCorp
Form 10-K
Filed February 26, 2014
File No. 000 -20570

Dear Mr. Kip :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lilyanna Peyser for

 Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

July 21, 2014

Ms. Mara L. Ransom

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             IAC/InterActiveCorp

Form 10-K

Filed February 26, 2014

File No. 000-20570

Dear Ms. Ransom:

This letter includes the responses of IAC/InterActiveCorp (the “Company” or “IAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) regarding the filing of the Company referenced above, which were delivered to IAC in a comment letter dated July 14, 2014.  For your convenience, we have included in this letter the text of the Staff’s comments followed by the responses of the Company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

Results of Operations for the Years Ended December 31, 2013, 2012 and 2011, page 24

Revenue, page 24

1.              We note the portion of your revenues that are derived from your agreement with Google.  Please revise your disclosure to discuss in greater detail the impact of such agreement on your results of operations, including your revenues, for the specified time periods.

RESPONSE:  In response to the Staff’s comment, the Company will discuss in greater detail the impact of the Google agreement on our results of operations, including our revenues, in our future filings.  The proposed disclosure is set forth below (and will be appropriately modified in future filings to reflect actual

circumstances), with additions appearing in bold italics and deletions appearing in brackets:

PROPOSED DISCLOSURE:

Sources of Revenue

Substantially all of the revenue from our Search & Applications segment is derived from online advertising.  This revenue is primarily attributable to our 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 years ended December 31, 2013, 2012 and 2011, revenue earned from Google is $1.5 billion, $1.4 billion and $970.4 million, respectively.

The revenue earned from our Match segment is derived primarily from subscription fees for its subscription-based online personals services; Match also derives revenue from online advertising.  Our Local segment consists of HomeAdvisor and Felix.  HomeAdvisor’s revenue is derived from fees paid by members of its network of home services professionals for consumer leads and from subscription sales to service professionals as well as from one-time fees charged upon enrollment and activation of new home services professionals in its network.  Felix’s revenue is derived from online advertising.  The revenue earned by our Media segment is derived from advertising, media production and subscription fees.  The revenue earned by our Other segment is derived principally from merchandise sales and subscription fees.

Strategic Partnerships, Advertiser Relationships and Online Advertising Spend

A significant component of the Company’s revenue is attributable to [a] the services agreement with Google described above. [, which expires on March 31, 2016.  For the years ended December 31, 2013, 2012 and 2011, revenue earned from Google is $1.5 billion, $1.4 billion and $970.4 million, respectively.  This revenue is earned by the businesses comprising the Search & Applications segment.]  We market and offer our products and services directly to consumers through branded websites and subscriptions, allowing consumers to transact directly with us in a convenient manner.  We have made, and expect to continue to make, substantial investments in online and offline advertising to build our brands and drive traffic to our websites and consumers and advertisers to our businesses.

We pay traffic acquisition costs, which consist of payments to partners who distribute our B2B customized browser-based applications, integrate our paid listings into their websites or direct traffic to our websites.  We also pay to market and distribute our services on third party distribution channels, such as internet portals and search engines.  In addition, some of our businesses manage affiliate programs, pursuant to which we pay commissions and fees to third parties based on revenue

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earned.  These distribution channels might also offer their own products and services, as well as those of other third parties, which compete with those we offer.

The cost of acquiring new consumers through online and offline third party distribution channels has increased, particularly in the case of online channels as internet commerce continues to grow and competition in the markets in which IAC’s businesses operate increases.

Financial Position, Liquidity and Capital Resources, page 32

2.              Please discuss your external sources of liquidity, including but not limited to each of your 4.75% Senior Notes due December 15, 2022 and your 4.875% Senior Notes due November 20, 2018.  See Item 303(a)(1) of Regulation S-K.

RESPONSE:  In response to the Staff’s comment, the Company will discuss its external sources of liquidity in our future filings.  The proposed disclosure, prepared based on the language set forth in our 2013 Form 10-K (and which will be updated in future filings as appropriate), is set forth below.  This language contains the last three paragraphs of the Financial Position, Liquidity and Capital Resources section of the Form 10-K, with additions appearing in bold italics and deletions appearing in brackets:

PROPOSED DISCLOSURE:

The Company’s principal sources of liquidity are its cash and cash equivalents and marketable securities as well as its 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 December 31, 2013, 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 December 31, 2013, 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 February 4, 2014, IAC declared a quarterly cash dividend of $0.24 per share of common and Class B common stock outstanding payable on March 1, 2014 to stockholders of record on February 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 $300.0 million revolving credit facility, will be sufficient to fund its normal operating requirements, including capital

3

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 debt or equity financing to provide for greater financial flexibility.  Additional financing may not be available at all or on terms favorable to us.  The indentures governing the 2013 and 2012 Senior Notes restrict our ability to incur additional indebtedness in the event we are not in compliance with the maximum leverage ratio of 3.0 to 1.0.  In addition, the terms of the revolving credit facility require that we maintain a leverage ratio of not more than 3.0 to 1.0 and restrict our ability to incur additional indebtedness.  As of December 31, 2013, the Company was in compliance with all of these covenants.

*                                         *                                         *                                         *

In addition, the Company acknowledges that:

·                  IAC is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  IAC may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me at 212.314.7277 (phone) or jeff.kip@iac.com if there are any comments or questions concerning the foregoing.

Sincerely,

/s/   Jeffrey Kip

Jeffrey   Kip

Executive   Vice President and Chief Financial Officer

cc:                                Elizabeth Walsh, Securities and Exchange Commission

Lilyanna L. Peyser, Securities and Exchange Commission

4

July 14, 2014

Via E -mail
Jeffrey W. Kip
Executive Vice President and Chief Financial Officer
IAC/InterActiveCorp
555 West 18th  Street
New York, New York 10011

Re: IAC/InterActiveCorp
Form 10-K
Filed February 26, 2014
File No. 000 -20570

Dear Mr. Kip :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstanc es or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Man agement’s Discussion and Analysis of Financial Condition and Results of
Operations, page  23

Results of Operations for the Years Ended December  31, 2013, 2012 and 2011, page 24

Revenue , page 24

1. We note the portion of your revenues that are derived from y our agreement with Google.
Please revise your disclosure to discuss in greater detail the impact of such agreement on
your results of operations, including your revenues, for the specified time periods.

Jeffrey  W. Kip
IAC/InterActiveCorp
July 14, 2014
Page 2

 Financial Position, Liquidity and Capital Re sources, page  32

2. Please discuss your external sources of liquidity, including but not limited to each of your
4.75% Senior Notes due December 15, 2022 and your 4.875% Senior Notes due
November 30, 2018.  See Item 303(a)(1)  of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Liz Walsh, Staff Attorney,  at (202) 551 -3696, Lil yanna Peyser, Special
Counsel, at (202) 551 -3222  or me at (202) 551 -3264  with any questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

 Mara L. Ransom
Assistant Director

CORRESP
1
filename1.htm

IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

February 6, 2014

Mara L. Ransom
 Assistant Director
 Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                             IAC/InterActiveCorp
 Registration Statement on Form S-4
 File No. 333-192854

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, IAC/InterActiveCorp (the “Registrant”) hereby requests acceleration of effectiveness of the Registration Statement on Form S-4 (File No. 333-192854) so that it will be declared effective at 5:00 p.m. Eastern Time on Friday, February 7, 2014, or as soon as practicable thereafter.  We ask, however, that the Commission staff not accelerate such effectiveness until we speak with you on that date.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

·                  Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  The Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Kathryn Gettles-Atwa of Wachtell, Lipton, Rosen & Katz at (212) 403-1142 with any questions you may have concerning this request.

[Remainder of page left intentionally blank.]

Sincerely   yours,

/s/   JOANNE HAWKINS

Joanne   Hawkins

cc:  Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen & Katz

CORRESP
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[IAC/InterActiveCorp Letterhead]

January 24, 2013

Via EDGAR and Courier

Mara L. Ransom

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             IAC/InterActiveCorp

Registration Statement on Form S-4

Filed December 13, 2013

File No. 333-192854

Dear Ms. Ransom:

Set forth below are the responses of IAC/InterActiveCorp (the “Company”) to the comments of the Staff of the Division of Corporation Finance (the “Staff”) that were set forth in your letter dated January 10, 2014 regarding the Company’s Registration Statement on Form S-4 (the “Registration Statement”).  In connection with this letter responding to the Staff’s comments, we are filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”), and we have forwarded to the attention of Mr. Daniel Porco six courtesy copies of such Amendment No. 1 marked to show changes from the Registration Statement as filed on December 13, 2013.  Capitalized terms used but not defined herein have the meanings specified in Amendment No. 1.

For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company.  All page references in the responses set forth below refer to pages of Amendment No. 1, unless otherwise stated.

General

1.                                      We note that the guarantees are securities and thus each guarantor is required to file the financial statements specified by Regulation S-X for each guarantor of a registered security.  Please see Rule 3-10(a)(1) of Regulation S-X.  We further note that the registration statement does not appear to contain such financial statements.

If you believe that one of the exceptions to this requirement set forth in Rule 3-10 applies, please provide us with your analysis in support of this belief and explain to us how you and the guarantors are currently complying with the applicable exception.  In this regard, we note that you provide condensed consolidating financial information on pages 21-22 of your Form 10-Q for the fiscal period ended September 30, 2013, filed on November 8, 2013, and that such disclosure appears to be specific to your 2012 Senior Notes.  We also note that it is unclear whether the “certain domestic subsidiaries” that guarantee your 2012 Senior Notes are the same subsidiaries as those that guarantee the 2018 Senior Notes that you are registering on this Form S-4.

Response:  The Company respectfully submits that the exception set forth in Rule 3-10(f) to the requirement set forth in Rule 3-10(a)(1) of Regulation S-X applies.  As required by Rule 3-10(f)(1) — (3), each of the subsidiaries that guarantees the 2018 Senior Notes is 100% owned by the Company, the guarantees are full and unconditional (please see the responses to Comments 4 and 7, below) and the guarantees are joint and several, as disclosed on page 21 of Amendment No. 1.  The Company confirms that the same subsidiaries guarantee each of its 2012 Senior Notes and 2018 Senior Notes, and therefore the condensed consolidating financial information included on pages 21-29 of the Company’s Form 10-Q for the fiscal period ended September 30, 2013 satisfies the requirements set forth in Rule 3-10(f)(4) of Regulation S-X with respect to the 2018 Senior Notes.  The Company respectfully refers to the disclosure set forth on page 7 of the Registration Statement, a portion of which is copied below:

“The exchange notes will be unconditionally guaranteed, jointly and severally, on an unsubordinated unsecured basis by each of our subsidiaries that guarantee our 4.75% Senior Notes due 2022 . . .”

In addition, the Company has revised the disclosure on the cover of the prospectus and pages 7 and 21 of Amendment No. 1 in order to reference the condensed consolidating financial information incorporated by reference and to clarify that our subsidiaries that will guarantee our obligations under the exchange notes are the same subsidiaries that guarantee the 2012 Senior Notes.

2

Cover Page

2.                                      Please confirm supplementally that the offer will be open for at least 20 full business days to ensure compliance with Rule 14e-1(a). Further, please confirm that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424.

Response:  The Company respectfully confirms to the Staff that the offer will remain open for at least 20 full business days to ensure compliance with Rule 14e-1(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We further confirm that the expiration date will be included in the final prospectus disseminated to security holders and filed pursuant to the applicable provisions of Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”).  The exchange offer is intended to expire at 5:00 p.m., New York City time, on the 21st business day from the date of commencement.

Forward-looking information, page iii

3.                                      The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with a tender offer. See Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act.  Therefore, please delete the reference to the safe harbor or state explicitly that the safe harbor protections it provides do not apply to statements made in connection with the offer.

Response:  The Company has revised Amendment No. 1 to delete the reference to the safe harbor.  Please see page iii of Amendment No. 1.

Summary Terms of the Exchange Notes, page 6

Guarantee, page 7

4.                                      We note your disclosure that the exchange notes will be unconditionally guaranteed. Please clarify whether the note guarantees are also full guarantees.  Please refer to Rule 3-10 of Regulation S-X.  Please revise here and throughout the document as necessary, and include a cross-reference as appropriate to your disclosure regarding any circumstances in which the guarantees may be released.

Response:  The Company has revised the disclosure in Amendment No. 1 to clarify that the note guarantees are full guarantees, and to include a cross-reference to the disclosure regarding the circumstances in which the guarantees may be released.  Please see pages 7 and 21 of Amendment No. 1.

3

The Company respectfully submits that the note guarantees are full guarantees as defined by Rule 3-10(f)(2) of Regulation S-X because Section 10.01 of the Indenture, filed as Exhibit 4.1, governing the exchange notes (the “Indenture”) provides that the guarantors guarantee the due and punctual payment of the principal of and interest on each note, the due and punctual payment of interest on the overdue principal of and interest on the notes, and the due and punctual payment of all obligations of the Company to the holders of the notes or the trustee.  Therefore, in the event that the Company fails to make a payment as required by the Indenture, the guarantors are obligated to make such payment immediately, and if they do not, any holder of the notes may immediately bring suit directly against the guarantors for payment of all amounts due and payable pursuant to the terms of the Indenture, consistent with the definition of “full and unconditional” set forth in Rule 3-10(h)(2) of Regulation S-X and the guidance set forth in Section 2510.4 of the Financial Reporting Manual prepared by the staff of the Division of Corporation Finance (the “Manual”).  In addition, each guarantor has waived under the Indenture diligence, presentment, demand for payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and has covenanted that the guarantee will not be discharged as to any note except by payment in full of the principal thereof and interest thereon.  Please see the response to Comment 7 below for more information regarding the full and unconditional character of the subsidiary guarantees.

Exchange Offer, page 67

General, page 67

5.                                      We note your disclosure that you will return any old notes not accepted for exchange as “promptly as practicable” after expiration of the exchange offer.  Rule 14e-1(c) requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable.  Please revise here and throughout the document, as necessary.

Response:  The Company has revised the disclosure in Amendment No. 1 to provide that the Company will exchange the notes or return the old notes promptly upon expiration or termination of the offer.  Please see pages 68, 72 and 73 of Amendment No. 1.

Expiration of the Exchange Offer; extension; amendments, page 69

6.                                      We note your disclosure that “if we determine to make a public announcement of any delay, extension, amendment or termination of the exchange offer” you will do so by “making a timely release through an appropriate news agency.”  Please advise

4

us as to how this method of communication is reasonably calculated to reach registered holders of the outstanding notes or otherwise satisfies Rule 14e-1(d).  In doing so, please elaborate upon the circumstances in which you may decide not to make a public announcement of any delay, extension, amendment or termination of the exchange offer.

Response:  The Company has revised the disclosure in Amendment No. 1 to provide that the Company will make a public announcement of any delay, extension, amendment or termination of the exchange offer by the making of a release through an appropriate news agency.  This method of communication is expressly permitted under Rule 14e-1(d), which requires the issuance of a notice of any extension “by press release or other public announcement.”  The Company confirms that there are no circumstances in which it would not make a public announcement of any delay, extension, amendment or termination of the exchange offer.  Please see page 69 of Amendment No. 1.

Index to Exhibits

Exhibit 4.1

7.                                      We note that your subsidiary guarantors may in some circumstances be released from their obligations to guarantee the exchange notes issued in your offering. In order to rely on the exceptions contained in Rule 3-10 of Regulation S-X, subsidiary guarantors may only be released from their guarantees in customary circumstances. In light of the above, please provide us with your analysis as to how the guarantees constitute “full and unconditional” guarantees, with a view to understanding how the guarantees satisfy the requirements of Rule 3-10 of Regulation S-X.  In your analysis, please focus on Section 10.04(1) of the Indenture filed as Exhibit 4.1.

Response:  The Company respectfully advises the Staff that each of the guarantees may only be released under customary circumstances in accordance with the guidance set forth in Section 2510.5 of the Manual, and, therefore, the guarantees satisfy the requirements for reliance on the exceptions contained in Rule 3-10 of Regulation S-X.  The subsidiary guarantee release provisions are contained in Section 10.04 of the Indenture.  Section 10.04 provides that the guarantees may be automatically released in the following circumstances:

Section 10.04(1).  In the event of dissolution of a guarantor.  The Company submits that the release of a guarantor upon its dissolution is a customary circumstance under which a guarantee may be released that is analogous to, and often accompanies, a release upon the sale of a subsidiary or its assets.  The first bullet under Section 2510.5 of the Manual provides that a subsidiary guarantor may rely on Rule 3-10 if the indenture provides that the guarantee will be released automatically when the

5

subsidiary is sold or sells all of its assets.  In addition, if this event were to occur, then either the Company or another guarantor would own the assets of the dissolving guarantor and, as a result, such assets would be owned by an entity that is either primarily liable or is a guarantor of the notes.  We understand that the Staff has accepted the same indenture language as coming within the “sale” example of Section 2510.5.  See, e.g., QVC, Inc. correspondence dated December 7, 2012.

Section 10.04(2).  If a subsidiary guarantor is designated as an “Unrestricted Subsidiary” or otherwise ceases to be a “Restricted Subsidiary,” in each case in accordance with the provisions of the Indenture.  An “Unrestricted Subsidiary” is a subsidiary that is so designated by the Board of Directors of the Company as provided in the Indenture, and a “Restricted Subsidiary” is any subsidiary other than an Unrestricted Subsidiary.  Unrestricted Subsidiaries are not subject to the covenants set forth in Article IV of the Indenture.  The second bullet under Section 2510.5 provides that a subsidiary guarantor may rely on Rule 3-10 if the indenture provides that the guarantee will be released automatically if the subsidiary is declared “unrestricted” for covenant purposes.

Section 10.04(3).  Upon the release or discharge of any guarantee by the guarantor of the Company’s Credit Agreement and any of certain other indebtedness of the Company or certain subsidiaries of the Company.  The third bullet under Section 2510.5 of the Manual provides that a subsidiary guarantor may rely on Rule 3-10 if the indenture provides that the guarantee will be released automatically when the subsidiary’s guarantee of other indebtedness is terminated or released.

Section 10.04(4).  Upon the exercise of the legal defeasance option or covenant defeasance option pursuant to the Indenture, or if the obligations under the Indenture are discharged in accordance with the terms thereof.  The fourth bullet under Section 2510.5 of the Manual provides that a subsidiary guarantor may rely on Rule 3-10 if the indenture provides that the guarantee will be released automatically when the requirements of legal defeasance or covenant defeasance or discharge of the indenture have been satisfied.

There are no additional circumstances under which a guarantee may be released without consent of the holders under the Indenture.  Because the guarantees can only be released under the customary circumstances explicitly contemplated by, or closely analogous to, the Staff’s guidance, the Company respectfully submits that the subsidiary guarantees are “full and unconditional” in accordance with the requirements of Rule 3-10 of Regulation S-X.

6

Exhibit 5.1

8.                                      We note counsel’s statement that counsel has acted as special counsel to you and “certain subsidiaries” of your company in connection with this offering.  Please have counsel revise its opinion to clarify to which subsidiaries it is referring and to which subsidiaries its legal opinion pertains.

Response:  In response to the Staff’s comment, the Company has filed a revised opinion as Exhibit 5.1 to Amendment No. 1.

Exhibit 5.2

9.                                      We note counsel’s statement in the second paragraph that counsel examined only the documents listed.  Please have counsel remove the limitation regarding the documents that counsel has examined, and ask counsel to include a statement that counsel has examined the enumerated documents and any other materials necessary and appropriate for counsel to render the required opinion(s).

Response:  In response to the Staff’s comment, the Company has filed a revised opinion as Exhibit 5.2 to Amendment No. 1.

10.                               We note counsel’s assumptions set forth in

January 10, 2014

Via E -mail
Gregory R. Blatt
Chief Executive Officer
IAC/Inter ActiveCorp
555 West 18th Street
New York, NY 10011

Re: IAC/InteractiveCorp
  Registration Statement on Form S-4
Filed  December 13, 2013
  File No.  333-192854

Dear  Mr. Blatt :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that the guarantees are securities and thus each guarantor is required to file the
financial statements specified by Regulation S -X for each guarantor of a registered
security.  Please s ee Rule 3 -10(a) (1) of Regulation  S -X.  We further note that the
registration statement does not appear to contain such financial statements.  If you believe
that one of the exceptions to this requirement set forth in Rule 3 -10 applies, please
provide us with your analys is in support of this belief and explain to us how you and the
guarantors are currently complying with the applicable exception.  In this regard, we note
that you provide condensed consolidating financial information on pages 21 -22 of your
Form 10 -Q for th e fiscal period ended September 30, 2013, filed on November 8, 2013,
and that such disclosure appears to be  specific to your 2012 Senior Notes.  We also note
that it is unclear whether the “certain domestic subsidiaries” that guarantee your 2012
Senior Not es are the same subsidiaries as those that guarantee the 2018 Senior Notes that
you are registering on this Form S -4.

Gregory R. Blatt
IAC/Inter ActiveCorp
January 10, 2014
Page 2

 Cover Page

2. Please confirm supplementally that the offer will be open for at least 20 full business
days to ensure compliance with Rule 14 e-1(a). Further, please confirm that the expiration
date will be included in the final prospectus disseminated to security holders and filed
pursuant to the  applicable provisions of Rule 424.

Forward -looking information , page ii i

3. The safe harbor for forward -looking statements provided in the Private Securities
Litigation  Reform Act of 1995 does not apply to statements made in connection  with a
tender offer. See  Section 27A(b)(2)(C) of the Securities Act and Section  21E(b)(2)(C) of
the Exchange Act.   Therefore, please delete the reference to the safe harbor or state
explicitly that the safe harbor  protections it provides do not apply to statements made in
connection with the offer.

Summary Terms of the Exchange Notes, page 6

Guarantee, page 7

4. We note  your disclosure that the exchange notes will be unconditionally guaranteed.
Please clarify whether the note guarantees are also full guarantees.  Please refer to Rule
3-10 of Regulation S -X.  Please revise here and throughout the document as necessary,
and include a cross -reference as appropriate to your disclosure regarding any
circumstances in which the guarantees may be released.

Exchange Offer, page 67

General, page 67

5. We note your disclosure that you will return any old notes not accepted for exch ange as
“promptly as practicable” after expiration of the exchange offer.  Rule 14e -1(c) requires
that you exchange the notes or return the old notes “promptly” upon expiration or
termination of the offer, as applicable.  Please revise here and throughout the document,
as necessary.

Expiration of the Exchange Offer; extension; amendments, page 69

6. We note your disclosure that “ if we determine to make a public announcement of any
delay, extension, amendment or termination of the exchange offer ” you will do so by
“making a timely release through an appropriate news agency.”  Please advise us as to
how this method of communication is reasonably calculated to reach registered holders of
the outstanding notes or otherwise satisfies Rule 14e -1(d).  In doing so, p lease elaborate

Gregory R. Blatt
IAC/Inter ActiveCorp
January 10, 2014
Page 3

 upon the circumstances in which you may decide not to make a public announcement of
any delay, extension, amendment or termination of the exchange offer.

Index to Exhibits

Exhibit 4.1

7. We note that your subsidiary guarantors may in some c ircumstances be released from
their obligations to guarantee the exchange notes issued in your offering. In order to rely
on the exceptions contained in Rule 3 -10 of Regulation S -X, subsidiary guarantors may
only be released from their guarantees in custom ary circumstances. In light of the above,
please provide us with your analysis as to how the guarantees constitute “full and
unconditional” guarantees, with a view to understanding how the guarantees satisfy the
requirements of Rule 3 -10 of Regulation S -X.  In your analysis, please focus on Section
10.04(1) of the Indenture filed as Exhibit 4.1.

Exhibit 5.1

8. We note counsel’s statement that counsel has acted as special counsel to you  and “certain
subsidiaries” of your company in connection with this offeri ng.  Please have counsel
revise its opinion to clarify to which subsidiaries it is referring and to which subsidiaries
its legal opinion pertains.

Exhibit 5.2

9. We note counsel’s statement in the second paragraph that counsel examined only the
documents listed.  Please have counsel remove the limitation regarding the documents
that counsel has examined, and ask counsel to include a statement that counsel has
examined the enumerated documents and any other materials necessary and appropriate
for counsel to  render the required opinion(s).

10. We note counsel’s assumptions set forth in paragraphs III.3 —III.8.  Please have counsel
remove as inappropriate these assumptions, or explain to us why these assumptions are
appropriate.  Please refer to Section II.B.3.a o f Staff Legal Bulletin No. 19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you reques t acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Gregory R. Blatt
IAC/Inter ActiveCorp
January 10, 2014
Page 4

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Daniel Porco, Law Clerk,  at (202) 551 -3477  or Lisa Kohl, Staff Attorney,
at (202) 551 -3252 or  me at (202) 551 -3720  with any questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director

cc: Andrew J. Nussbaum, Esq.

CORRESP
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IAC/INTERACTIVECORP

555 West 18th Street
 New York, NY 10011

December 13, 2013

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-7010

RE:                           IAC/InterActiveCorp
 Registration Statement on Form S-4
 Filed May 3, 2013

Ladies and Gentlemen:

Reference is made to the above referenced Registration Statement on Form S-4, as may be amended form time to time (the “Registration Statement”), of IAC/InterActiveCorp (the “Company”), About, Inc., APN, LLC, Aqua Acquisition Holdings LLC, CityGrid Media, LLC, Dictionary.com, LLC, Elicia Acquisition Corp., HomeAdvisor, Inc., HTRF Ventures, LLC, Humor Rainbow, IAC Falcon Holdings, LLC Inc., IAC Search & Media, Inc., IAC Search, LLC, Match.com International Holdings, Inc., Match.com, Inc., Match.com, L.L.C., Mindspark Interactive Network, Inc., Mojo Acquisition Corp., People Media, Inc., People Media, LLC, Shoebuy.com, Inc., and Tutor.com, Inc. (collectively, including the Company, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $500,000,000 of our 4.875% senior notes due 2018 of the Company (together with the guarantees thereof, the “New Notes”) for an equal principal amount of our outstanding 4.875% senior notes due 2018 of the Company (together with the guarantees thereof, the “Old Notes”).  The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes.  In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection

with any sale or transfer of the New Notes, unless the sale or transfer is made pursuant to an exemption from those requirements.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner:  (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the New Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

See Shearman & Sterling (July 2, 1993).

[SIGNATURE PAGE FOLLOWS]

2

Sincerely,

IAC/INTERACTIVECORP

By:

/s/   Joanne Hawkins

Name:

Joanne   Hawkins

Title:

Authorized   Person
   SVP & Deputy General Counsel

ABOUT, INC.

APN,   LLC

AQUA   ACQUISITION HOLDINGS LLC

CITYGRID   MEDIA, LLC

DICTIONARY.COM,   LLC

ELICIA   ACQUISITION CORP.

HOMEADVISOR, INC.

HTRF   VENTURES, LLC

HUMOR   RAINBOW, INC.

IAC   FALCON HOLDINGS, LLC

IAC   SEARCH & MEDIA, INC.

IAC   SEARCH, LLC

MATCH.COM   INTERNATIONAL HOLDINGS, INC.

MATCH.COM, INC.

MATCH.COM,   L.L.C.

MINDSPARK   INTERACTIVE NETWORK, INC.

MOJO   ACQUISITION CORP.

PEOPLE   MEDIA, INC.

PEOPLE   MEDIA, LLC

SHOEBUY.COM, INC.

TUTOR.COM, INC.

By:

/s/   Joanne Hawkins

Name:

Joanne   Hawkins

Title:

Authorized   Person on behalf of each
   of the above named Guarantors

cc:                                Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz
 Kathryn J. Gettles-Atwa, Wachtell, Lipton, Rosen & Katz

June 18 , 2013

Via E -mail
Jeffrey W. Kip
Chief Executive Officer
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re:  IAC/InterActiveCorp
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 000 -20570

Dear Mr. Kip:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc: Joanne Hawkins
 IAC/InterActiveCorp

 Kathryn Gettles -Atwa
 Wachtell, Lipton, Rosen & Katz

CORRESP
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IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

June 17, 2013

Mara L. Ransom
 Assistant Director
 Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                             IAC/InterActiveCorp
 Registration Statement on Form S-4
 File No. 333-188348

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, IAC/InterActiveCorp (the “Registrant”) hereby requests acceleration of effectiveness of the Registration Statement on Form S-4 (File No. 333-188348) so that it will be declared effective at 5:00 p.m. Eastern Time on Tuesday, June 18, 2013, or as soon as practicable thereafter.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

·                  Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  The Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Kathryn Gettles-Atwa of Wachtell, Lipton, Rosen & Katz at (212) 403-1142 with any questions you may have concerning this request.  In addition, please notify Ms. Gettles-Atwa when this request for acceleration has been granted.

[Remainder of page left intentionally blank.]

Sincerely   yours,

/s/   JOANNE HAWKINS

Joanne   Hawkins

CORRESP
1
filename1.htm

[IAC/InterActiveCorp Letterhead]

June 14, 2013

Via EDGAR

Mara L. Ransom
 Assistant Director
 Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                             IAC/InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2012
 Filed March 1, 2013
 Response dated June 11, 2013
 File No. 000-20570

Dear Ms. Ransom:

Set forth below is the supplemental response of IAC/InterActiveCorp (the “Company”) regarding the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that was set forth in your letter dated June 10, 2013 regarding the Company’s Annual Report on Form 10-K (the “Annual Report”) and the Company’s response on June 11, 2013.  Capitalized terms used but not defined herein have the meanings specified in the Annual Report.

As discussed on a telephonic conference call at 10:00 a.m. this morning with representatives of the Company and Mr. Thompson of the Staff regarding the application of Rule 4-08 of Regulation S-X, the Company confirms that under the indenture governing the Company’s 2012 Senior Notes 1) wholly owned subsidiaries of the Company are not restricted from the payment of dividends to the Company, 2) if non-wholly owned subsidiaries of the Company pay dividends, the Company must receive at least its pro-rata share of such dividends, and 3) subsidiaries of the Company are not restricted in transferring their net assets to the Company.  Revised proposed future disclosure, based on the Annual Report, which will be updated in future filings, as appropriate, is set forth on Exhibit A hereto.

In addition, the Company acknowledges that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning the Annual Report or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 314-7230 or Kathryn Gettles-Atwa, special counsel to the Company, at (212) 403-1142.

Sincerely   yours,

/s/   JOANNE HAWKINS

Joanne   Hawkins

cc:                                Jeffrey W. Kip (Chief Financial Officer, IAC/InterActive Corp)
 Kathryn Gettles-Atwa (Wachtell, Lipton, Rosen & Katz)

Charles Lee (U.S. Securities and Exchange Commission)
 Lilyanna Peyser (U.S. Securities and Exchange Commission)
 Adam Phippen (U.S. Securities and Exchange Commission)
 William Thompson (U.S. Securities and Exchange Commission)

2

Exhibit A

Certain domestic subsidiaries have unconditionally guaranteed the 2012 Senior Notes. The indenture governing the 2012 Senior Notes contains covenants that would limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, 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 December 31, 2012, the Company was in compliance with these covenants and 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, and merge or sell all or substantially all of our assets.

3

CORRESP
1
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[IAC/InterActiveCorp Letterhead]

June 11, 2013

Via EDGAR and Courier

Mara L. Ransom
 Assistant Director
 Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                             IAC/InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2012
 Filed March 1, 2013
 Response dated June 5, 2013
 File No. 000-20570

Dear Ms. Ransom:

Set forth below is the response of IAC/InterActiveCorp (“IAC” or the “Company”) to the comment of the Staff of the Division of Corporation Finance (the “Staff”) that was set forth in your letter dated June 10, 2013 regarding the Company’s Annual Report on Form 10-K (the “Annual Report”).  Capitalized terms used but not defined herein have the meanings specified in the Annual Report.

For your convenience, the Staff’s comment is set forth in bold, followed by the response on behalf of the Company.

Item 8. Consolidated Financial Statements and Supplementary Data, page 41

Notes to Consolidated Financial Statements, page 48

Note 11 — Long-Term Debt, page 68

1.                                      We reviewed your response to comment 14 in our letter dated May 29, 2013. Please tell us whether the payment of dividends by you or your subsidiaries could cause non-compliance with a financial ratio test. If so, please tell us your consideration of this potential non-compliance when analyzing the disclosure requirements of Rule 4-08(e)(1) and 4-08(e)(3)(i) and (ii) of Regulation S-X and the need for the condensed financial information prescribed by Rule 12-04 of Regulation S-X as required by Schedule I of Rule 5-04 of Regulation S-X.

Response:  In response to the Staff’s comment, the Company confirms that the payment of dividends by IAC or its subsidiaries could not cause non-compliance with a financial ratio test.

*          *           *          *           *          *

2

If you have any questions concerning the Annual Report or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212) 314-7230 or Kathryn Gettles-Atwa, special counsel to the Company, at (212) 403-1142.

Sincerely   yours,

/s/   JOANNE HAWKINS

Joanne   Hawkins

cc:                                Jeffrey W. Kip (Chief Financial Officer, IAC/InterActive Corp)

Kathryn Gettles-Atwa (Wachtell, Lipton, Rosen & Katz)

Charles Lee (U.S. Securities and Exchange Commission)

Lilyanna Peyser (U.S. Securities and Exchange Commission)

Adam Phippen (U.S. Securities and Exchange Commission)

William Thompson (U.S. Securities and Exchange Commission)

3

June 10 , 2013

Via E -mail
Jeffrey W. Kip
Chief Executive Officer
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re: IAC/InterActiveCorp
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
Response dated June 5, 2013
File No. 000-20570

Dear Mr. Kip:

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Item 8. Consolidated Financial Statements and Supplementary Data, page 41

Notes to Consolidated Financial Statements, page 48

Note 11 – Long -Term Debt, page 68

1. We reviewed your response to comment 14 in our l etter dated May 29, 2013.  Please tell
us whether the payment of dividends by you or your subsidiaries could cause non -
compliance with a financial ratio test.  If so, please tell us your consideration of this
potential non -compliance when analyzing the dis closure requirements of Rule 4 -08(e)(1)
and 4 -08(e)(3)(i) and (ii) of Regulation S -X and the need for the condensed financial
information prescribed by Rule 12 -04 of Regulation S -X as required by Schedule I of
Rule 5 -04 of Regulation S -X.

Jeffrey W. Kip
IAC/InterActiveCorp
June 10 , 2013
Page 2

 We urge all p ersons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filings include, as applicable, the information the Securities
Act of 1933, all applicable Securities Act rules, the Securities Exchange Act of  1934, and all
applicable Exchange Act rules require .  Since the company and its management are in possession
of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

You may contact Adam Phippen  at (202) 551 -3336  or William Thompson  at (202) 551 -
3344  if you have questions regarding comments on the financial statements and related matters .
Please contact Charles Lee  at (202) 551 -3427 , Lilyanna Peyser at (202) 551 -3222  or me at (202)
551-3720 with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Joanne Hawkins
 IAC/InterActiveCorp

 Kathryn Gettles -Atwa
Wachtell, Lipton, Rosen & Katz

May 29 , 2013

Via E -mail
Jeffrey W. Kip
Chief Executive Officer
IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re: IAC/InterActiveCorp
 Registration Statement on Form S -4
Filed May 3 , 2013
File No. 333-188348

Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 000-20570

Dear Mr. Kip:

We have reviewed your filing s and have the following comments.  We have limited our
review of your registration statement to  the issue s we have addressed in our comment s.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

With respect to your registration statement, please respond to thi s letter by amending
your registration statement and providing the requested information.   With respect to your Form
10-K, please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advisi ng us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filin gs and the information you provide in
response to these comments, we may have additional comments.

Registration Statement on Form S -4

General

1. Please confirm to us your understanding that all of our comments with respect to your
Form 10 -K for  fiscal year ended December 31, 2012 must be resolved before the
registration statement becomes effective.

Jeffrey W. Kip
IAC/InterActiveCorp
May 29 , 2013
Page 2

 2. As currently represented, the offer could be open for less than 20 full business days due
to the 5:00 p.m. expiration time instead of an expiration time of midnight on what
ultimately may be the twentieth business day following commencement.  See Question
and Answer Eight in Exchange Act Release No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at least through midnight on the twe ntieth business day.  See
Rule 14d -1(g)(3).

Information incorporated by reference, page ii

3. Please update this section to specifically incorporate by reference the Form 10 -Q you
filed on May 8, 2013 and any other reports required to be incorporated by ref erence by
Form S -4.

Market and industry data, page iv

4. We note the phrase “we do not make any representations as to the accuracy of such
information” in this section.  Such phrase inappropriately implies that you are not
responsible for disclosure that you have elected to include in the registration statement.
Please revise such phrase to remove such implication.

Summary terms of the exchange offer, page 3

5. We note that in the penultimate paragraph on page 4 of the letter of transmittal, you ask
partic ipants in the exchange offer to represent that it is “not engaged and does not intend
to engage in…a distribution of the Exchange Notes.”  Please add such representation as a
separate bullet point to the litany of representations disclosed at the bottom of  this page.

Ratio of earnings to fixed charges, page 18

6. Please provide the disclosure required by Item 503(d) of Regulation S -K for your fiscal
quarter ended March 31, 2013.  Please also file the exhibit required by Item 601(b)(12) of
Regulation S -K.

Item 22.  Undertakings, page II -9

7. Please include the undertaking required by Item 512(a)(6) of Regulation S -K.

Exhibit 5.2

8. Counsel must opine on the valid existence of People Media, LLC and cannot assume
such valid existence.  See Section II.B.1.e of Staf f Legal Bulletin No. 19.  Please revise.

Jeffrey W. Kip
IAC/InterActiveCorp
May 29 , 2013
Page 3

 Exhibit 5.3

9. Counsel may not limit its opinion to a specific list of documents reviewed.  In providing
its opinion, counsel should consider, in addition to the specific list of documents
reviewed, all other documen ts necessary for its opinion.  Please revise the first full
paragraph on page 2.

Exhibit 5.4

10. Please comply with comment  9 with respect to counsel’s opinion and revise the last two
paragraphs on page 2.

Exhibit 23.2

11. Counsel must consent to being named in the prospectus under “Legal matters.”  See
Section IV of Staff Legal Bulletin No. 19.  Please revise.

Form 10 -K for the Fiscal Year Ended December 31 , 2012

Item 8. Consolidated Financial Statements and Supplementary Data, page 41

Consolidated Stateme nt of Cash Flows, page 47

12. We note that cash flows from financing activities attributable to continuing operations
include cash retained attributable to the tax deductibility of excess tax benefits from
stock -based awards.   Please tell us how the excess ta x benefits are classified in cash flows
from operating activities and your consideration of separately presenting the excess tax
benefits as an adjustment to reconcile earnings (loss) from continuing operations to net
cash provided by operating activities attributable to continuing operations.

Notes to Consolidated Financial Statements, page 48

Note 2 – Summary of Significant Accounting Policies, page 48

Redeemable Noncontrolling Interests, page 53

13. Please explain to us in detail why the embedded put arr angements are not accounted for
as derivatives pursuant to ASC 815.

Note 11 – Long -Term Debt, page 68

14. Reference is made to your disclosure that the indenture governing the 2012 Senior Notes
contains covenants that limit your ability and the ability of your subsidiaries to pay
dividends or make other distributions.  Please tell us your consideration of disc losing the

Jeffrey W. Kip
IAC/InterActiveCorp
May 29 , 2013
Page 4

 amount of your retained earnings or net income restricted or free of restrictions as
required by Rule 4 -08(e)(1) of Regulation S -X.   Please also tell us your consideration of
providing the disclosures required by Rule 4 -08(e)(3)(i) and (ii) of Regulation S -X and
the condensed financial information prescribed by Rule 12 -04 of Regulation S -X as
required by Schedule I of Rule 5 -04 of Regulation S -X.

Note 15 – Segment Information, page 75

15. Please tell us your consideration of separately disclosing revenues attributed to individual
foreign countries.  Refer to ASC 280 -10-50-41a.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing s to be certain that the filings include, as applicable, the information the Securities
Act of 1933, all applicable Securities Act rules, the Securities Exchange Act of 1934, and all
applicable Exchange Act rules require .  Since the company and its management are in possession
of all facts relating to a company’s di sclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written stat ement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of th e Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We  will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Sec urities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registratio n statement.

In responding to our comment s on the Form 10 -K, please provide a written statement
from the company acknowledging that:

Jeffrey W. Kip
IAC/InterActiveCorp
May 29 , 2013
Page 5

 the company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Adam Phippen  at (202) 551 -3336  or William Thompson  at (202) 551 -
3344  if you have questions regarding the comment s on the Form 10 -K.  Please contact Charles
Lee at (202) 551 -3427 , Lilyanna Peyser at (202) 551 -3222  or me at (202) 551 -3720 with any
other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Joanne Hawkins
 IAC/InterActiveCorp

 Kathryn Gettles -Atwa
Wachtell, Lipton, Rosen & Katz

CORRESP
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IAC/INTERACTIVECORP

555 West 18th Street
 New York, NY 10011

May 3, 2013

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549-7010

RE:                           IAC/InterActiveCorp
 Registration Statement on Form S-4
 Filed May 3, 2013

Ladies and Gentlemen:

Reference is made to the above referenced Registration Statement on Form S-4, as may be amended form time to time (the “Registration Statement”), of IAC/InterActiveCorp (the “Company”), About, Inc., APN, LLC, Aqua Acquisition Holdings LLC, CityGrid Media, LLC, Dictionary.com, LLC, Elicia Acquisition Corp., HomeAdvisor, Inc., HTRF Ventures, LLC, Humor Rainbow, Inc., IAC Search & Media, Inc., IAC Search, LLC, Match.com International Holdings, Inc., Match.com, Inc., Match.com, L.L.C., Mindspark Interactive Network, Inc., Mojo Acquisition Corp., People Media, Inc., People Media, LLC, Shoebuy.com, Inc., and Tutor.com, Inc. (collectively, including the Company, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $500,000,000 of our 4.75% senior notes due 2022 of the Company (together with the guarantees thereof, the “New Notes”) for an equal principal amount of our outstanding 4.75% senior notes due 2022 of the Company (together with the guarantees thereof, the “Old Notes”).  The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes.  In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection

with any sale or transfer of the New Notes, unless the sale or transfer is made pursuant to an exemption from those requirements.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner:  (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the New Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

See Shearman & Sterling (July 2, 1993).

[SIGNATURE PAGE FOLLOWS]

2

Sincerely,

IAC/INTERACTIVECORP

By:

/s/   Joanne Hawkins

Name:

Joanne   Hawkins

Title:

Authorized   Person
   SVP & Deputy General Counsel

ABOUT, INC.

APN,   LLC

AQUA   ACQUISITION HOLDINGS LLC

CITYGRID   MEDIA, LLC

DICTIONARY.COM,   LLC

ELICIA   ACQUISITION CORP.

HOMEADVISOR, INC.

HTRF   VENTURES, LLC

HUMOR   RAINBOW, INC.

IAC   SEARCH & MEDIA, INC.

IAC   SEARCH, LLC

MATCH.COM   INTERNATIONAL HOLDINGS, INC.

MATCH.COM, INC.

MATCH.COM,   L.L.C.

MINDSPARK   INTERACTIVE NETWORK, INC.

MOJO   ACQUISITION CORP.

PEOPLE   MEDIA, INC.

PEOPLE   MEDIA, LLC

SHOEBUY.COM, INC.

TUTOR.COM, INC.

By:

/s/   Joanne Hawkins

Name:

Joanne   Hawkins

Title:

Authorized   Person on behalf of each
   of the above named Guarantors

cc:                                Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz
 Kathryn J. Gettles-Atwa, Wachtell, Lipton, Rosen & Katz

December 19, 2011
 Via E-mail

Gregory R. Blatt Chief Executive Officer IAC/InterActiveCorp 555 West 18th Street  New York, NY 10011
Re: IAC/InterActiveCorp
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Definitive Proxy Statement on Schedule 14A Filed April 29, 2011
  File No. 000-20570

Dear Mr. Blatt:
 We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not fore close the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Brigitte Lippmann    for

Mara L. Ransom Assistant Director
 cc: Gregg Winiarski, General Counsel

CORRESP
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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

December 2, 2011

Ms. Mara L. Ransom

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                           IAC/InterActiveCorp

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 1, 2011

Definitive Proxy Statement on Schedule 14A

Filed April 29, 2011

File No. 000-20570

Dear Ms. Ransom:

This letter includes the responses of IAC/InterActiveCorp (the “Company” or “IAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) regarding those filings of the Company referenced above, which were delivered to IAC in a comment letter dated November 7, 2011.  For your convenience, we have included herein the text of the Staff’s comments followed by the responses of the Company.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 19

2010 Bonuses, page 21

1.              We note your response to comments 4 and 6 in our letter dated September 7, 2011.  Please disclose the following:

·                  Disclose the actual EBITA and share price performance measures achieved and explain how those performance measures grew by at least 5%.

·                  Describe how EBITA was calculated, whether this measure was adjusted and, if so, explain how the measurements were calculated.

·                  For each named executive officer, describe in greater detail the specific individual contributions and contextualize those achievements for purposes

of demonstrating how they resulted in specific compensation decisions.  We note your reference to Exhibit B of your response letter; however, this exhibit was not submitted as part of your correspondence.

RESPONSE:  In response to the Staff’s comments, the Company will include language that is responsive to each of the items above in its future proxy statements.  The language that would have appeared in the Company’s 2011 Proxy Statement is set forth on Exhibit A, attached hereto, with the new language in bold text and deletions in brackets.

In addition, IAC hereby confirms that it will include the information in the first two paragraphs of our response to Comment Number 4 in our original response letter in future filings to the extent such information continues to be descriptive of the Company’s process.

Please do not hesitate to contact me at 212.314.7376 (phone), 212.632.9551 (fax) or gregg.winiarski@iac.com if there are any comments or questions concerning the foregoing.

Sincerely,

/s/   Gregg Winiarski

Gregg Winiarski

Senior Vice President & General Counsel

cc:                               Brigitte Lippmann, Special Counsel, Securities and Exchange Commission

Angie Kim, Staff Attorney, Securities and Exchange Commission

Thomas McInerney, Chief Financial Officer, IAC/InterActiveCorp

2

EXHIBIT A

Proposed Disclosure:

Annual Bonuses

General.  We establish bonus levels through a two-pronged process. First, at the beginning of the year, the Committee sets performance objectives which historically have been tied to the achievement of EBITA or share price performance targets during the forthcoming year. In general, these targets are minimum acceptable performance conditions, but with respect to which there is substantial uncertainty when we establish them. If the Company meets the performance criteria, the executive becomes eligible for a maximum bonus award, which the Committee has historically reduced based on a discretionary assessment of Company and, to a lesser extent, individual performance. In making its determinations regarding annual bonuses, the Committee considers a variety of factors such as growth in profitability or achievement of strategic objectives by the Company, and an individual’s performance and contribution to the Company. The Committee does not quantify the weight given to any specific element or otherwise follow a formulaic calculation. Rather, the Committee engages in an overall assessment of appropriate bonus levels based on a subjective interpretation of all the relevant criteria. This process is designed to permit the Company to deduct the bonus compensation paid to executives for income tax purposes.  We generally pay bonuses shortly after year-end, following finalization of financial results for the prior year.

The definition of EBITA used for this purpose is set forth in IAC’s 2008 Stock and Annual Incentive Plan, and is as follows:  “EBITA” means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

2010 Bonuses.  For 2010, the Committee predicated the payment of bonuses to executive officers on attaining (i) year-over-year EBITA growth in any [quarter] of the four consecutive calendar quarters beginning with the second quarter of 2010 of at least 5% or [on] (ii) share price growth of at least 5% over $22.47, the closing price of the Company’s common stock on the date the goals were established, on any 30 trading days during the one year period beginning on the trading day after the goals were established, such days not necessarily consecutive. Both targets were met, with EBITA growth in the second quarter of 2010 of 88% and the Company’s stock price exceeding $23.60 well over 30 trading days during 2010.  As a result, [and] the Committee then exercised its right to reduce target bonus amounts. Bonuses for 2010 were paid in February 2011, and in setting actual bonus levels, the Committee considered a variety of factors, including:

·                  Revenue and Operating Income Before Amortization Growth.  Revenue increased 22% over the prior year, with double digit growth from each of the Company’s

3

segments. Operating Income Before Amortization also grew strongly, up 56% over the prior year, as the Company was able to control costs and implement operating efficiencies.

·                  Share Price Appreciation.  The Company’s share price increase 40% during 2010, compared to 15% growth in the Nasdaq and 11% growth in the S&P 500.

·                  Capitalization and Cash Position.  The Company repatriated a significant amount of cash to shareholders by way of share repurchases, and also generated strong cash flow from its operating businesses during the year. The Company completed 2010 with a strong cash position and expectations for continued strength in 2011.

·                  Successful Completion of Strategic Transactions.  The Company exchanged its Evite, Gifts.com and IAC Advertising Solutions businesses and approximately $218 million in cash for approximately 12.8 million shares of the Company’s common and Class B shares held by Liberty Media Corporation. The Company also agreed to the terms of a joint venture between The Daily Beast and Newsweek, which closed in January 2011.

·                  Other Initiatives.  The Company took steps to positively advance the strategic position of several of the Company’s businesses.

While the factors noted above were the primary ones considered in setting bonus award amounts, the Committee also considered each executive’s role with respect to the execution of strategic initiatives, the length of time each executive held his position and the responsibilities of each executive and any changes thereto over the year.   In particular, the Committee considered the following:  (i) with respect to Mr. Diller, his role in providing strategic direction for the Company overall and driving financial and operational performance, (ii) with respect to Mr. McInerney, his role managing the Company’s balance sheet and capital position, as well as his contribution to strategic, cost management and other operational initiatives, (iii) with respect to Mr. Kaufman, his role in assisting Mr. Diller with strategic oversight of the Company and specifically with respect to the transaction with Liberty Media and (iv) with respect to Mr. Winiarski, his role in managing the successful completion of the transaction with Liberty Media as well as other strategic initiatives, and the increased responsibilities he assumed during the year.

In determining the 2010 bonus award for Mr. Blatt, the Committee considered the strong performance of Match during the year, with revenue up 17% compared to 2009 and Operating Income Before Amortization up 23% over the prior year. In addition, the Committee noted the successful integration of PeopleMedia, acquired in July 2009, and the formation of the venture with Meetic in Latin America in March 2010.

As noted above, in setting individual bonus amounts, the Committee did not quantify the weight assigned to any specific factor, or apply a formulaic calculation.  In setting bonus amounts, the Committee generally considered the Company’s overall performance, the amount of bonus for each named executive relative to other

4

Company executives, and the recommendations of the Chairman and Senior Executive.  In addition, the Committee considered achievements in 2010 as compared to achievements and bonus levels in prior years.

Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company’s annual goals.

5

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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

November 17, 2011

Ms. Mara L. Ransom

Assistant Director

U.S. Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             IAC/InterActiveCorp Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 and Definitive Proxy Statement on Schedule 14A Filed on April 29, 2011
 (File No. 0-20570)

Dear Ms. Ransom:

Reference is made to the comments of the staff of the Division of Corporation Finance (the “Staff”) regarding those filings of IAC/InterActiveCorp (“IAC”) referenced above, which were delivered in a comment letter dated November 7, 2011 (the “Comment Letter”).  As discussed with Ms. Angie Kim of your office, IAC will provide a response to the comments of the Staff set forth in the Comment Letter by no later than Friday, December 2, 2011.  Please do not hesitate to contact me at (212) 314-7230 should you have any questions.

Sincerely,

/s/   Joanne Hawkins

Joanne   Hawkins

Senior   Vice President and

Deputy   General Counsel

cc:

Brigitte   Lippman, Special Counsel, SEC

Angie   Kim, Staff Attorney, SEC

November 7, 2011
 Via E-mail

Gregory R. Blatt Chief Executive Officer IAC/InterActiveCorp 555 West 18th Street  New York, NY 10011
Re: IAC/InterActiveCorp
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Definitive Proxy Statement on Schedule 14A Filed April 29, 2011 Response dated October 4, 2011
  File No. 000-20570

Dear Mr. Blatt:
 We have reviewed your letter dated Oct ober 4, 2011 in response to our comment
letter dated September 7, 2011 and have the follo wing comment.  In some of our comments,
we may ask you to provide us with informati on so we may better understand your disclosure.
  Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.  Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 19

 2010 Bonuses, page 21

1. We note your response to comments 4 and 6 in our letter dated September 7, 2011.
Please disclose the following:

 Disclose the actual EBITA and share pri ce performance measures achieved and
explain how those performance measures grew by at least 5%.
 Describe how EBITA was cal culated, whether this measure was adjusted and, if
so, explain how the adjustments were calculated.

Mr. Gregory R. Blatt IAC/InterActiveCorp November 7, 2011 Page 2

  For each
 named executive officer, describe in greater detail the specific individual
contributions and contextualize those ach ievements for purposes of demonstrating
how they resulted in specific compensa tion decisions. We note your reference to
Exhibit B of your response letter; however,  this exhibit was not submitted as part
of your correspondence.
 Please also confirm that you will include the information in the first two paragraphs
of your response letter in future filings .  Please see Item 402(b)(1)(v), Item
402(b)(2)(vi), (vii) and (ix), and Instructi on 5 to Item 402(b) of Regulation S-K.

Please contact Angie Kim, Staff Attorn ey, at (202) 551-3535, Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me at  (202) 551-3720 with any other questions.

Sincerely,
   /s/ Brigitte Lippmann    for

Mara L. Ransom Assistant Director
 cc: Gregg Winiarski, General Counsel

CORRESP
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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

October 4, 2011

Ms. Mara L. Ransom

Legal Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             IAC/InterActiveCorp

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 1, 2011

Definitive Proxy Statement on Schedule 14A

Filed April 29, 2011

File No. 000-20570

Dear Ms. Ransom:

This letter includes the responses of IAC/InterActiveCorp (the “Company” or “IAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) regarding those filings of the Company referenced above, which were delivered to IAC in a comment letter dated September 7, 2011.  For your convenience, we have included in this letter the text of the Staff’s comments followed by the responses of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2010

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

Financial Position, Liquidity and Capital Resources, page 42

1.              Please discuss your external sources of liquidity.  See Item 303(a)(1) of Regulation S-K.

RESPONSE:  In response to the Staff’s comment, the Company will discuss its external sources of liquidity in our future Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings, beginning with the Form 10-Q for the quarter ended September 30, 2011.  The proposed disclosure, to be updated in future filings as appropriate, is as follows:

Proposed Disclosure

The Company’s principal sources of liquidity are its cash and cash equivalents and marketable securities, as well as its cash flows generated from operations.  The Company currently does not have in place any formal arrangements that would provide it with external sources of financing such as a revolving credit or other similar facility. The Company has two tranches of warrants outstanding; both with expiration dates of May 7, 2012. The first tranche consists of warrants to acquire 13.7 million shares of IAC common stock at a strike price of $26.87 per share and the second tranche consists of warrants to acquire 4.5 million shares of IAC common stock at a strike price of $31.75 per share. The Company’s common stock price at [DATE], 2011 was $[XX.XX].  Assuming all the warrants were exercised on May 7, 2012, the total proceeds that the Company would receive would be $369.4 million for the first tranche and $144.4 million for the second tranche.

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 2011 capital expenditures will be slightly less than 2010.  At [DATE], 2011, IAC had approximately [XXX] 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. The Company believes its existing cash, cash equivalents and marketable securities, together with its expected positive cash flows generated from operations in 2011 will be sufficient to fund its normal operating requirements, including capital expenditures, share repurchases, 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 debt or equity financing to provide for greater financial flexibility. Additional financing may not be available at all or on terms favorable to us.

2.              Please revise your analysis of operating cash flows to provide a more detailed explanation of the offsetting factors that contributed to the net change in cash flows. In addition, we note that your discussion of cash flows from investing and financing activities is essentially a recitation of the reconciling items identified on the face of the statement of cash flows.  This does not appear to contribute substantively to an understanding of your cash flows.  Rather, it repeats items that are readily determinable from the financial statements.  When preparing the discussion and analysis of cash flows, you should address material changes in the underlying drivers that affect these cash flows.  These disclosures should also include a discussion of the underlying reasons for changes that affect cash flows.  Please revise to disclose the underlying reasons for material changes to better explain the

2

variability in your cash flows.  See Section IV.B.1 of Release No. 33-8350 (December 19, 2003).

RESPONSE:  We have noted the Staff’s comment.  With respect to our discussion of cash flows from investing and financing activities, we believe our current discussion is not a recitation of reconciling items identified on the face of the statement of cash flows but rather a description of the sources and uses of cash related to our investing and financing activities that are reported on the face of our statement of cash flows.  However, the Company will revise its discussion of cash flows in our future Annual Report on Form 10-K and Quarterly Report on Form 10-Q filings, beginning with our Form 10-Q for the quarter ended September 30, 2011.  Specifically, we will revise our discussion and analysis of cash flows from operating activities to provide a more detailed explanation of the factors that contributed to the net change in cash flows.  In addition, we will address any material changes in the underlying drivers that affect cash flows and disclose the underlying reasons for any material changes to better explain the variability in our cash flows.  The proposed disclosure, prepared for our 2010 Form 10-K, which will be updated in future filings as appropriate, is set forth on Exhibit A hereto.  Given the substantial changes, the section is not marked to show changes from what was in our Form 10-K.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 19

3.              Please discuss your Chairman’s and CEO’s role in the compensation-setting process and clearly state who made the compensation decisions you refer to throughout your CD&A.  We note that your disclosure on page 20 that Mr. Diller and Mr. Blatt met with the Committee to discuss annual bonuses and year-end equity awards; however, it is not clear what input they provided.  Disclose whether Mr. Diller or Mr. Blatt made recommendations regarding elements of compensation and discuss the extent to which the Committee determined to pay or award compensation other than as recommended.  See Item 402(b)(2)(xv) of Regulation S-K.

RESPONSE:  In response to the Staff’s comment, the Company will revise the disclosure referred to above in future filings, such disclosure to include a discussion of the roles of our Chairman and CEO in the compensation-setting process, a clear statement of who made the compensation decisions we refer to throughout our CD&A, whether Mr. Diller or Mr. Blatt made recommendations regarding elements of compensation and the extent to which the Committee determined to pay or award compensation other than as recommended.  The proposed disclosure is set forth below (and will be appropriately modified in future filings to reflect actual circumstances), with additions appearing in bold italics and deletions appearing in brackets:

3

Proposed Disclosure:

Roles and Responsibilities

The Compensation and Human Resources Committee of the Company’s Board of Directors (for purposes of this Compensation Discussion and Analysis, the “Committee”) has primary responsibility for establishing the compensation of the Company’s executive officers.  All compensation decisions referred to throughout this Compensation Disclosure and Analysis section have been made by the Committee, based, in part, on recommendations from Mr. Diller and Mr. Blatt as described below. The Committee currently consists of Messrs. Martinez, Keough and Rosenblatt.

The executive officers participate in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. Historically, at year-end, Mr. Diller would meet with the Committee and discuss his views of corporate and individual executive officer performance for the prior year and his recommendations for appropriate compensation packages for the individual executive officers (other than himself). As a result of the senior management changes at the Company that took place in December 2010, this process for the 2010 year end involved Mr. Diller and Mr. Blatt meeting with the Committee separately, with Mr. Diller making recommendations regarding [to discuss] annual bonuses for each executive officer, other than himself, and Mr. Blatt making recommendations regarding year-end equity awards for each executive officer other than for Mr. Diller and himself[, respectively]. Following these discussions, the Committee met in executive sessions to discuss the recommendations. Following these discussions, the Committee met in executive sessions to discuss the recommendations.  After consideration of the recommendations and, in the case of cash bonuses, making an appropriate adjustment thereto after the Committee’s evaluation of the factors described below under “2010 Bonuses”, the Committee [and to] ultimately determined the compensation packages for each executive officer.

2010 Bonuses, page 21

4.              We note your disclosure that both the EBITA and share price growth performance targets were met, and the Committee then exercised its right to reduce target bonus amounts.  Please disclose the following:

·                  Disclose the maximum bonus award payable to each named executive officer.

·                  Disclose the actual EBITA and share price performance measures achieved and explain how those performance measures grew by at least 5%.

·                  Describe how EBITA was calculated, whether this measure was adjusted and, if so, explain how the measurements were calculated.

4

·                  Describe the factors the Committee considered in reducing the bonus amounts and explain how these amounts were determined for each of the named executive officers.

See Item 402(b)(1)(v), Item 402(b)(2)(vi) and (ix), and Instruction 5 of Item 402(b) of Regulation S-K.

RESPONSE:  In response to the Staff’s comments, the Company notes that, subject to the attainment of performance goals that are set solely for purposes of ensuring the tax deductibility of compensation, the payment of annual bonuses is at the sole discretion of the Compensation and Human Resources Committee (the “Committee”).  As stated in our 2011 Proxy Statement, the establishment of performance goals and maximum bonus amounts is undertaken solely to meet the requirements of Section 162(m) of the Internal Revenue Code, which relates to the deductibility of certain executive compensation.  Satisfaction of one or more of the performance goals established by the Committee allows for the payment of bonuses that will be deductible by the Company for federal income tax purposes, should any bonuses be awarded to the Company’s named executive officers.  Satisfaction of the applicable performance goals does not obligate the Committee to approve any specific bonus amount for any executive officer and while satisfaction of the performance goals established for 162(m) purposes is a condition to payment of annual bonuses, if the pre-condition to payment is satisfied, the Committee considers a range of factors in determining the bonus amount for any executive.

The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year, and such factors are identified in our annual proxy statements, including the 2011 Proxy Statement.  While the Company has provided information on its performance measures in the past, the Company does not believe that either these performance measures or the requested disclosures in the first three bullets above are material elements of the Company’s executive compensation policies or decisions.  The information regarding performance goals provided in the 2011 Proxy Statement demonstrates the Company’s satisfaction of the requirements for performance-based compensation under Section 162(m) of the Code.  The specific discussion of the actual factors considered in setting bonus amounts is, we believe, the meaningful disclosure relating to bonus awards and the determination thereof.  With this background, the Company hereby responds to the Staff’s comments in more detail:

With respect to the Staff’s comment in the first bullet above, the Company notes that it has not previously disclosed the maximum bonus amount set for each executive given the rationale behind the establishment of the maximum bonus amounts, i.e., the amount has historically been established purely as a tax compliance matter.  While the maximum amount is an absolute limit, the amount is well in excess of any likely bonus payment and the Company believes that disclosing this number would place undue importance on a bonus number that does not reflect a likely outcome and would distract stockholders from the actual factors considered by the Committee and actual bonuses paid.

5

With respect to the Staff’s comments in the second and third bullets above, the Company acknowledges that these measures have been disclosed in its Proxy Statements since 2008 in response to a specific comment from the Staff.  Notwithstanding this historical disclosure, the Company believes that to provide additional disclosure regarding measures that do not currently constitute material elements of the Company’s compensation policies would distract investors from focusing their attention on the actual factors considered in setting bonus amounts (as disclosed above), which the Company believes is more meaningful disclosure relating to bonus awards and the determination thereof.

With respect to the Staff’s comments set forth in the last bullet above, the Company refers to the disclosure on page 21 of the 2011 Proxy Statement under the heading “2010 Bonuses” which describes the primary factors considered in setting actual bonus amounts.  The Proxy Statement also provides that in considering these factors, there is no formulaic calculation followed and no specific weight given to any specific factor.  As a result, other than adding disclosure regarding individual performance to respond to the Staff’s comment number 6 below and set forth on Exhibit B hereto, the Company respectfully submits that no additional disclosure is warranted in this instance.

5.              Please explain why you believe your annual bonus should be reported in the bonus column of the summary compensation table and not in a non-equity incentive plan compensation column.  See Item 402(a)(6)(iii) of Regulation S-K and Question 119.02 in the Compliance and Disclosure Interpretations relating to Regulation S-K, located at our website.

RESPONSE:  The Staff’s comment is noted, and the Company has once again reviewed the material cited above.  While Question 119.02 states that amounts earned under a non-equity incentive plan that permits the exercise of negative discretion in determining bonus amounts generally would be reportable in the Non-equity Incentive Plan Compensation column, the Company believes that where the performance targets are not the same factors that are considered in setting actual bonus amounts, but rather mechanisms to ensure the tax deductibil

CORRESP
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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

September 9, 2011

Ms. Mara L. Ransom

Legal Branch Chief

U.S. Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             IAC/InterActiveCorp Annual Report on Form 10-K for the Fiscal
 Year Ended December 31, 2010 Filed March 1, 2011 and Definitive Proxy Statement on Schedule 14A Filed on April 29, 2011
 (File No. 0-20570)

Dear Ms. Ransom:

Reference is made to the comments of the staff of the Division of Corporation Finance (the “Staff”) regarding those filings of IAC/InterActiveCorp (“IAC”) referenced above, which were delivered in a comment letter dated September 7, 2011 (the “Comment Letter”).  As discussed with Ms. Angie Kim of your office, IAC will provide a response to the comments of the Staff set forth in the Comment Letter by no later than Tuesday, October 4, 2011.  Please do not hesitate to contact me at (212) 314-7230 should you have any questions.

Sincerely,

/s/   Joanne Hawkins

Joanne   Hawkins

Senior   Vice President and

Deputy   General Counsel

September 7, 2011
 Via E-mail

Gregory R. Blatt Chief Executive Officer IAC/InterActiveCorp 555 West 18th Street  New York, NY 10011
Re: IAC/InterActiveCorp
Form 10-K for Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Definitive Proxy Statement on Schedule 14A Filed April 29, 2011
  File No. 000-20570

Dear Mr. Blatt:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
  Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Item 7.    Management's Discussion and Anal ysis of Financial Condition and Results of
Operations , page 26
 Financial Position, Liquidity a nd Capital Resources, page 42

1. Please discuss your external sources of liqui dity.  See Item 303(a )(1) of Regulation S-
K.

2. Please revise your analysis of operating cash flows to provide a more detailed
explanation of the offsetting f actors that contributed to the net change in cash flows.
In addition, we note that your discussion of  cash flows from investing and financing
activities is essentially a recitation of th e reconciling items iden tified on the face of

Mr. Gregory R. Blatt IAC/InterActiveCorp September 7, 2011 Page 2

 the statement of cash flows.  This does not appear to contribute substantively to an
understanding of your cash flows.  Rather , it repeats items that are readily
determinable from the financial statemen ts.  When preparing the discussion and
analysis of cash flows, you should address material changes in the underlying drivers
that affect these cash flows.  These disclo sures should also include  a discussion of the
underlying reasons for changes that affect cas h flows.  Please revise to disclose the
underlying reasons for material changes to be tter explain the variab ility in your cash
flows.  See Section IV.B.1 of Release No. 33-8350 (December 19, 2003).

Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 19

3. Please discuss your Chairman’s and CEO’s role in the compensation-setting process
and clearly state who made the compensa tion decisions you refer to throughout your
CD&A.  We note your disclosure on page 20 that Mr. Diller and Mr. Blatt met with
the Committee to discuss annual bonuses and year-end equity awards; however, it is
not clear what input they provided. Disclose  whether Mr. Diller or Mr. Blatt made
recommendations regarding elements of compensation and discuss the extent to
which the Committee determined to pay or award compensation other than as
recommended. See Item 402(b)(2 )(xv) of Regulation S-K.
 2010 Bonuses, page 21

4. We note your disclosure that both the EB ITA and share price growth performance
targets were met, and the Committee then exercised its right to reduce target bonus
amounts.  Please disclose the following:
 Disclose the maximum bonus  award payable to each named executive officer.
 Disclose the actual EBITA and share pr ice performance measures achieved
and explain how those performance measures grew by at least 5%.
 Describe how EBITA was cal culated, whether this measure was adjusted and,
if so, explain how the adju stments were calculated.
 Describe the factors th e Committee considered in  reducing the bonus amounts
and explain how these amounts were determined for each of the named executive officers.

See Item 402(b)(1)(v), Item 402(b)(2)(vi) and (ix), and Instruction 5 to Item 402(b) of
Regulation S-K.

5. Please explain why you believe your annual bonus should be reported in the bonus
column of the summary compensation table and not in a non-equity incentive plan
compensation column.  See Item 402(a)(6 )(iii) of Regulati on S-K and Question
119.02 in the Compliance and Disc losure Interpretations re lating to Regulation S-K,
located at our website.

Mr. Gregory R. Blatt IAC/InterActiveCorp September 7, 2011 Page 3

 6. We note your disclosure that individual performance is analyzed to determine the
annual bonuses.  Please disclose how indi vidual roles factored into the annual
bonuses for each named executive officer.  See Item 402(b)(2)(vii) of Regulation S-K.
 Security Ownership of Certain Benefi cial Owners and Management, page 42

7. We note your response dated July 24, 2009 to  comment 8 in our letter dated July 7,
2009 that you will “disclose th e total number of outstand ing shares of common stock
and Class B common stock on which the ownership percentages in the table are determined…in future filings.”  Please disc lose the total number of outstanding shares
of common stock and Class B common stock on which the ownership percentages in
the table were determined.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that th e filings includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please contact Angie Kim, Staff Attorn ey, at (202) 551-3535, Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me at  (202) 551-3720 with any other questions.

Sincerely,
   /s/ Brigitte Lippmann    for
Mara L. Ransom Legal Branch Chief
 cc: Gregg Winiarski, General Counsel

Mail Stop 3561         August 5, 2009  By Facsimile and U.S. Mail

 Mr. Barry Diller  Chairman of the Board and Chief Executive Officer  IAC/InteractiveCorp 555 West 18
th Street
New York, New York  10011

Re: IAC/InteractiveCorp
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Definitive Proxy Statement on Schedule 14A Filed April 30, 2009 File No. 000-20570

Dear Mr. Diller:
  We have completed our review of your Annual Report on Form 10-K for the
fiscal year ended December 31, 2008 and relate d filing and have no further comments at
this time.           S i n c e r e l y ,            M a r a  R a n s o m
Legal Branch Chief

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IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

July 24, 2009

Mr. H. Christopher Owings
 Assistant Director

U.S. Securities and Exchange Commission
 Division of Corporation Finance

100
F Street, N.E.
 Washington, D.C. 20549

  Re:

  IAC/InterActiveCorp Annual Report on
  Form 10-K for the Fiscal Year Ended December 31, 2008 Filed
  March 2, 2009 and Definitive Proxy Statement on Schedule 14A Filed
  on April 30, 2009

  (File No. 000-20570)

Dear Mr. Owings:

This
letter includes the responses of IAC/InterActiveCorp (the “Company” or “IAC”)
to the comments of the staff of the Division of Corporation Finance (the “Staff”)
regarding those filings of the Company referenced above, which were delivered
to IAC in a comment letter dated July 7, 2009.  For your convenience, we have included in
this letter the text of the Staff’s comments followed by the responses of the
Company.  Unless otherwise indicated below, IAC will comply with the Staff’s
comments in future filings, as applicable, by including the proposed revisions described herein in such filings.

Annual
Report on Form 10-K

Item
1.  Business, page 1

1.         You state on page 16 that
you consider your “intellectual property rights, including patents, service
marks, trademarks and domain names, copyrights, trade secrets and similar
intellectual property, as critical” to your success.  Please disclose the importance of such
intellectual property with respect to each of your business segments, as well
as the duration and effect of all patents, trademarks and licenses.  Refer to Item 101(c)(1)(iv) of
Regulation S-K.

In
response to the Staff’s comment, the Company will expand the risk factor disclosure
that appears on pages 16 and 17 of its annual report on Form 10-K for
the fiscal year ended December 31, 2008 in future filings to include a
discussion of the importance of certain intellectual property with respect to
each of its principal reporting segments.
The proposed revised risk factor disclosure, with additions appearing in
all bold and italics and deletions appearing in brackets, is as follows:

We may fail to adequately protect
our intellectual property rights or may be accused of infringing intellectual
property rights of third parties.

We regard our intellectual property rights, including [patents, service
marks, trademarks and domain names, copyrights, trade secrets] trademarks and domain names, trade secrets,
patents, copyrights and other similar
intellectual property, as critical to our success.  [We also rely heavily upon software codes,
informational databases and other components that make up our various products
and services.]

For example, the businesses within our principal
reporting segments, our Media & Advertising, Match and ServiceMagic
reporting segments, rely heavily upon their principal trademarks (primarily
Ask.com, FunWebProducts, Match.com, ServiceMagic.com and related domain names
and logos), through which they market their services and strive to build and
maintain brand loyalty and recognition.
So long as these businesses continue to use these trademarks to identify
their products and services and renew related trademark registrations upon
their expiration, they will continue to have related trademark protections
indefinitely under current trademark laws, rules and regulations.

The businesses within our Media &
Advertising segment also rely heavily upon trade secrets, primarily search
algorithms through which organic search results are generated.  To a lesser extent, these businesses also
rely upon patented and patent-pending proprietary technologies and processes,
primarily those relating to search-related products and services, with
expiration dates for patented technologies ranging from [YEAR] to [YEAR], and
copyrighted material, primarily emoticons, characters and other content that is
incorporated into, and used in connection with the marketing of, downloadable
toolbars generally.

Our Match segment also relies upon patent-pending
proprietary technologies relating to matching process systems and related
features, products and services.  Our
ServiceMagic segment also relies heavily upon trade secrets, primarily the
matching algorithm through which members of its network of home service
professionals are matched with consumers, as well as related patented
proprietary technologies with expiration dates ranging from [YEAR] to
[YEAR].

We rely on a combination of laws and contractual restrictions with
employees, customers, suppliers, affiliates and others to establish and protect
[these] our various proprietary
rights.  For
example,  we have generally
registered and continue to apply to register and renew, or secure by contract
when appropriate, trademarks and service marks as they are developed and used,
and reserve, register and renew domain names as we deem appropriate.  Effective trademark protection may not be
available or may not be sought in every country in which products and services
are made available and contractual disputes may affect the use of marks
governed by private contract.  Similarly,
not every variation of a domain name may be available or be registered, even if
available.

2

We  also
generally seek to apply for patents or for other similar statutory protections
as and if we deem appropriate, based on then current
facts and circumstances, and will continue to do so  in the future.  No assurances can be given
that any patent application we have filed will result in a patent being issued,
or that any existing or future patents will afford adequate protection against competitors
with similar technology.  In addition, no
assurances can be given that third parties will not create new products or
methods that achieve similar result without infringing upon patents owned by
us.

Despite these precautions, our intellectual property
rights may still not be protected in a meaningful manner, challenges to
contractual rights could arise or third parties could [it may be
possible for a third party to] copy or otherwise obtain and use our [trade
secrets or copyrighted] intellectual property without authorization [which, if
discovered, might require legal action to correct].  The occurrence of any of
these events could result in the erosion of our brand names and limitations on
our ability to control marketing on or through the internet using our various
domains, as well as impact our ability to effectively compete against
competitors with similar technologies, any of which could adversely affect our
business, financial condition and results of operations.  [In addition, no assurances
can be given that third parties will not independently and lawfully develop
substantially similar intellectual properties.]

[We have generally registered and continue to apply to register, or
secure by contract when appropriate, trademarks and service marks as they are
developed and used, and reserve and register domain names as we deem
appropriate.  While we vigorously protect
our trademarks, service marks and domain names, effective trademark protection
may not be available or may not be sought in every country in which products
and services are made available, and contractual disputes may affect the use of
marks governed by private contract.
Similarly, not every variation of a domain name may be available or be registered,
even if available.  Our failure to
protect our intellectual property rights in a meaningful manner or challenges
to related contractual rights could result in erosion of our brand names and
limit our ability to control marketing on or through the internet using our
various domain names, which could adversely affect our business, financial
condition and results of operations.]

[Some of our businesses have been granted patents and/or have patent
applications pending with the United States Patent and Trademark Office and/or
various foreign patent authorities for various proprietary technologies and
other inventions.  We generally seek to
apply for patents or for other appropriate statutory protection when we develop
valuable new or improved proprietary technologies or inventions are identified
and will continue to consider the appropriateness of filing for patents to
protect future proprietary technologies and inventions as circumstances may
warrant.  The status of any patent
involves complex legal and factual questions, and the breadth of claims allowed
is uncertain.  Accordingly, no assurances
can be given that any patent application we have filed will result in a patent
being issued, or that any existing or future patents will afford adequate protection
against competitors with similar

3

technology.  In addition, no
assurances can be given that third parties will not create new products or
methods that achieve similar result without infringing upon patents owned by
us.]

From
time to time, we have been subject to legal proceedings and claims in the
ordinary course of business, including claims of alleged infringement and misuse of the [trademarks,
copyrights, patents and other] intellectual property rights of third
parties.  In addition, litigation may be
necessary in the future to enforce our intellectual property rights, protect
our trade secrets or to determine the validity and scope of proprietary rights
claimed by others.  Any litigation of
this nature, regardless of outcome or merit, could result in substantial costs
and diversion of management and technical resources, any of which could
adversely affect our business, financial condition and results of
operations.  Patent litigation tends to
be particularly protracted and expensive.

Item
1A.  Risk Factors, page 10

2.         Please include a risk factor
describing the risks to investors associated with being a controlled company.

In
response to the Staff’s comment, the Company will expand the risk factor disclosure
that appears on page 10 of its annual report on Form 10-K for the
fiscal year ended December 31, 2008 (which contains disclosure regarding
risks to investors associated with IAC being a controlled company) in future
filings to include a discussion of the risks to investors associated with the
Company’s reliance on exemptions for controlled companies from certain Nasdaq
corporate governance requirements.  The
proposed revised risk factor disclosure, with additions appearing in all bold
and italics, is as follows:

Mr. Diller currently
controls IAC.  If Mr. Diller ceases
to control IAC, Liberty Media Corporation may effectively control IAC.

Subject to the terms of an amended and restated stockholders agreement
between Mr. Diller and Liberty, Mr. Diller has an irrevocable proxy
to vote shares of IAC common stock and IAC Class B common stock held by
Liberty.  Accordingly, Mr. Diller
effectively controls the outcome of all matters submitted to a vote or for the
consent of IAC stockholders (other than with respect to the election by the holders
of IAC common stock of 25% of the members of IAC’s Board of Directors and
matters as to which Delaware law requires a separate class vote). Upon Mr. Diller’s
permanent departure from IAC, the irrevocable proxy terminates and, depending
upon the capitalization of IAC at such time, Liberty may effectively control
the voting power of the capital stock of IAC through its ownership of IAC
common stock and IAC Class B common stock.

4

In addition, under an amended and restated governance agreement among
IAC, Liberty and Mr. Diller, each of Mr. Diller and Liberty generally
has the right to consent to limited matters in the event that IAC’s ratio of
total debt to EBITDA (as defined in the governance agreement) equals or exceeds
4:1 over a continuous 12-month period.
While neither of Mr. Diller nor Liberty may currently exercise this
right, no assurances can be given that this right will not be triggered in the
future, and if so, that Mr. Diller and Liberty will consent to any of the
limited matters at such time, in which case IAC would not be able to engage in
transactions or take actions covered by this consent right.

As
a result of Mr. Diller’s ownership interests and voting power, and Liberty’s
ownership interests and voting power upon Mr. Diller’s permanent departure
from IAC, Mr. Diller is currently, and in the future Liberty may be, in a
position to control or influence significant corporate actions, including
without limitation, corporate transactions such as mergers, business
combinations or dispositions of assets and determinations with respect to IAC’s
significant business direction and policies.
This concentrated control could discourage others from initiating any
potential merger, takeover or other change of control transaction that may
otherwise be beneficial to IAC, which could adversely affect the market price
of IAC securities.

Furthermore, given this concentrated control, IAC
falls within the definition of a “Controlled Company” for purposes of the
Marketplace Rules of The Nasdaq Stock Market (the “Marketplace Rules”).  As a Controlled Company, IAC is permitted,
and has elected, to opt out of certain corporate governance requirements in the
Marketplace Rules applicable to non-controlled companies, specifically,
those that would otherwise require (i) IAC’s board of directors to have a
majority of “independent” directors (within the meaning of the Marketplace
Rules) and (ii) nominations to IAC’s board of directors to be selected, or
recommended for selection, either by a nominating committee comprised entirely
of independent directors or by a majority of independent directors.  Accordingly, our stockholders may not have
the same protections afforded to stockholders of companies that are subject to
all of the corporate governance requirements of the Marketplace Rules.

Item 2.
Properties, page 18

3.         Please confirm that you have not
described the location and general character of each of your properties because
you have determined that such properties are not “materially important physical
properties” for you or your subsidiaries, or revise.  Refer to Item 102 of Regulation S-K.

The
Company confirms that it has not described the location and general character
of each of its properties  in historical
filings because it had determined that such properties were not “materially
important physical properties” for IAC and its subsidiaries.  The Company will
continue to evaluate whether any of its properties is a materially important
physical property for IAC and its subsidiaries in light of then current facts
and circumstances and if so, disclose the location and general character of
such properties in future filings.

5

Financial
Position, Liquidity and Capital Resources, page 39

4.         Item 303(a)(1) and (2) of
Regulation S-K states that you should discuss known trends or any known
demands, commitments, events or uncertainties that will result in or that are
reasonably likely to impact your liquidity in any material way as well as any
material changes in the mix or relative cost of your capital resources.  Given recent trends and conditions in the
retail environment, please expand your disclosure to address the current and potential
future impact of these trends and conditions on your liquidity and capital
resources, giving particular consideration to the fact that your primary source
of liquidity is cash flows from operations.

The
Company has noted the Staff’s comments.
We respectfully submit that, following the spin-off of HSN, Inc. in
August 2008, the Company’s retail operating businesses are no longer
significant to IAC and its subsidiaries.
For example, retailing businesses that remained with IAC following the
spin-off of HSN, Inc. represented approximately 7% and 4% of IAC’s
consolidated revenues and Operating Income Before Amortization, respectively,
in 2008, and we expect comparable levels of contribution to consolidated
revenues and Operating Income Before Amortization in 2009.  In addition, the Company does not

Mail Stop 3561         July 7, 2009  By Facsimile and U.S. Mail

 Mr. Barry Diller  Chairman of the Board and Chief Executive Officer  IAC/InteractiveCorp 555 West 18
th Street
New York, New York  10011

Re: IAC/InteractiveCorp
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 2, 2009 Definitive Proxy Statement on Schedule 14A Filed April 30, 2009 File No. 000-20570

Dear Mr. Diller:
 We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in  sufficient detail how you intend to comply by
providing us with your proposed revisions.  If you disagree with any of these comments,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your explanation.  Please understand
that after our review of all of your responses, we may raise additional comments.
  Please also understand that th e purpose of our review pr ocess is to assist you in
your compliance with the applicable disclosu re requirements and to enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Annual Report on Form 10-K

Item 1. Business, page 1

1. You state on page 16 that you consider  your “intellectual property rights,
including patents, service marks, trademar ks and domain names, copyrights, trade
secrets and similar intellectual property, as critical” to your success.  Please

Mr. Barry Diller
IAC/InteractiveCorp July 7, 2009 Page 2
disclose the importance of such intellectua l property with resp ect to each of your
business segments, as well as the duration and effect of all patents, trademarks
and licenses.  Refer to Item 101(c)(1)(iv) of Regulation S-K.

Item 1A. Risk Factors, page 10

2. Please include a risk factor describing th e risks to investors associated with being
a controlled company.
 Item 2. Properties, page 18

3. Please confirm that you have not describe d the location and general character of
each of your properties because you have de termined that such properties are not
“materially important physical  properties” for you or your subsidiaries, or revise.
Refer to Item 102 of Regulation S-K.

Financial Position, Liquidity a nd Capital Resources , page 39
4. Item 303(a)(1) and (2) of Regulation S- K states that you should discuss known
trends or any known demands, commitments,  events or uncertainties that will
result in or that are reasonably likely to  impact your liquidity in any material way
as well as any material changes in th e mix or relative cost of your capital
resources.  Given recent trends and condi tions in the retail environment, please
expand your disclosure to addr ess the current and potential  future impact of these
trends and conditions on your liquidity and capital resources, giving particular
consideration to the fact that your primar y source of liquidity is cash flows from
operations.

Exhibits

5. Please file the following related party agr eements as exhibits to your Form 10-K:
(i) the 2001 agreement between you and Mr. Diller with respect to the
construction of a screening room on Mr. Diller’s property, (i i) the agreement
pursuant to which Interval made payments to Arise Virtual Solutions for call center services, and (iii) the agreement pur suant to which HSN made payments to
Warner Music Group for music products .  In addition, please incorporate by
reference to your Form 10-K the agre ements between you and Liberty Media
Corporation filed as Exhibit 10.1 to y our Form 8-K filed January 15, 2008 and
Exhibit 10.1 to your Form 8-K filed May 16, 2008.

Mr. Barry Diller
IAC/InteractiveCorp July 7, 2009 Page 3  Definitive Proxy Statement on Schedule 14A

 Proposal 1 – Election of  Directors, page 5

Corporate Governance, page 7

6. You state that you are “rel ying on the exemption for Controlled Companies from
certain Nasdaq requirements.”  Please re vise your disclosure to identify the
corporate governance requirements from wh ich you are exempt as a result of your
status as a controlled company.  In add ition, please note that controlled companies
are not exempt from the corporate governance requirements regarding audit
committees; as such, your audit committee is  required to be composed of three
members, all of whom are i ndependent.  Please advise.

Compensation Discussion and Analysis, page 16

7. Please provide the disclosure required by Item 407(e)(4) of Regulation S-K.

Security Ownership of Certain Benefi cial Owners and Management, page 42

8. Please revise the table to disclose the percent of the class  owned by each
beneficial owner, as opposed to the per centage of votes for all classes owned by
each beneficial owner.  In addition, please disclose the total number of
outstanding shares of common stock a nd Class B common stock on which the
ownership percentages in the table are determined.
 Certain Relationships and Relate d Person Transactions, page 44

9. We note your disclosure that your manage ment is required to determine whether
any proposed transaction with a “related  person” (as defined in Item 404 of
Regulation S-K) falls within the definiti on of “transaction” (as defined in Item
404 of Regulation S-K) and, if so, to revi ew it with the audit committee.  Please
also discuss the bases on which your management and the audit committee
review, approve and ratify such transactions.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filings to be certain that  the filings includes all information required
under the Securities Exchange Act of 1934 and that they have provided all information

Mr. Barry Diller
IAC/InteractiveCorp July 7, 2009 Page 4  investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filings.
 Please contact Lilyanna L. Peyser, Atto rney Advisor, at ( 202) 551-3222 or me at
(202) 551-3725 with any other questions.
Sincerely,

H. Christopher Owings Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      July 14, 2008

Mr. Thomas J. McInerney Executive Vice President and Chief Financial Officer IAC/InterActiveCorp 555 West 18
th Street
New York, New York 10011
 Re: IAC/InterActiveCorp
  Form 10-K for Fiscal Ye ar Ended December 31, 2007
Filed February 29, 2008
Form 10-Q for Fiscal Quar ter Ended March 31, 2008
Filed May 7, 2008
  File No. 0-20570

Dear Mr. McInerney:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.          S i n c e r e l y ,             William Thompson
        B r a n c h  C h i e f

Mail Stop 3561          July 10, 2008   Barry Diller Chairman of the Board and Chief Executive Officer IAC/InterActiveCorp 555 West 18
th Street
New York, NY  10011
Re: IAC/InterActiveCorp
 Revised Preliminary Proxy Statement on Schedule 14A Filed July 7, 2008
  File No. 0-20570

Dear Mr. Diller:   We have completed our review of your pr eliminary proxy statement and have no further
comments at this time.

Sincerely,

H. Christopher Owings Assistant Director
   cc: Pamela Seymon  Wachtell, Lipton, Rosen & Katz

CORRESP
1
filename1.htm

IAC/INTERACTIVECORP

555 West 18th Street

New York, New York 10011

July 2,
2008

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
William Thompson

  RE:

  IAC/InterActiveCorp

  Form 10-K
  for Fiscal Year Ended December 31, 2007

  Filed
  February 29, 2008

  Form 10-Q
  for Fiscal Quarter Ended March 31, 2008

  Filed
  May 7, 2008

  File
  No. 0-20570

Ladies
and Gentlemen:

Set
forth below is the Staff’s comment conveyed in your comment letter dated June 19,
2008 pertaining to the filings listed above along with the Company’s response:

Form 10-K
for Fiscal Year Ended December 31, 2007

Note 2 —
Summary of Significant Accounting Policies, page 86

Revenue
Recognition, page 86

1.               We
reviewed your response to comment two in our letter dated May 15, 2008. In
accordance with the guidance in Rule 5-03(b)(7) of Regulation S-X,
please classify interest income as a component of non-operating income or
explain to us in further detail why it is appropriate to classify interest income
as revenue. Since such interest income is generated from the investment of
funds and does not result from transactions with customers, please clarify why
revenue classification is appropriate and why you believe this interest income
is substantively different from the interest income you classify within
non-operating income. Additionally, explain why you believe the segregation of
funds collected on behalf of customers impacts the classification of interest
income received on such funds. In your response, please provide us with the
amount of interest income included in revenue for all periods presented.

Response:

With
respect to Ticketmaster, IAC/InterActiveCorp (the “Company”) derives interest
income from two primary sources: its general cash and related investment
accounts; and its client cash and related investment accounts. The interest
income earned from

Ticketmaster’s
general cash and related investment accounts is classified as non-operating
income in accordance with Rule 5-03(b)(7) of Regulation S-X.  The interest income earned by Ticketmaster
with respect to client cash and related investment accounts is classified as
revenue. In forming its judgment regarding this classification, the Company concluded
such interest income is directly related to Ticketmaster’s central operations
(i.e., transactions with its customers and clients) and is therefore
appropriately classified as revenue. In making this determination the Company
has made reference to Staff Accounting Bulletin 104, Financial Accounting
Standards Board Statement of Financial Accounting Concepts No. 6 (“CON 6”),
“Elements of Financial Statements” and Rule 5-03(b)(1) of Regulation
S-X.

Ticketmaster’s
primary business activities (i.e., its ongoing major or central operations) are
providing its customers with the ability to conveniently purchase a ticket to
an event in advance at a location other than the client’s box office,
collecting gross sales proceeds from the customer, maintaining custody of these
funds, recordkeeping with respect thereto, and remittance of the client’s
portion of these funds to the applicable client. Interest on funds held for
clients is earned on the gross sales proceeds that are collected from customers
until the remittance of such funds to the client. The most significant
component of this client cash relates to the face value of tickets sold.
Ticketmaster acts as the client’s agent in collecting this cash and,
accordingly, the face value of sold tickets collected from the customer is not
presented by Ticketmaster as revenue.

From
an operational standpoint, Ticketmaster segregates client cash and maintains
detailed recordkeeping regarding its composition and the client remittance
terms. This allows Ticketmaster to ensure that the appropriate amount of funds
is remitted to the right client at the proper time.  This process also supports Ticketmaster’s
accounting processes, allowing Ticketmaster to analyze the client cash and to
distinctly record as revenue the interest income earned on it. Prior to
settlement with and remittance of funds to a client, Ticketmaster serves a
custodian function with respect to these funds. Following the remittance of the
face value of sold tickets and applicable royalties to the client, the
remaining cash is transferred to Ticketmaster’s general operating cash accounts
and any interest income subsequently earned by Ticketmaster is classified as
non-operating income.

The
economics of Ticketmaster’s arrangements with its clients are dependent in the
aggregate on the gross convenience charges and order processing fees charged to
its customers, the portion of such proceeds to be shared with clients in the
form of royalties and the interest income from the cash float that is retained
by Ticketmaster. Ticketmaster considers its ability to capture this interest
income as part of the profitability of its client agreements, affecting
business decisions regarding client contract pricing and terms, and as
compensation for collecting, safeguarding, accounting for, and remitting its
clients’ funds.  This client cash float
is a very visible dimension of Ticketmaster’s operating interactions with its
clients and the remuneration it receives.
The client cash float and the nature of Ticketmaster’s servicing
activities with respect to such funds are tightly integrated with, and are
critical components of Ticketmaster’s central operations. The source of the
client cash float and the resulting interest income earned from it is
correlated with, and is not incidental to, Ticketmaster’s operating cycle. This
determination is consistent with the classification of interest earned on its
client cash float as a component of Ticketmaster’s revenue.

2

In
considering the classification in its statement of operations of the interest
income earned on its clients’ cash float, Ticketmaster has concluded that the
essence of its role as a compensated intermediary between its customers and its
clients is analogous to the business model associated with a variety of service
providers. Other such publicly held non-financial service providers classify
interest income derived from operations as part of revenue. These include
payroll service providers such as Automatic Data Processing, Inc. and
Paychex, Inc. and business service providers such as Online Resources and
Checkfree Corporation. These types of businesses earn both transaction fees and
interest income from cash float that they collect in conjunction with their
core operating activities and, for these “fee and float” business models, the
presentation of both fee revenue and interest income earned on its cash float
as revenue is general practice.

In
making its determination regarding the classification of interest income on its
client cash as revenue, the Company has made reference to SAB 104 which states:

The
accounting literature on revenue recognition includes both broad conceptual
discussions as well as certain industry-specific guidance. If a transaction is
within the scope of specific authoritative literature that provides revenue
recognition guidance, that literature should be applied. However, in the
absence of authoritative literature addressing a specific arrangement or a
specific industry, the staff will consider the existing authoritative
accounting standards as well as the broad revenue recognition criteria
specified in the FASB’s conceptual framework that contain basic guidelines for
revenue recognition. — ¶1

Accordingly,
the Company has made reference to CON 6, in making its determination that the
classification of the interest income earned on its clients’ cash float as
revenue is appropriate. This literature provides the following guidance:

·                  “Revenues are inflows or other enhancements
of assets of an entity or settlements of its liabilities (or a combination of
both) from delivering or producing goods, rendering services, or other
activities that constitute the entity’s ongoing major or central operations.” —
¶78

·                  “Revenues represent actual or expected cash
inflows (or the equivalent) which have occurred or will occur as a result of
the entity’s ongoing major or central operations.…the transactions and events
from which revenues arise and the revenues themselves are in many forms and are
called by various names-for example, output, deliveries, sales, fees, interest,
dividends, royalties, and rent—depending on the kinds of operations involved...”
— ¶79

·                  “Revenues and expenses result from an entity’s
ongoing major or central operations and activities…” — ¶87

·                  “Distinctions between revenues and gains and
between expenses and losses in a particular entity depend to a significant
extent on the nature of the entity, its operations, and its other activities.
Items that are revenues for one kind of entity may be gains for another. “— ¶88

The
Company has concluded that interest income earned by investing Ticketmaster’s
client cash has occurred as a result of Ticketmaster’s ongoing major or central
operations and therefore is operating, rather than non-operating in nature.
Accordingly, it has classified this interest income as revenue in reference to
the accounting literature discussed above and Rule 5-03(b) (1) of
Regulation S-X.

3

The
amount of interest income included in revenue for the years ended December 31,
2007, 2006, and 2005 was $18.7 million, $15.3 million and $8.9 million,
respectively.  In future periodic filings
with the Commission, the Company will disclose the amount of interest income
included in revenue for each period presented.

*******

The Company acknowledges that:

·                  the Company is responsible for the adequacy
and accuracy of the disclosure in the filings;

·                  staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filings; and

·                  the Company may not assert staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

*******

Please
contact me at 212-314-7260 (fax: 212-632-9690) if you would like to discuss
these comments or responses.

  Sincerely,

  /s/
  Thomas J. McInerney

  Thomas
  J. McInerney

  Executive
  Vice President and

  Chief
  Financial Officer

  Copy
  to:

  Sarah
  Goldberg

  SECURITIES
  AND EXCHANGE COMMISSION

  Gregory
  R. Blatt

  Executive
  Vice President,

  General
  Counsel and Secretary

4

Mail Stop 3561          July 2, 2008   Barry Diller Chairman of the Board and Chief Executive Officer IAC/InterActiveCorp 555 West 18
th Street
New York, NY  10011
Re: IAC/InterActiveCorp
 Preliminary Proxy Statement on Schedule 14A Filed June 9, 2008
  File No. 0-20570

Dear Mr. Diller:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.
 Preliminary Proxy Statement

Questions and Answers About the 2008 Annual Meeting and Voting, page 1
“What are my voting choices when voting for director nominees …”, page 2

1. We note the disclosure that the election of the directors “requi res the affirmative vote of a
plurality of the total number of votes cast by the holder of shares of IAC capital stock
voting together as a single class .” (emphasis added)  Pl ease clarify here, through a
defined term or otherwise, that when you refe r to the IAC capital stock you are referring

Barry Diller
IAC/InterActiveCorp July 2, 2008
Page 2
to the common stock, the Class B common stock and the Series B preferred stock and that the Class B common stock is entitled to ten votes per share and that the Series B
preferred stock is entitled to two votes per share.
 Proposal 2 – Preferred Stoc k Merger Proposal, page 12

2. Please provide an estimate of the total merg er consideration to be paid (assuming no
exercise of dissenter’s rights).
 Material U.S. Federal Income Tax C onsequences of the Merger, page 19

3. Please clarify in the first paragraph that th e disclosure addresses the “material” tax
consequences of the merger.  Please make a similar revision on page 26 regarding the tax consequences of the proposed reverse stock split.
 Compensation Discussion and Analysis, page 34

Philosophy and Objectives, page 34

4. We note the disclosure in the first full pa ragraph on page 35 that the company believes
that “arithmetic approaches” to setting co mpensation are often inadequate.  Please
provide additional disclosure to explain how th at statement is consistent with the last
sentence in the second full paragraph on page  35 that “a significant percentage of overall
pay takes the form of objectively determin able, success-based, long-term compensation.”

5. In the first full paragraph on page 36, please disclose whether the committee used any
survey data in making compensation decisions for the year ended December 31, 2007.
 Compensation Elements, page 36

6. Please disclose the factors considered by the committee in determining that executive salaries should not be adjusted.

7. Please disclose the EBITA or share price grow th targets that were set during 2007 for the
purposes of determining annual bonuses.  To the extent you believe disclosure of these
goals is not required because it could result in competitive harm, provide us on a supplemental basis a detailed explanation for th is conclusion.  See instruction 4 to Item
402(b) of Regulation S-K.  If disclosure would cause competitive harm, please discuss further how difficult it will be for the named executive officer or how likely it will be for you to achieve the goals or other factors.

8. Under the sub-heading “Long-Term Incentives,” please disclose or give examples of the
“variety of factors” that determine the le vel of equity awards in a given year.

Barry Diller
IAC/InterActiveCorp July 2, 2008
Page 3
9. We note the disclosure on page 38 that Me ssrs. Kaufman, Lebda, McInerney and Blatt
each received restricted stock units based on “target” performance in 2007.  Please
disclose the goal or metric used to determine “target” performance.

*****

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
 ‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.     You may contact Blair Petrillo, Staff Attorn ey, at (202) 551-3550, Ellie Bavaria, Special
Counsel, at (202) 551-3238 or me at  (202) 551-3720 with any questions.
          S i n c e r e l y ,             H. Christopher Owings
Assistant Director

Barry Diller
IAC/InterActiveCorp July 2, 2008 Page 4

  cc: Pamela Seymon  Wachtell, Lipton, Rosen & Katz

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      June 19, 2008

Mr. Thomas J. McInerney Executive Vice President and Chief Financial Officer IAC/InterActiveCorp 555 West 18
th Street
New York, New York 10011
 Re: IAC/InterActiveCorp
  Form 10-K for Fiscal Ye ar Ended December 31, 2007
Filed February 29, 2008
Form 10-Q for Fiscal Quar ter Ended March 31, 2008
Filed May 7, 2008
  File No. 0-20570

Dear Mr. McInerney:
We have reviewed your response dated June 3, 2008 to our comment letter dated
May 15, 2008 and have the following additiona l comment.  Please provide a written
response to our comment.  Please be as deta iled as necessary in your explanation.  We
may ask you to provide us with information so that we may better understand your disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.  Form 10-K for Fiscal Year Ended December 31, 2007

Note 2 – Summary of Significan t Accounting Policies, page 86
Revenue Recognition, page 86
Ticketmaster, page 86
1. We reviewed your response to comment two in our letter dated May 15, 2008.  In
accordance with the guidance in Rule 5-03(b)(7) of Regulation S-X, please
classify interest income as a component of non-operating income or explain to us
in further detail why it is appropriate to cl assify interest income as revenue.  Since
such interest income is generated from the investment of funds and does not result
from transactions with customers, pleas e clarify why revenue classification is
appropriate and why you believe this intere st income is substantively different
from the interest income you classify within non-operating income.  Additionally,
explain why you believe the segregation of funds collected on be half of customers

Mr. Thomas J. McInerney
IAC/InterActiveCorp June 19, 2008 Page 2 of 2
impacts the classification of interest income received on such funds.  In your
response, please provide us with the am ount of interest income included in
revenue for all periods presented.

*    *    *    *

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a response letter that ke ys your response to
our comment and provides any requested info rmation.  Detailed response letters greatly
facilitate our review.  Please submit your response letter on EDGAR.  Please understand
that we may have additional comments after reviewing your responses to our comment.

You may contact Sarah Goldberg, Assist ant Chief Accountant, at (202) 551-3340
or, in her absence, Robyn Manuel at (202)  551-3823 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3344 with any other questions.           S i n c e r e l y ,
        William Thompson
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

IAC/INTERACTIVECORP

555 West 18th Street

New York, New York 10011

June 3,
2008

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
William Thompson

  RE:

  IAC/InterActiveCorp

  Form 10-K
  for Fiscal Year Ended December 31, 2007

  Filed
  February 29, 2008

  Form 10-Q
  for Fiscal Quarter Ended March 31, 2008

  Filed
  May 7, 2008

  File
  No. 0-20570

Ladies
and Gentlemen:

                Set forth below are the Staff’s
comments conveyed in your comment letter dated May 15, 2008 pertaining to
the filings listed above along with the Company’s responses:

Form 10-K
for Fiscal Year Ended December 31, 2007

Note 2 -
Summary of Significant Accounting Policies, page 86

Revenue
Recognition, page 86

Ticketmaster,
page 86

1.              Reference
is made to your disclosure on page 45 that ticketing royalties, which
represent your client’s share of convenience and order processing charges, are
recorded in cost of sales. With reference to the authoritative accounting
literature you relied upon, please explain to us why it is appropriate to
report revenue based on the gross amount of convenience and order processing
charges billed to customers rather than the net amount retained.

Response:

We
have noted the Staff’s comments. We make reference to Emerging Issues Task
Force Issue No. 99-19 “Reporting Revenue Gross as a Principal versus Net
as an Agent” (“EITF 99-19”) as the applicable authoritative accounting
literature that we relied upon in making the determination that the gross
amount of convenience and order processing (“C&P”) charges billed to
customers should be reported as revenue rather than the net amount retained
after paying any applicable royalties to a client. Set forth below are the
indicators of gross revenue and net revenue reporting identified in EITF 99-19
and the analysis of each considering Ticketmaster’s facts and circumstances in
making our

1

determination
that Ticketmaster’s presentation of C&P revenue on a gross rather than a
net basis is appropriate.

Indicators of Gross Revenue Reporting:

The company is the primary obligor in the
arrangement.

The
transaction or “arrangement” that gives rise to the C&P revenue is the
service that provides Ticketmaster’s customer (a general public consumer who is
purchasing tickets offered by Ticketmaster’s clients) with the ability to
conveniently purchase a ticket to an event in advance at a location other than
the client’s box office. Ticketmaster is the principal or primary obligor with
respect to this transaction. Ticketmaster enables this transaction through its
websites, call centers and retail sales outlets. Ticketmaster determines the
consumer experience aspects of its websites, call centers and retail sales
outlets. This includes, for example, establishing security policies to ensure
that its site is not subject to abusive purchasing practices and the
determination of the credit cards that will be accepted for purchase
transactions on its website and through its call centers. Importantly,
Ticketmaster, not its clients, provides customer service before, during and
after the sale with respect to tickets purchased by customers from
Ticketmaster.

The
customer service that Ticketmaster performs related to the ticketing
transaction is extensive. Prior to sale, Ticketmaster through its websites and
call centers provides potential purchasers with information regarding seat
availability, prices, and venue accessibility and ticket delivery methods.
After the sale, Ticketmaster serves as the primary contact with its customers
regarding lost tickets, postponements, cancellations or other circumstances
that might prevent a customer from attending an event. In such cases, among
others, Ticketmaster acts as the liaison between its client and its customer.
In the case of cancelled events, Ticketmaster’s customer communications would
include sending automated emails and phone messages to customers to notify them
of the cancellation. Ticketmaster then manages the customer refund process and
handles customer service inquires related to the cancellation. In a typical
month, Ticketmaster handles in excess of four million customer service
inquires.

We
believe that Ticketmaster’s principal or primary obligor status in the
transaction that gives rise to the C&P revenue is a strong indicator that
Ticketmaster should present revenue on a gross rather than a net basis.

The company has general inventory risk (before
customer order is placed or upon customer return).

Ticketmaster
does not take title to the tickets in any manner as a principal in the
ticketing transaction. While this fact is relevant to our determination that
the face value of tickets sold should not be, and is not, presented as revenue
on a gross basis, we do not consider this indicator to be relevant to the
analysis of the presentation of Ticketmaster’s C&P revenue.

The company has latitude in establishing price.

Ticketmaster
and its clients mutually agree to the pricing for its C&P revenue as part
of their contract negotiations. Each client contract is separately negotiated
and the related convenience and processing fees are determined on a
client-by-client basis. This process

2

provides
Ticketmaster with latitude in establishing price and is supportive of Ticketmaster’s
presentation of C&P revenue on a gross basis.

The company changes the product or performs part of
the service.

Importantly,
Ticketmaster, not its clients, provides the entirety of the service that gives
rise to the C&P revenue. Ticketmaster has made the significant investment
in technology, systems, personnel and infrastructure which enable consumers to
conveniently purchase tickets outside of the client’s box office. Ticketmaster
enables the ticket purchase transaction through its websites, call centers and
retail sales outlets and determines order verification and payment processing
related thereto. Ticketmaster determines the consumer experience aspects of its
websites, call centers and retail sales outlets. This includes, for example,
website configuration, establishing security policies to ensure that its
website is not subject to abusive purchasing practices and the determination of
the credit cards that it will accept for purchase transactions on its website
and through its call centers. Importantly, Ticketmaster, not its clients,
provides order taking, fulfillment services and customer service before, during
and after the sale and delivery of tickets purchased by customers from
Ticketmaster. We consider these factors to be strong indicators that
Ticketmaster should present revenue on a gross basis.

The company has discretion in its supplier
selection.

While
each ticketing transaction is unique with respect to the customer’s selection
of event, venue and time, Ticketmaster, not its clients, determines the
suppliers used to provide ticketing services to its customers. These suppliers
include, but are not limited to, credit card processors, ticket stock
providers, ticket delivery service providers, and telecommunications and data
center providers. We consider these factors to be supportive of the
presentation of C&P revenue on a gross basis by Ticketmaster.

The company is involved in the determination of the
product or service specifications.

Ticketmaster
enables the ticket purchase transaction through its websites, call centers and
retail sales outlets and determines order verification and payment processing
related thereto. Ticketmaster determines the consumer experience aspects of its
websites, call centers and retail sales outlets. This includes, for example,
website configuration, establishing security policies to ensure that its
website is not subject to abusive purchasing practices and the determination of
the credit cards that it will accept for purchase transactions on its website
and through its call centers. Importantly, Ticketmaster, not its clients,
provides order taking, fulfillment services and customer service before, during
and after the sale and delivery of tickets purchased by customers from
Ticketmaster. We consider these factors to be strong indicators that
Ticketmaster should present revenue on a gross basis

The company has physical loss inventory risk (after
customer order or during shipping).

If
tickets are lost in transit to the customer, Ticketmaster, generally, cancels
the barcodes for the original tickets and replacement tickets are issued with
new barcodes. If physical tickets are issued and lost in transit, Ticketmaster
issues physical replacement tickets. The replacement tickets are then sent to
the customer. In each case, the replacement tickets clearly indicate that they
are replacement tickets so that any disputes as to which are the

3

genuine
tickets are easily resolved. In certain limited circumstances, where physical
tickets have been printed and are in Ticketmaster’s possession, Ticketmaster
does bear the risk of physical loss. However, generally, neither Ticketmaster
nor its client bears the risk of physical loss in the transaction that gives
rise to C&P revenue. Accordingly, we do not consider this indicator to be
relevant to the analysis of the presentation of Ticketmaster’s C&P revenue
on a gross or net basis.

The company has credit risk.

Ticketmaster
has credit risk for the amount billed to customers for C&P charges and, in
certain circumstances, bears the credit risk associated with the face value of
tickets. Ticketmaster, not its clients, establishes fraud prevention measures
related to purchases of tickets via credit card. These include address verification
and credit card authorization procedures. In the case of fraudulent
transactions, Ticketmaster, not its clients, interacts and communicates with
the credit card issuer regarding fraudulent activity and chargebacks. If, for
example, the C&P amount charged by credit card is subsequently not
collectible, due to fraud or charge-backs, the loss is incurred by
Ticketmaster. In addition, Ticketmaster, generally, bears losses associated
with the face value of tickets incurred due to fraudulent activity. We consider
these factors to be supportive of the presentation of Ticketmaster’s C&P
revenue on a gross basis

Indicators of Net Revenue Reporting:

The
Company has also considered the indicators of net revenue reporting described
in EITF 99-19, noting none that are considered to be supportive of the
presentation of Ticketmaster’s C&P revenue on a net basis.

Summary

EITF
99-19 indicates that the determination of the presentation of revenue on a
gross or net basis is a matter of judgment. After referencing the indicators of
gross or net reporting included in EITF 99-19 and the facts and circumstances
relevant to Ticketmaster’s customer transactions, we have concluded that
Ticketmaster maintains a position as a principal in the transaction with its
customers that gives rise to C&P revenue. Accordingly, we determined that
the presentation of Ticketmaster’s C&P revenue on a gross basis rather than
the net amount retained, after paying any applicable royalties to a client, is
appropriate.

2.              We
understand that you earn interest on funds that are collected from ticket
purchasers by investing those funds until remittance to your applicable
clients. Please tell us in detail your basis in GAAP for classifying this
interest income as revenues.

Response:

We
make reference to Financial Accounting Standards Board Statement of Financial
Accounting Concepts No. 6 “Elements of Financial Statements” ¶ 79:

Revenues are inflows or other
enhancements of assets of an entity or settlements of its liabilities (or a
combination of both) from delivering or producing goods,

4

rendering services, or other
activities that constitute the entity’s ongoing major or central operations.

Integral
to the services that Ticketmaster provides on behalf of its clients is the
collection of the face amount of tickets sold, custodial services and
recordkeeping with respect to such proceeds and subsequent remittance to its
clients. Such funds are specifically segregated from Ticketmaster’s general operating
cash balances. In order to maximize its profitability, Ticketmaster invests
these funds upon receipt on its own behalf until remittance to the client is
required. Ticketmaster classifies the interest earned on these client funds as
revenue because these inflows arise directly from the collection, custody and
remittance of client funds and these functions are integral to Ticketmaster’s
ongoing central operations of providing services regarding sales of tickets
offered by Ticketmaster’s clients.

Note 14 - Equity Investments in Unconsolidated Affiliates, page 130

3.              Please
provide us your fiscal 2007 significance tests under Rule 3-09 of
Regulation S-X for Jupiter Shop Channel. Please ensure that any impairment
write-down or other activity related to this investment is included in your
significance computations and is clearly identified. If you believe separate
financial statements are required for this equity method investment, please
tell us when you plan to amend your Form 10-K to file such financial
statements.

Response:

We
have noted the Staff’s comments. Attached hereto, as Exhibit I, is our
significance tests under Rule 3-09 of Regulation S-X for Jupiter Shop
Channel for the year ended December 31, 2007. We believe that financial
statements are required for this equity method investment. We indicated this in
Exhibit 99.1 of Item 15 (a) (3) of our Filing on Form 10-K
for the year ended December 31, 2007. We expect to amend our Form 10-K
to file such financial statements on or about June 30, 2008.

Exhibits
31.1 and 31.2

4.              Please
be advised that the certifications required by Exchange Act Rules 13a-14(a) and
Rule 15d-14(a) must include language exactly as set forth in Item
601(b)(31)(i) of Regulation S-K. Accordingly, other than in paragraph 1, please
replace references to “annual report” with “report.” Similarly, with respect to
certifications provided in Form 10-Q, replace references to “quarterly
report” with “report.” Additionally, please add the parenthetical language in
paragraph 4(d).

Response:

We
have noted the Staff’s comments. In future annual filings on Form 10-K, we
will, other than in paragraph 1, replace references to “annual report” with “report.”
In addition, in future quarterly filings on Form 10-Q we will replace
references to “quarterly report” with “report.” We will also add the
parenthetical language to our paragraph 4(d).

5.              Please
eliminate reference to the title of your chief executive officer and chief
financial officer in the introductory paragraph of your certifications. Also
confirm that the inclusion of the titles in this filing and in Form 10-Q
for the quarter ended

5

March 31, 2008 was not intended to limit the capacity in which
these individuals provided the certifications.

Response:

We
have noted the Staff’s comments.  We will
eliminate the reference to the title of our chief executive officer and chief
financial officer in the introductory paragraph of our certifications on a
prospective basis. We confirm that the inclusion of the titles in the filings
on Form 10-K for the year ended December 31, 2007 and on Form 10-Q
for the quarter ended March 31, 2008 was not intended to limit the
capacity in which these individuals provided the certifications.

The Company acknowledges that:

·                  the Company is
responsible for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

·                  the Company may
not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

*******

Pl

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

      May 15, 2008

Mr. Thomas J. McInerney Executive Vice President and Chief Financial Officer IAC/InterActiveCorp 555 West 18
th Street
New York, New York 10011
 Re: IAC/InterActiveCorp
  Form 10-K for Fiscal Ye ar Ended December 31, 2007
Filed February 29, 2008
Form 10-Q for Fiscal Quar ter Ended March 31, 2008
Filed May 7, 2008
  File No. 0-20570

Dear Mr. McInerney:
We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your disclosures in futu re filings in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Thomas J. McInerney
IAC/InterActiveCorp
May 15, 2008 Page 2 of 3   Form 10-K for Fiscal Year Ended December 31, 2007

Note 2 - Summary of Significant Accounting Policies, page 86
Revenue Recognition, page 86
Ticketmaster, page 86
1. Reference is made to your disclosure on page 45 that ticketin g royalties, which
represent your client’s sh are of convenience and orde r processing charges, are
recorded in cost of sales.  With refere nce to the authoritative accounting literature
you relied upon, please explain to us why it is appropriate  to report revenue based
on the gross amount of convenience and order processing charges billed to customers rather than the net amount retained.
2. We understand that you earn interest on f unds that are collected from ticket
purchasers by investing those funds until re mittance to the applicable clients.
Please tell us in detail your  basis in GAAP for classifying this interest income as
revenues.
 Note 14 - Equity Investments in Unconsolidated Affiliates, page 130

3. Please provide us your fiscal 2007 si gnificance tests under Rule 3-09 of
Regulation S-X for Jupiter Shop Channel.  Please ensure that any impairment write-down or other activity related to this investment is included in your significance computations and is clearl y identified.  If you believe separate
financial statements are required for this equity method investment, please tell us
when you plan to amend your Form 10-K to file such financial statements.
 Exhibits 31.1 and 31.2

4. Please be advised that the certificatio ns required by Exchange Act Rules 13a-
14(a) and Rule 15d-14(a) must include la nguage exactly as set forth in Item
601(b)(31)(i) of Regulation S-K.  Accordin gly, other than in paragraph 1, please
replace references to “annual report” with “report.”  Similarly, with respect to
certifications provided in Form 10-Q, replace references to “quarterly report” with
“report.”  Additionally, please add the pare nthetical language in paragraph 4(d).
5. Please eliminate reference to  the title of your chief executive officer and chief
financial officer in the introductory pa ragraph of your cer tifications.  Also
confirm that the inclusion of the titles in this filing and in Form 10-Q for the quarter ended March 31, 2008 was not inte nded to limit the capacity in which
such individuals provided the certifications.

*    *    *    *

Mr. Thomas J. McInerney
IAC/InterActiveCorp May 15, 2008 Page 3 of 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please submit your response letter  on EDGAR.  Please understand that we may
have additional comments after review ing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Sarah Goldberg, Assist ant Chief Accountant, at (202) 551-3340,
or in her absence, Robyn Manuel at (202)  551-3823, if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3344 with any other questions.          S i n c e r e l y ,            William Thompson        B r a n c h  C h i e f

Mail Stop 3561
        June 15, 2007

Via Fax & U.S. Mail

Mr. Thomas J. McInerney
Executive Vice President and Chief Financial Officer
152 West 57th Street
New York, New York 10019

Re: IAC/INTERACTIVECORP
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 000-20570

Dear Mr. McInerney:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

IAC/INTERACTIVECORP

555
West 18th Street

New York, New York 10011

June
13, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C.  20549

Attention:   Linda Cvrkel

RE:      IAC/INTERACTIVECORP

Form
10-K for the year ended December 31, 2006

Filed
March 1, 2007

File No. 000-20570

Dear
Ms. Cvrkel:

Set forth below is the Staff’s
comment conveyed in your comment letter dated June 8, 2007 pertaining to the
filing listed above, along with the Company’s response:

Form 10-K for the year ended
December 31, 2006

Notes to the Financial
Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition,
page 77

1.              We note from your response to our prior
comment 1 that you recognize revenue for domestic electronic retailing
transactions at the time of shipment because you believe that title and risk of
loss pass to the buyer at this point.
Please revise your disclosure in the notes to the financial statements
to clarify why you recognize revenue at the time of shipment for these
transactions and why you believe this accounting policy is in accordance with
SAB 104.

Response:

The Staff’s comment is noted, and in future
filings the Company will revise our disclosure in the notes to the financial
statements to clarify why we recognize revenue at the time of shipment for
domestic electronic retailing transactions and why we believe this accounting
policy is in accordance with SAB 104.

Please contact me at 212-314-7260 (fax: 212-632-9690) if you would like
to discuss this response.

  Sincerely,

  /s/ Thomas J.
  McInerney

  Thomas J.
  McInerney

  Executive Vice
  President and

  Chief Financial
  Officer

  Copy to:

  Claire Erlanger

  SECURITIES AND EXCHANGE
  COMMISSION

  Gregory R.
  Blatt

  Executive Vice
  President,

  General Counsel
  and Secretary

 2

Mail Stop 3561
        June 8, 2007

Via Fax & U.S. Mail

Mr. Thomas J. McInerney
Executive Vice President and Chief Financial Officer
152 West 57th Street
New York, New York 10019

Re: IAC/INTERACTIVECORP
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 000-20570

Dear Mr. McInerney:

We have reviewed your response letter dated June 4, 2007 and have the following
comments.  Unless otherwise indicated, we  think you should revise your document in
future filings in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2006

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
June 8, 2007 Page 2

- Revenue Recognition, page 77

1. We note from your response to our prior comment 1 that you recognize revenue
for domestic electronic retailing transact ions at the time of shipment because you
believe that title and risk of  loss pass to the buyer at this point.  Please revise your
disclosure in the notes to the financia l statements to clarify why you recognize
revenue at the time of shipment for thes e transactions and why you believe this
accounting policy is in acco rdance with SAB 104.

********

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

IAC/INTERACTIVECORP

555 West 18th Street

New York, New York
10011

June 4, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attention:   Joseph A. Foti

RE:                  IAC/INTERACTIVECORP

Form 10-K for the year
ended December 31, 2006

Filed March 1, 2007

File No. 000-20570

Dear Mr. Foti:

Set forth below are the Staff’s comments conveyed in
your comment letter dated May 18, 2007 pertaining to the filing listed
above, along with the Company’s responses:

Form 10-K for the year
ended December 31, 2006

Notes to the Financial
Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition,
page 77

1.              We note from your response to our prior
comment 7 that domestic electronic retailing transactions do not contain
explicit language pertaining to shipping terms associated with the sale.  Please clarify for us how you have determined
that title passes to the customer at the time of shipment for these domestic
electronic retailing transactions.  Also,
please tell us if there are any further performance obligations to the customer
that remain after shipment, specifically for these domestic electronic
retailing products.

Response:

 As
noted in our previous response, the invoices and other documents provided to
customers in domestic electronic retailing transactions do not contain explicit
language pertaining to the shipping terms associated with the sale or the point
at which the risk of loss or title passes.
The determination of when title to and the risk of loss pass is governed by the Uniform Commercial Code
(the “UCC”) Article 2, which generally governs sales of goods transactions,
like our domestic electronic retailing transactions.  The analysis below is based on our
consultation with outside counsel in applying the applicable law to our facts.

Under Article 2 of the UCC, title and risk of loss pass to a buyer at
the point of shipment absent an express contractual undertaking that title and
risk of loss would pass at delivery.  See UCC §§ 2-401(2)(1), 2-509(1)(2).

(1) Section 2-401(2) explicitly provides
that, except when delivery to a destination is explicitly required, title
passes to a buyer at the point of shipment.
In relevant part, it states (emphasis added):

Such a contract is known as a “shipment” contract under the UCC.  The official commentary makes clear that “[t]he
underlying theory of these sections on risk of loss is the adoption of the
contractual approach rather than an arbitrary shifting of the risk with the ‘property’
in the goods.”  Id.,  Comment 1.
The commentary to another section of the UCC, Section 2-503, further
clarifies that the reason for these rules is that a “shipment” contract is the
default type of contract and a “destination” contract is a variant type of
contract that must be explicitly agreed to by the seller.  UCC § 2-503, Comment 5.

Under the UCC, a seller has performed his obligations under a shipment
contract when it: (a) puts the goods in possession of the carrier and enters into a reasonable
contract for their transportation given the nature of the goods; (b) obtains
and promptly delivers to the buyer any document required for the buyer to
obtain possession of the goods; and (c) promptly notifies the buyer of the
shipment.  UCC § 2-504.

In addition, the case law that has developed on these UCC provisions
uniformly reflects the preference for “shipment” contracts and the shifting of
title and risk of loss at the time of delivery by the seller to the
carrier.  The fact that the documents
detail to whom the product is to be shipped or request delivery to a particular
address would not change this result.

When HSN receives an order, it processes that order either by: (1)
communicating the order to one of its warehouses and picking, packaging, and
shipping the order; or (2) communicating the order electronically to a
third-party drop-ship vendor, which then picks, packages and ships the
order.  Under the first scenario, orders
are shipped via UPS.  HSN has an
agreement with UPS Supply Chain Solutions with respect to the carriage of HSN’s
products to its customers.  Under the
second scenario, the drop-ship vendor is contractually required to ship HSN’s
product by either UPS, the vendor itself, or an approved third party.

After shipment, HSN communicates to its customers the fact that their
orders have been processed and shipped by a variety of means.  No document of title or negotiable instrument
is required for HSN’s customers to receive the package by the carrier.  For every customer that provides HSN with an
e-mail address, HSN sends that customer an e-mail confirmation that his/her
product has been shipped.  Customers also
have an account that they can log into through HSN’s website.  HSN updates the customer’s account, so that
its customers can check on the status of their orders. HSN also sends a packing
slip with each order detailing what is contained in each box.

HSN fulfils its duties under each of its “shipment” contracts at the
time of shipment by: (a) delivering its product to UPS (or other HSN-approved
carrier); (b) having entered into a standard, reasonable contract of carriage
with UPS (or other HSN-approved carrier); and (c) promptly notifying its
customer of the shipment of the product and providing a mechanism for the
customer to track his/her shipment.
There is, therefore, no basis for concluding that title or risk of loss
does not pass at the point of shipment.

 The Company’s domestic
electronic retailing transactions typically involve a general right of return
which is accounted for in accordance with Statement of Financial Accounting
Standards No. 48, “Revenue Recognition When Right of Return Exists.” Aside from
this obligation, there are no performance obligations to the customer that
remain after shipment.

(2)  Unless
otherwise explicitly agreed title passes to the buyer at the time
and place at which the seller completes her or his performance . . . :

(a)     If the contract requires or authorizes the seller to send the
goods to the buyer but does  not  require
the seller to deliver them at destination, title
passes to the buyer at the time and place of shipment . . . .

(2) Section 2-509(1) explicitly
provides that, except when delivery to a destination is explicitly required,
risk of loss passes to a buyer at the point of shipment.  Section 2-509(1) states, in relevant part
(emphasis added):

(1)  Where the contract requires or authorizes the seller to ship
goods by carrier

(a) if it does not
require him to deliver them at a particular destination, the
risk of loss passes to  the buyer
when the goods are duly delivered to the carrier . . . .

 2

Note 4.  Adoption of SFAS No. 123R and
Stock-Based Compensation, page 89

2.              We note from your response to our prior
comment 11 that the $67 million charge was related to the modification of vested
options in conjunction with the Spin-off.
In light of the fact that it appears from your response that
modifications were made to unvested as well as vested options, and restricted
stock units, please tell us how you analyzed the unvested options and
restricted stock units in determining the amount of the $67 million
modification charge or any future operating charges required as the unvested
options become vested.

Response:

The $67 million modification charge was related solely to the
modification of vested options in conjunction with the Spin-off.

For unvested options, the modification charge related to the Spin-off
was calculated in accordance with paragraph 35 of SFAS 123.  The total modification charge associated with
unvested stock options was $16.7 million.
This amount is being recognized to expense over the remaining vesting
period of the options.  The calculation
of the $16.7 million modification charge was based upon a comparison of
the value of the unvested options immediately prior to the modification and the
value of the unvested options immediately after the modification.  This modification charge was calculated in
the same manner as the modification charge for vested options.

The analysis as to whether a modification charge was required for
restricted stock units in connection with the Spin-off was also assessed in
accordance with paragraph 35 of SFAS 123.  Accordingly, any charge to be recognized
related to the modification of restricted stock units was based upon a
comparison of the value of the restricted stock units immediately prior to the
modification and the value of the restricted stock units immediately after the
modification.  However, restricted stock
units are valued by reference to the market price of the relevant securities
and not according to a modeled computation of fair value (Black-Scholes, for
example). Since the value of the restricted stock units immediately prior to
the modification was equal to the value of the restricted stock units
immediately following the modification, the modification of the restricted
stock units associated with the Spin-off did not result in a modification
charge.

Other

3.              As previously requested, please provide,
in writing, a statement from the company acknowledging that:

·                  the company is
responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

·                  the company may
not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

Response:

The Company acknowledges that:

·                  the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

·                  staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

·                  the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

 3

Please contact me at
212-314-7260 (fax: 212-632-9690) if you would like to discuss these comments or
responses.

  Sincerely,

  /s/ Thomas J.
  McInerney

  Thomas J.
  McInerney

  Executive Vice
  President and

  Chief Financial
  Officer

  Copy to:

  Claire Erlanger

  SECURITIES AND
  EXCHANGE COMMISSION

  Gregory R.
  Blatt

  Executive Vice
  President,

  General Counsel

  and Secretary

 4

Mail Stop 3561
        May 18, 2007

Via Fax & U.S. Mail

Mr. Thomas J. McInerney
Executive Vice President and Chief Financial Officer
152 West 57th Street
New York, New York 10019

Re: IAC/INTERACTIVECORP
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 000-20570

Dear Mr. McInerney:

We have reviewed your response letter dated May 3, 2007 and have the following
comments.  Unless otherwise indicated, we  think you should revise your document in
future filings in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2006

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
May 18, 2007 Page 2

- Revenue Recognition, page 77

1. We note from your response to our prio r comment 7 that domestic electronic
retailing transactions do not contain exp licit language pertaining to shipping terms
associated with the sale.  Please clarify for us how you have determined that title
passes to the customer at the time of shipment for these domestic electronic
retailing transactions.  Als o, please tell us if there are any further performance
obligations to the customer that remain  after shipment, specifically for these
domestic electronic retailing products.

Note 4. Adoption of SFAS No.123R and Stock-Based Compensation, page 89

2. We note from your response to our prio r comment 11 that the $67 million charge
was related to the modification of vested  options in conjunction with the Spin-off.
In light of the fact that it appears fr om your response that modifications were
made to unvested as well as vested options, and restricted stock units, please tell
us how you analyzed the unvested opti ons and restricted stock units in
determining the amount of the $67 million modification charge or any future
operating charges required as the un vested options become vested.

Other

3. As previously requested, please provide, in  writing, a statement from the company
acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

********

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
May 18, 2007 Page 3

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Joseph A. Foti
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

IAC/INTERACTIVECORP

555
West 18th Street

New York, New York 10011

May
3, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

Attention:
Linda Cvrkel

RE:           IAC/INTERACTIVECORP

Form 10-K for the year ended December 31, 2006

Filed March 1, 2007

File No. 000-20570

Dear
Ms. Cvrkel:

Set
forth below are the Staff’s comments conveyed in your comment letter dated
April 5, 2007 pertaining to the filing listed above along with the Company’s
responses:

Form
10-K for the year ended December 31, 2006

Management’s
Discussion and Analysis

-
Results of Operations for the Years Ended December 31, 2006, 2005 and 2004,
page 39

1.              Please expand your discussion of
selling and marketing, and general and administrative expenses in future
filings to quantify and discuss the significant cost components within these
broad categories, such as licensing fees, product costs, product development
costs, marketing costs, compensation and any other significant components that
would enable readers to understand your business better. For example, you state
that selling and marketing expense increased in 2006 due to the inclusion of
IAC Search & Media and Cornerstone brands, and increases in marketing
spending at Lending and Personals, but you do not quantify these changes or
provide the actual cost figures necessary to put these changes in proper
context. Also, please quantify factors such as price, mix, and volume changes
that affect the changes in revenue in year over year comparison. Additionally,
quantify the factors that affect Operating Income Before Amortization in your
discussion of results of operations by segment.

Response:

We
have noted the Staff’s comments. In future filings, we will expand our
discussion of selling and marketing and general and administrative expenses to
quantify and provide descriptive context regarding the significant components
of these cost categories. We will continue to identify opportunities to enhance
the discussion of factors related to the

change
in revenue in the year over year comparison in the discussion of consolidated
results in future filings. In addition, we will continue to provide
quantitative information regarding factors such as price, mix and volume that
affect comparisons of year over year revenue in the discussion of the Company’s
material operating segments, similar to the discussion that begins on page 46
of the Form 10-K. Finally, in future filings, we will quantify the factors that
affect Operating Income Before Amortization in our discussion of results of
operations for each material segment.

2.              In future filings, please discuss
and analyze revenue and cost of sales (rather than gross profit) separately for
each segment. Because margins are impacted by both revenue and cost of sales,
we believe a separate discussion of cost of sales results would be beneficial.

Response:

We
have noted the Staff’s comments. In future filings, we will discuss and analyze
revenue and costs of sales separately for each material segment.

-
Critical Accounting Policies and Estimates, page 62

3.              In light of the significant
balance of accounts receivable and disclosure in Note 2 that the allowance for
doubtful accounts is a significant estimate, please consider revising your
disclosure of critical accounting policies and estimates in future filings to
include a discussion of your accounting for accounts receivable, specifically
the allowance for doubtful accounts.

Response:

We
have noted the Staff’s comments. In preparing future filings, we will consider
revising our disclosure of critical accounting policies and estimates to
include a discussion of our accounting for accounts receivable and for doubtful
accounts.

Consolidated Financial Statements

Consolidated Statement of
Operations, page 69

4.              We note that cost of sales for
both products and services does not appear to include depreciation expense. In
future filings, please revise to present cost of sales as “cost of sales
(exclusive of depreciation shown separately below)” on the face of the
statements of operations to avoid placing undue emphasis on “cash flow.” See
Staff Accounting Bulletin Topic 11B.

Response:

We
have noted the Staff’s comments. In future filings, we will present cost of
sales for both products and services as “cost of sales (exclusive of depreciation
shown separately below)” on the face of the statement of operations.

 2

Consolidated Balance
Sheets, page 71

5.              We note your balance of other
accrued liabilities is 28% of total current liabilities. In your notes to the
financial statements in future filings, please separately disclose any amounts
greater than 5% of current liabilities.

Response:

We
have noted the Staff’s comments.  As of
December 31, 2006 and 2005, there were no items included in other accrued
current liabilities that were in excess of 5% of current liabilities.  In future filings, we will continue to
evaluate the components of other accrued current liabilities and separately
disclose any items included in other accrued current liabilities that are greater
than 5% of current liabilities, if applicable.

Consolidated Statements of
Shareholders’ Equity, page 72

6.              We note your disclosure that you
recorded a $17.8 million reduction to the amount distributed to Expedia
shareholders in 2006 due to a reduced tax liability, and the amount is included
in the statement of shareholders’ equity as an increase to additional paid-in
capital. Please provide us specific details as to the nature and terms of this
transaction. Also, tell us how you accounted for the transaction and explain in
detail why you believe the treatment used was appropriate.

Response:

In conjunction with the Expedia Spin-off (the “Spin-off”), the Company
and Expedia executed a tax sharing agreement. The agreement provided, among
other things, that Expedia’s tax liability for the period from January 1, 2005
through August 8, 2005 (the effective date of the Spin-off) would be paid by
the Company. The tax sharing agreement also provided that the Company in its
sole discretion could elect the method to be used to derive Expedia’s tax liability
for this period. The two methods from which the Company could elect were a
discrete period calculation of Expedia’s taxable income through the date of the
Spin-off or a pro rata allocation of taxable income for 2005 to the periods
before and after the Spin-off.

Expedia’s tax provision for the period prior to the Spin-off was
initially calculated using a discrete period calculation. The resulting income
tax liability as of the date of the Spin-off was transferred to the Company by
Expedia in conjunction with the Spin-off. This transfer affected the amount of
net assets of Expedia as of the date of the Spin-off. The distribution of the
net assets of Expedia was recorded by the Company as a reduction of retained
earnings and additional paid-in capital.

In the third quarter of 2006, the Company completed an analysis of both
companies’ 2005 taxable income and made a final election to use the pro rata
allocation method to determine the income tax liability of Expedia prior to the
Spin-off. This election ultimately resulted in a $17.8 million reduction in the
income tax liability of Expedia associated with the period prior to the
Spin-off that was assumed by the Company. Furthermore, this election reduced
the net assets of Expedia that were spun-off to shareholders as of August 8,
2005.

 3

The Company recorded this $17.8 million reduction in its income tax
liability pursuant to its election under the tax sharing agreement as a
reduction in income taxes payable and an increase to additional paid-in
capital. We consider this treatment appropriate because the Company’s ultimate
election under the tax sharing agreement was an agreed upon contractual
provision and an inherent part of the Spin-off transaction.

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

- Revenue Recognition, page 77

7.              We note your disclosure that
revenue from Retailing is recorded when products are shipped. Please tell us, and
disclose in your notes to the financial statements in future filings, the point
at which the title of the product passes to the customer. Also, please indicate
in your response and revised disclosure, the shipping terms of the products and
why you believe it is appropriate to recognize revenue at the time of shipment.

Response:

The Company’s retailing business is predominantly comprised of domestic
electronic retailing and domestic catalog retailing. In the aggregate, these
businesses represented 89% of our retailing revenue and 98% of our retailing
operating income for the year ended December 31, 2006.

The invoices and other documents provided to customers in domestic
electronic retailing transactions do not contain explicit language pertaining
to the shipping terms associated with the sale. The invoices and other
documents provided to customers in domestic catalog retailing transactions
generally contain explicit language to the effect that the shipping terms
associated with the sales are F.O.B. shipping point. Such documentation has
been reviewed by the Company’s external legal counsel, along with the
applicable provisions of the Uniform Commercial Code and applicable case law.
Based upon our discussions with counsel subsequent to its review and analysis,
the Company believes that title to goods in the Company’s  transactions is transferred upon shipment.

Accordingly, the Company believes that revenue related to its retailing
businesses should be recognized (with appropriate provisions, in accordance with
Statement of Financial Accounting Standards No. 48, “Revenue
Recognition When Right of Return Exists”, for expected experience of
product returns) upon shipment because it is at this point that no further
performance obligations to the customer remain, title passes to the customer,
and the Company’s earnings process would conclude.

We have noted the Staff’s
comment. In future filings, we will disclose the point at which title passes to
our customers, shipping terms and why we believe it is appropriate to recognize
revenue upon shipment in our retailing transactions.

8.              Tell us and disclose in future
filings the “estimated economic life” or period over which ServiceMagic’s
activation revenue is being recognized as revenue. As part of your response,
please explain how you determined the expected economic life of your new
network members.

 4

Response:

The
balance of ServiceMagic’s deferred activation revenue was $1.8 million at
December 31, 2006. ServiceMagic’s contractor activation fees are recognized as
activation revenue over the estimated economic life of the contractor
relationship. This period is three years and has been determined based upon an
analysis of the historical transaction patterns of members who have
participated in the Company’s contractor network.

We
have noted the Staff’s comments. In future filings, we will disclose the period
over which ServiceMagic’s activation revenue is being recognized as revenue.

- Advertising, page 83

9.              We note your disclosure that
catalog costs are capitalized on a catalog by catalog basis and are amortized
over the expected period of future benefits. Please tell us and revise future
filings to disclose the periods over which your capitalized catalog costs are
being amortized to expense. As part of your response, you should also explain
why you believe the period you are using is appropriate. Also, in future
filings, please disclose the amount of advertising costs reported as an asset
for each balance sheet presented. See paragraph 49 of SOP 93-7.

Response:

Catalog
costs are being amortized to expense over periods that range from three to six
months. These periods represent the estimated period of future benefit from the
revenue stream associated with each catalog.

The
expected period of future benefits for each catalog is determined by an
analysis of historical experience. Sales are matched to each individual catalog
through the utilization of source/promotional codes captured at time of order.
The Company believes that future response to its catalogs will resemble its
prior experience  because: (i) its
distribution audience is similar in demographics; (ii) the Company consistently
uses the same method of marketing; (iii) the Company is selling similar
products; and (iv) the Company is unaware of any current economic conditions
that will modify these patterns.
Therefore, the Company believes the amortization periods being used are
appropriate.

Total
capitalized catalog costs were $28 million and $32 million as of December 31,
2006 and 2005, respectively.

We
have noted the Staff’s comments. In future filings, we will disclose the amount
of capitalized catalog costs reported as assets in accordance with paragraph 49
of SOP 93-7 and the periods over which capitalized catalog costs are being
amortized to expense.

- Amortization of Non-Cash
Marketing, page 83

10.       We note your disclosure that amortization of non-cash marketing
consists of non-cash advertising secured from Universal Television as part of
the transaction pursuant to which VUE was created, and the subsequent transaction
by which IAC sold its partnership interests in VUE. We also note from Note 14
that you received $115 million worth of advertising time to be provided by NBC
Universal over a three-year period. In light of the fact that the sale of your
interest in VUE occurred

 5

on June 7, 2005, please tell us
if there was any non-cash marketing amortization recorded during the period
June 8, 2005 through December 31, 2005. If so, please tell us where the amount
is recorded on the statement of operations. If there was no expense recognized
during 2005, please explain why.

Response:

Expense
related to advertising secured in conjunction with the VUE transactions is
recognized by the Company in its consolidated statement of operations at the
time that such media is utilized.  Upon
use, the related expense is recorded within the operating results of the
business unit making use of such media. The only use of VUE media time during
2005 was by Expedia. This usage, totaling $5.8 million, occurred between
January 1, 2005 and August 8, 2005. Expedia was spun-off by IAC on August 8,
2005 and therefore, Expedia’s results have been presented as discontinued
operations for the year ended December 31, 2005.

Note 4. Adoption of SFAS No. 123R
and Stock-Based Compensation, page 89

11.       We note the disclosure indicating that in connection with the Spin-off,
all outstanding share-based instruments of the Company were modified and the
Company recorded a pre-tax modification charge of $67.0 million related to the
treatment of vested stock options. Please explain in further detail the nature
and terms of the modifications that were made to the Company’s share-based
instruments in connection with the Spin-off transaction. Also, please explain
how the amount of the $67 million modification charge recognized in connection
with the spin-off transaction was calculated or determined.

Response:

The terms of share-based instruments issued by the Company in periods
prior to the Spin-off did not include mandatory provisions related to the
modification of such instruments in the event of a spin-off or recapitalization
transaction. Accordingly, the exchange of these instruments for new awards in
conjunction with the Spin-off was treated as a modification in accordance with
SFAS No. 123.  Presented below is a
description of the terms of the modifications that were made to outstanding
share-based instruments of the Company in connection with the Spin-off.

Vested IAC Stock Options:

Each vested option to purchase shares of IAC common stock was converted
into an

Mail Stop 3561
        A p r i l  5 ,  2 0 0 7

Via Fax & U.S. Mail

Mr. Thomas J. McInerney
Executive Vice President and Chief Financial Officer
152 West 57th Street
New York, New York 10019

Re: IAC/INTERACTIVECORP
 Form 10-K for the year ended December 31, 2006
Filed March 1, 2007
 File No. 000-20570

Dear Mr. McInerney:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2006

Management’s Discussion and Analysis

- Results of Operations for the Years Ended December 31, 2006, 2005 and 2004, page 39

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
April 5, 2007 Page 2

1. Please expand your discussion of sel ling and marketing, and general and
administrative expenses in future filings  to quantify and discuss the significant
cost components within th ese broad categories, such as licensing fees, product
costs, product development costs, mark eting costs, compensation and any other
significant components that would enab le readers to understand your business
better.  For example, you state that sell ing and marketing expense increased in
2006 due to the inclusion of  IAC Search & Media and Cornerstone brands, and
increases in marketing spending at Lending and Personals, but you do not
quantify these changes or provide the actua l cost figures necessary to put these
changes in proper context.  Also, please quantify factors such as price, mix, and
volume changes that affect the changes in revenue in year over year comparison.
Additionally, quantify the factors that affect Operating Income Before Amortization in your discussion of re sults of operations by segment.

2. In future filings, please discuss and analy ze revenue and cost of  sales (rather than
gross profit) separately for each segment.  Because margins are impacted by both revenue and cost of sales, we believe a se parate discussion of cost of sales results
would be beneficial.

– Critical Accounting Policies and Estimates, page 62

3. In light of the significant balance of accounts receivable and disclosure in Note 2 that the allowance for doubtful accounts is a significant estimate, please consider
revising your disclosure of critical acc ounting policies and estimates in future
filings to include a discussion of your accounting for accounts receivable,
specifically the allowance for doubtful accounts.

Consolidated Financial Statements

Consolidated Statement of Operations, page 69

4. We note that cost of sales for both products and services does not appear to include depreciation expense.  In future filings, please revise to present cost of
sales as “cost of sales (exclusive of de preciation shown separately below)" on the
face of the statements of  operations to avoid placing undue emphasis on "cash
flow."  See Staff Accounting Bulletin Topic 11B.

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
April 5, 2007 Page 3

Consolidated Balance Sheets, page 71

5. We note your balance of other accrued liabiliti es is 28% of total current liabilities.
In your notes to the financ ial statements in future filings, please separately
disclose any amounts greater than 5% of current liabilities.

Consolidated Statements of Shareholders’ Equity, page 72

6. We note your disclosure that you recorded a $17.8 million reduction to the
amount distributed to Expedia shareholders  in 2006 due to a re duced tax liability,
and the amount is included in the statemen t of shareholders’ equity as an increase
to additional paid-in capital.  Please provide us specific details as to the nature and terms of this transaction.  Also, tell us how you accounted for the transaction and explain in detail why you believe the treatment used was appropriate.

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies
- Revenue Recognition, page 77

7. We note your disclosure that revenue from  Retailing is recorded when products
are shipped.  Please tell us, and disclose in your notes to the financial statements
in future filings, the point at which the tit le of the product passes to the customer.
Also, please indicate in your  response and revised disclosure, the shipping terms
of the products and why you believe it is appropriate to recognize revenue at the
time of shipment.

8. Tell us and disclose in future filings the “estimated economic life” or period over
which ServiceMagic’s activation revenue is  being recognized as revenue. As part
of your response, please explain how you determined the expected economic life of your new network members.

- Advertising, page 83

9. We note your disclosure that catalog cost s are capitalized on a catalog by catalog
basis and are amortized over the expected period of future benefits.  Please tell us and revise future filings to disclose the periods over which your capitalized catalog costs are being amortized to expense.  As part of your response, you should also explain why you believe the period you are using is appropriate.
Also, in future filings, please disclose th e amount of advertising costs reported as
an asset for each balance sheet presented.  See paragraph 49 of SOP 93-7.

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
April 5, 2007 Page 4

– Amortization of Non-Cash Marketing, page 83

10. We note your disclosure that amortizati on of non-cash marketing consists of non-
cash advertising secured from Universal Television as part of the transaction
pursuant to which VUE was created, and the subsequent transaction by which
IAC sold its partnership in terests in VUE.  We also note from Note 14 that you
received $115 million worth of advertisi ng time to be provided by NBC Universal
over a three-year period.  In light of the fa ct that the sale of your interest in VUE
occurred on June 7, 2005, please tell us if there was any non-cash marketing
amortization recorded during the period June 8, 2005 through December 31, 2005.  If so, please tell us where the amount is recorded on the statement of operations.
If there was no expense recognized  during 2005, please explain why.

Note 4. Adoption of SFAS No.123R and Stock-Based Compensation, page 89

11. We note the disclosure indicating that in connection with the Spin-off, all outstanding share-based instruments of  the Company were modified and the
Company recorded a pre-tax modification charge of $67.0 million related to the
treatment of vested stock options. Please ex plain in further detail the nature and
terms of the modifications that were  made to the Company’s share-based
instruments in connection w ith the Spin-off transacti on. Also, please explain how
the amount of the $67 million modification charge recognized in connection with
the spin-off transaction was calculated or determined.

Note 5. Goodwill and Intangible Assets, page 95

12. We note from your table of changes in the carrying amount of goodwill that there
was a deduction of $187 million during 2006 in the Media & Advertising segment.  Please explain to us, and disclose in future filings, the nature of this deduction.   If the deductions relate to pur chase price adjustments related to recent
acquisitions, please explain the facts and circumstances that resulted in the
purchase price adjustments.

Note 10. Discontinued Operations, page 110

13. We note your disclosure that duri ng the fourth quarter of 2006, iBuy was
classified as held for sale.  Please tell us why the assets and liabilities of iBuy
have not been separately presented as he ld for sale on the face of the balance
sheet at December 31, 2006 or disclosed in Note 10.  See paragraph 46 of SFAS
No. 144.

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
April 5, 2007 Page 5

Note 13. Shareholders’ Equity, page 115

14. Please consider revising the notes to your fi nancial statements in future filings to
include a rollforward analysis of the ac tivity involving your stock warrants during
the various periods presented. This analys is should be presented in a level of
detail consistent with that  provided for your outstanding  stock options in Note 4
and should show the activity involving warrants granted, exercised and forfeited
and expired during the various periods pr esented in your financial statements.

Note 14. Equity Investments In Unconsolidated Affiliates, page 118

15. We note that you account for your 3.17% inve stment in Points (Canada) using the
equity method of accounting.  Please tell us why you believe it is appropriate to use the equity method of accounting for your ownership interest in Points, including why you believe you have the abil ity to exercise significant influence
over the operating and financial matters of the inve stee.  As part of your response,
please tell us how much of the equity in income of unconsolidated affiliates
recorded on the statement of operati ons for the year ended December 31, 2006
relates to your interest in Points.

Note 15. Long-Term Obligations an d Short-Term Borrowings, page 120

16. We note your disclosure that LendingTree Loans is required to maintain various
financial and other covenants under the term s of the committed lines of credit.  In
future filings, please disclose the nature of these restrictive covenants.  See paragraphs 18-19 of SFAS No. 5.

Note 18. Contingencies, page 125

17. We note from Item 3 that you have several pending litigation matters.  Please tell us if you have any amounts accrued for thes e litigation matters.  If no accrual has
been recorded, or if an e xposure to loss exists in ex cess of the amount accrued,
the following disclosures should be made in  your notes to the financial statements
in future filings, when there is at least a reasonable possibility that a loss or an
additional loss may have been incurred:
ƒ The nature of the contingency
ƒ An estimate of the possible loss or range of loss, or a statement that such an estimate cannot be made
See paragraph 10 of SFAS No. 5.   In addition, in future filings, please provide an
assessment regarding the potential impact  of your pending litigation on your
financial statements as a whole (i.e., with regards to your fi nancial condition and
liquidity, in addition to y our results of operations).

Mr. Thomas J. McInerney
IAC/INTERACTIVECORP
April 5, 2007 Page 6

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								June 14, 2005

Via Facsimile and U.S. Mail
Gregory R. Blatt
Executive Vice President, General Counsel and Secretary
IAC/InteractiveCorp
152 West 57th Street
New York, NY 10019

Re:	IAC/InterActiveCorp
	Amendment No. 1 to Form S-4
      Filed on June 3, 2005
	File No. 333-124340

Dear Mr. Blatt:

      We have reviewed the above filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Cover Page
1. Please revise your disclosure in the fourth paragraph, and
throughout the document, to reflect your plan to hold the annual
meeting to vote on the spin-off proposal, and other IAC proposals,
prior to completion of the merger.  In this regard, we note your
response to prior comment 44.
2. Please clarify that former stockholders of Ask Jeeves who
receive
IAC common stock pursuant to the merger will receive common stock
in
the spun-off entity.

Risk Factors, page 23
3. We note your response to prior comment 10.  Please revise to
eliminate the reference to risks described in other documents
filed
with the Commission.  All material risks should be described here.
Additionally, please revise the language in the fourth paragraph
suggesting that only "certain" rather than all "material" risks
relating to the spin-off are disclosed.

IAC is controlled by Mr. Diller, page 26
4. Please consider expanding this risk factor, with appropriate
bolded subcaptions if necessary, to provide shareholders a better
sense of what control by a significant shareholder means.

After the spin-off, Expedia may be unable to make the changes
necessary, page 29
5. Please provide a separate risk factor, with its own subheading,
to
address the additional costs associated with being a public
company.

After the spin-off, page 30
6. Please refer to the third paragraph in this risk factor.
Please
either revise or delete because it refers to IAC asking the reader
for approval of the corporate opportunity proposal.

Opinion of Allen & Company LLC, page 54
Premiums Paid in Comparable Merger Transactions, page 58
7. We note your response to prior comment 30 and we reissue the
comment, in part.  In the interest of balanced disclosure, please
revise your explanation of the graphical results to clarify that
the
premium paid in this transaction falls at the lower end of the
range
of comparable transactions.

Potential OIBA Dilution Analysis, page 61
8. Please disclose the amount by which Allen & Co. projects the
merger will be dilutive.

Exhibits
Exhibit 8.1
9. It appears that you are filing a short-form opinion.  As such,
please revise this exhibit and the prospectus discussion of the
tax
consequences to clearly state that the discussion in the
prospectus
is counsel`s opinion.  Similarly revise exhibit 8.2.

Exhibit 8.2
10. Please delete the reference to "Certain" when referring to the
prospectus tax discussion under Material United States Federal
Income
Tax Consequences.
Exhibit 99.5
11. We note the second item listed.  Please be advised that we
believe any adjournments for the purpose of soliciting additional
votes is a separate item requiring a vote.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      Please amend the Form S-4 in response to these comments.
Marked copies of the amendments greatly facilitate our review.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Please file the response letter as correspondence on
EDGAR.  Detailed cover letters greatly facilitate our review.

      You may contact Mathew C. Bazley at (202) 551-3382 with any
questions or you may reach me at (202) 551-3210.

Sincerely,

								Susan C. Block
								Attorney - Advisor
cc: 	Via facsimile: (212) 403-2327
	David C. Karp
	Adam J. Shapiro
	Roy J. Katzovicz
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, NY 10019

??

??

??

??

IAC/InterActiveCorp
June 14, 2005
Page 1

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QuickLinks
 -- Click here to rapidly navigate through this document

IAC/InterActiveCorp
  152 West 57th Street
  New York, New York 10019

Expedia, Inc.
  3150 139th Avenue SE
  Bellevue, Washington 98005

Mathew
C. Bazley

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549-0303

Re:IAC/InterActiveCorp

Expedia, Inc.

Form S-4/A filed on June 17, 2005

File No. 333-124303

       333-124303-01

Dear
Mr. Bazley:

        IAC/InterActiveCorp
and Expedia, Inc. (each, a "Company," and together, the "Companies") have filed with the Securities and Exchange Commission (the "Commission") the
above-referenced Registration Statement (the "Registration Statement"). Each of the Companies hereby acknowledges to the staff (the "Staff") of the Commission the following:

        Each
Company's disclosure in the Registration Statement is the responsibility of such Company. Each Company acknowledges that Staff comments or changes in response to Staff comments in
the proposed disclosure relating to such Company in the Registration Statement may not be asserted as a defense in any proceeding which may be brought by any person against such Company with respect
to this matter. Each Company also represents to the Commission that should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, such
action does not foreclose the Commission from taking any action with respect to the Registration Statement, and each Company represents that it will not assert this action as a defense in any
proceeding initiated by the Commission or any person against such Company under the federal securities laws of the United States.

        Each
Company further acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not
relieve such Company from its legal responsibility for the material adequacy and accuracy of disclosures relating to such Company in the Registration Statement.

        *    *    *

Very truly yours,

IAC/InterActiveCorp

By:

/s/  GREGORY R. BLATT       Name:  Gregory R. Blatt

Title:    Executive Vice President,

             General Counsel and Secretary

Expedia, Inc.

By:

/s/  KEENAN M. CONDER       Name:  Keenan M. Conder

Title:    Senior Vice President,

             General Counsel and Secretary

cc:    Pamela
S. Seymon, Esq.

             Wachtell, Lipton, Rosen & Katz

         Andrew J. Nussbaum, Esq.

             Wachtell, Lipton, Rosen & Katz

QuickLinks

IAC/InterActiveCorp 152 West 57th Street New York, New York 10019

Expedia, Inc. 3150 139th Avenue SE Bellevue, Washington 98005

CORRESP
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filename1.htm

IAC/InterActiveCorp

152 West 57th Street

New York, New York 10019

Expedia,
Inc.

3150 139th Avenue SE

Bellevue, Washington 98005

June 16,
2005

Via EDGAR and Facsimile

Division
of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:IAC/InterActiveCorp

Expedia, Inc.

Registration Statement on Form S-4

File Nos. 333-124303 and 333-124303-01

Ladies
and Gentlemen:

        Each
of IAC/InterActiveCorp and Expedia, Inc. hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be
accelerated to 5pm on June 16, 2005, or as soon thereafter as practicable.

IAC/INTERACTIVECORP

By:

/s/  GREGORY R. BLATT

Name:
Gregory R. Blatt

Title:
Executive Vice President, General Counsel and Secretary

EXPEDIA, INC.

By:

/s/  DARA KHOSROWSHAHI

Name:
Dara Khosrowshahi

Title:
Chief Executive Officer

CORRESP
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filename1.htm

June 16, 2005

Via EDGAR and By Hand

Susan C. Block

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC  20549-0303

  RE:

  IAC/InterActiveCorp

  Form S-4 filed on April 26, 2005

  File No. 333-124340

Dear Ms. Block:

                On behalf of our
client, IAC/InterActiveCorp (the “Company” or “IAC”), set forth below are
responses to the comments of the Staff of the Division of Corporation Finance
(the “Staff”), which were delivered in a letter dated June 14, 2005, in connection
with the above-referenced Registration Statement on Form S-4, filed by IAC with
the Securities and Exchange Commission (the “Commission”) on April 26, 2005, as
amended on June 2, 2005, and relating to the merger of Ask Jeeves, Inc. (“Ask Jeeves”)
into a wholly owned subsidiary of IAC.
For your convenience, in this letter the text of the Staff’s comments is
set forth in bold text followed by the responses of the Company.  IAC is also filing today Amendment No. 2 to
the Registration Statement, which is responsive to comments of the Staff as set
forth below.

Cover Page

1.                                      Comment:
Please revise your disclosure in the fourth paragraph, and throughout
the document, to reflect your plan to hold the annual meeting to vote on the
spin-off proposal, and other IAC proposals, prior to completion of the
merger.  In this regard, we note your
response to prior comment 44.

                                                Response: In
response to the Staff’s comment, the disclosure has been revised on the cover
page and pages 2, 4, 6, 7, 23, 118 and E-1.

2.                                      Comment:
Please clarify that former stockholders of Ask Jeeves who receive IAC
common stock pursuant to the merger will receive common stock in the spun-off
entity.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page to provide that former Ask Jeeves
stockholders who are IAC stockholders on the record date of the proposed spin-off
will receive Expedia common stock upon completion of the proposed spin-off.

Susan C. Block

June 16, 2005

Page 2

Risk Factors, page 23

3.                                      Comment:  We
note your response to prior comment 10.
Please revise to eliminate the reference to risks described in other
documents filed with the Commission.  All
material risks should be described here.
Additionally, please revise the language in the fourth paragraph
suggesting that only “certain” rather than all “material” risks relating to the
spin-off are disclosed.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on page 23.

IAC is controlled by Mr.
Diller, page 26

4.                                      Comment:
Please consider expanding this risk factor, with appropriate bolded
subcaptions if necessary, to provide shareholders a better sense of what
control by a significant shareholder means.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on page 27.

After the spin-off, Expedia
may be unable to make the changes necessary, page 29

5.                                      Comment:
Please provide a separate risk factor, with its own subheading, to
address the additional costs associated with being a public company.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on page 30.

After the spin-off, page 30

6.                                      Comment:
Please refer to the third paragraph in this risk factor.  Please either revise or delete because it refers
to IAC asking the reader for approval of the corporate opportunity proposal.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on page 31.

Opinion of Allen &
Company LLC, page 54
Premiums Paid in Comparable Merger Transactions, page 58

7.                                      Comment:  We
note your response to prior comment 30 and we reissue the comment, in
part.  In the interest of balanced
disclosure, please revise your explanation of the graphical results to clarify
that the premium paid in this transaction falls at the lower end of the range
of comparable transactions.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on page 60.

Susan C. Block

June 16, 2005

Page 3

Potential OIBA Dilution
Analysis, page 61

8.                                      Comment:
Please disclose the amount by which Allen & Co. projects the merger
will be dilutive.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised on page 61.

Exhibits

Exhibit 8.1

9.                                      Comment:  It
appears that you are filing a short-form opinion.  As such, please revise this exhibit and the
prospectus discussion of the tax consequences to clearly state that the
discussion in the prospectus is counsel’s opinion.  Similarly revise exhibit 8.2.

                                                Response:  In response to the Staff’s comment, the
disclosure has been revised in Exhibits 8.1 and 8.2.

Exhibit 8.2

10.                               Comment:
Please delete the reference to “Certain” when referring to the
prospectus tax discussion under Material United States Federal Income Tax
Consequences.

                                                Response:  In response to the Staff’s
comment, the disclosure has been revised in Exhibit 8.2.

Exhibit 99.5

11.                               Comment:  We
note the second item listed.  Please be
advised that we believe any adjournments for the purpose of soliciting
additional votes is a separate requiring a vote.

                                                Response:
 In
response to the Staff’s comment, the disclosure has been revised on the cover
page and pages 2, 7, 42, 43, 51 and Exhibit 99.5.

*              *              *              *              *              *

In addition, in response to
the Staff’s closing comments, we enclose herewith a statement from IAC
acknowledging that:

•                  IAC is responsible for the
adequacy and accuracy of the disclosure in the filings;

•                  Staff comments or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff
do not foreclose the Commission from taking any action with respect to the
filing; and

Susan C. Block

June 16, 2005

Page 4

•                  IAC may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

We appreciate the assistance
of the Staff in this matter.  If you have
any questions or comments regarding the foregoing, please contact the
undersigned at (212) 403-1327.

  Very truly yours,

  /s/
  David C. Karp

  David
  C. Karp

  cc:

  Gregory R. Blatt, Esq.

  IAC/InterActiveCorp

  Brett Robertson, Esq.

  Ask
  Jeeves, Inc.

  Peter T. Heilmann, Esq.

  Gibson,
  Dunn & Crutcher

CORRESP
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IAC/InterActiveCorp

152 West 57th Street

New York, New York 10019

        June 16,
2005

Via EDGAR and Facsimile

Division
of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:InterActiveCorp
Registration Statement on Form S-4 (333-124340)

Ladies
and Gentlemen:

        IAC/InterActiveCorp
hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 5:00 PM
Eastern time on June 16, 2005, or as soon thereafter as practicable.

*    *    *

IAC/InterActiveCorp

By:

/s/ Gregory R. Blatt Name: Gregory R. Blatt

Title: Executive Vice President,

General Counsel and Secretary

CORRESP
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filename1.htm

June 16, 2005

Susan C. Block

Office of Mergers & Acquisitions

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC
20549-0303

  Re:

  IAC/InterActiveCorp

  Form S-4 filed
  on April 26, 2005

  File No. 333-124340

Dear Ms. Block:

IAC/InterActiveCorp (the “Company”) has filed with the
Securities and Exchange Commission (the “Commission”) Amendment No. 2 to the
Registration Statement on Form S-4 filed by IAC on April 26, 2005 and amended
on June 2, 2005 (as amended, the “Registration Statement”).  The Company hereby acknowledges to the staff
(the “Staff”) of the Commission the following:

The Company’s disclosure in the Registration Statement
is the responsibility of the Company.
The Company acknowledges that Staff comments or changes in response to
Staff comments in the proposed disclosure relating to the Company in the Registration
Statement may not be asserted as a defense in any proceeding which may be
brought by any person against the Company with respect to this matter.  The Company also represents to the Commission
that should the Commission or the Staff, acting pursuant to delegated
authority, declare the Registration Statement effective, such action does not
foreclose the Commission from taking any action with respect to the Registration
Statement, and the Company represents that it will not assert this action as a
defense in any proceeding initiated by the Commission or any person against the
Company under the federal securities laws of the United States.

The Company further acknowledges that the action of
the Commission or the Staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective does not relieve the Company
from its legal responsibility for the material adequacy and accuracy of
disclosures relating to the Company in the Registration Statement.

*              *              *

  Very truly yours,

  IAC/InterActiveCorp

  By:

  /s/ Gregory R. Blatt

  Name:

  Gregory R. Blatt

  Title:

  Senior Vice President, General Counsel

  and Secretary

  cc:

  Brett Robertson, Esq.

  Ask Jeeves, Inc.

  Peter T.
  Heilmann, Esq.

  Gibson, Dunn
  & Crutcher

  David C. Karp,
  Esq.

  Wachtell,
  Lipton, Rosen & Katz

2

CORRESP
1
filename1.htm

[Letterhead of Wachtell,
Lipton, Rosen & Katz]

June 2, 2005

Via EDGAR, Facsimile and Electronic Mail

Susan C. Block

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC  20549-0303

  RE:

  IAC/InterActiveCorp

  Form S-4 filed on April 26, 2005

  File No. 333-124340

Dear Ms. Block:

On behalf of our client,
IAC/InterActiveCorp (the “Company” or “IAC”), set forth below are responses to
the comments of the Staff of the Division of Corporation Finance (the “Staff”),
which were delivered in a letter dated May 26, 2005, in connection with the
above-referenced Registration Statement on Form S-4 (the “Registration
Statement”), filed by IAC with the Securities and Exchange Commission (the “Commission”)
on April 26, 2005, and relating to the merger of Ask Jeeves, Inc. (“Ask Jeeves”)
into a wholly owned subsidiary of IAC.
For your convenience, in this letter the text of the Staff’s comments is
set forth in bold text followed by the responses of the Company.  IAC is also filing today Amendment No. 1 to
the Registration

Statement (the “Amended Registration Statement”),
which is responsive to comments of the Staff as set forth below.

General

1.                                      Comment:  Please revise as necessary your filing on Form S-4 (file no. 333-124303)
filed April 25, 2005, to conform to the following comments.

Response:  In response to the Staff’s comment, IAC and
Expedia will revise the disclosure in the joint Registration Statement on Form
S-4 of IAC and Expedia, Inc. to the extent necessary to conform to the Staff’s
comments.

Cover Page

2.                                      Comment:  Please include on the cover page the amount of securities being
registered.  See Item 501(b)(2) of Regulation S-K.

Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page.

3.                                      Comment:  Please provide IAC/InterActiveCorp’s trading price as of the most
recent practical date.

Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page.

4.                                      Comment:  Please name the market for IAC/InterActiveCorp’s common stock and the
trading symbol for those securities.  See
Item 501(b)(4) of Regulation S-K.

Response:  In response to the Staff’s comment, the
disclosure has been revised on the cover page.

Important

5.                                      Comment:  Specify the date by which security holders must request this
information.  You must highlight this
statement by print type or otherwise.
See Item 2 of Form S-4.

Response:  In response to the Staff’s comment, the
disclosure has been revised in the above-mentioned section.

2

Questions and Answers about the Merger, page 1

6.                                      Comment:  Please disclose here the value of the exchange in terms of price per
share that the exchange ratio will yield to Ask Jeeves shareholders and what
premium that represents.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 1.

The Merger, page 5

7.                                      Comment:  Please clarify what is meant by IAC expects to issue approximately 74.8
million shares and approximately 88 million on a fully diluted treasury method
basis.

Response: In response to the Staff’s comment, the disclosure
has been revised on page 6.

Interests of Certain Persons in the Merger, page 6

8.                                      Comment:  Please quantify the aggregate amount of money that will be paid to
directors and executive officers in the merger.
Also, clarify here, if true, that there may be continuing employment
opportunities for executive officers in the new enterprise after the merger and
disclose the incentives to be paid to those executives.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 7.

Recent Developments, page 20

9.                                      Comment:  Please describe the acquisition amount and type of consideration used
to acquire Cornerstone Brands, Inc.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 22.

Risk Factors, page 21

10.                               Comment:  Please note that the information may be incorporated by reference into
the proxy statement only as permitted by items in Form S-4.  It appears that you are not eligible to
incorporate by reference under Item 3 of Form S-4.  Please revise to include the information
required by this Item, or provide us with your analysis as to why you believe
you can incorporate by reference.  Also, please
provide here the risk factors that you refer to in Appendix E, as necessary.

3

Response:  In response to the Staff’s comment, the
disclosure has been revised on pages 23 and 29-39.

IAC is controlled by Mr. Diller…, page 24

11.                               Comment:  Please describe the voting arrangement in more detail, including the
number and percentage of shares and voting power held by the various parties.

Response:  In response to the Staff’s comment, the
disclosure has been revised on pages 26 and 27.

Solicitation of Proxies, page 30

12.                               Comment:  We note that proxies may be solicited by mail, telephone or
internet.  Confirm that you will file all
written soliciting materials, including any scripts to be used in soliciting proxies
by personal interview or telephone.

Response:  Ask Jeeves has advised the Company that it
confirms that it will file all written soliciting materials, including scripts,
with the Commission to the extent required by the Securities Exchange Act of
1934 and the rules promulgated thereunder.

The Merger, page 31

13.                               Comment:  We note your disclosure at the December 3, 2004 meeting the board
discussed reviewing strategic alternatives.
Please revise to disclose any alternatives you considered.  Also revise to expand upon any alternative
transactions discussed with the three alternate parties.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 44 of the Amended Registration
Statement to clarify that no specific alternatives were considered by the Ask
Jeeves Board of Directors at its December 3, 2004 meeting.  In addition, the disclosure has been revised
where applicable to expand the discussion of alternate transactions to the
extent discussed with the three alternate parties.  See the revised disclosure on pages 46
through 50 of the Amended Registration Statement.

14.                               Comment:  Generally, revise this section to provide more complete description of
the matters discussed and conclusions reached at Ask Jeeves’ board meetings.  Three examples, among several, of areas which
should be expanded are (i) with regard to the January 27 special meeting
discussing potential strategic transactions with the first, second and third
alternate parties—what conclusions were reached with respect to these parties;
(ii) with regard to the February 24 special meeting where Allen & Company
updated the board on the status of discussions with IAC and the likelihood of
receiving a firm offer in the near future—what was the status and what was the

4

likelihood; and (iii) with regard to the
March 15 alternate cash and stock structure proposed by Mr. Kaufman—what was
the proposal and why was it less desirable?

Response:  In response to the Staff’s comment, the
disclosure has been revised on pages 46-49.

15.                               Comment:  Please describe what occurred with respect to the second and third
alternate parties’ interest in Ask Jeeves between March 17 when the second
alternate party contacted Allen & Company to express its interest in a
transaction and the March 18 decision to accept IAC’s offer.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page 50.

16.                               Comment:  Please state clearly, if true, that the offer from IAC is the highest offer
you received.  If not, disclose the
higher offer and explain in detail why it was not accepted.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page 50 to clarify that the IAC offer was the only
formal offer that Ask Jeeves received.

Recommendation of the Ask Jeeves Board of Directors,
page 36

17.                               Comment:  It is not clear from the presentation whether the board conducted
financial analysis or merely relied on the fairness opinions provided by Allen
& Company and Citigroup.  Please
clarify.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page 53.

18.                               Comment:  Please revise to include the “additional factors” listed on page 37 in
one of two lists.  One of the lists
should be factors that favor the merger and the other factors that do not favor
the merger.

Response:  In response to the Staff’s comment, the disclosure
has been revised on pages 52-54.

19.                               Comment:  In this regard, the factors supporting or not supporting the merger must
be explained in enough detail for investors to understand.  Conclusory statements or listing of
generalized areas of consideration, such as “historical information concerning
the respective businesses” and “current financial market conditions” should be
expanded upon to explain how they were taken into account for this
transaction.  You will need to revise
this section to explain how each of the factors listed support or do not
support the decision to approve the merger.

5

Response:  In response to the Staff’s comment, the disclosure
has been revised on pages 52-54.

Opinions of Ask Jeeves’ Financial Advisors, page 39

20.                               Comment:  Please disclose why the board chose to hire two financial
advisors.  Also, disclose the amounts
known or estimated to be received by Allen & Company and Citigroup and
their affiliates for services rendered to the Company for the previous two
years.  See Item 1015(b) of Regulation
M-A.

Response:  In response to the Staff’s comment, the disclosure
has been revised on page [•].

21.                               Comment:  Please supplementally send us a copy of the board book and any other
materials prepared by Allen & Company and Citigroup to assist the board in
evaluating the transaction.  Also,
provide us with a copy of the engagement letters.

Response:  Ask Jeeves has informed the Company that
Allen & Company and Citigroup will be sending to the Staff under
separate cover copies of their respective engagement letters and Board Books
that were delivered to the Ask Jeeves board of directors.

22.                               Comment:  To the extent Allen & Company and Citigroup relied on management
projections in their analyses, these projections should be disclosed in this
filing.

Response: Ask
Jeeves has informed the Company that although in the course of their respective
due diligence each of Allen & Company and Citigroup reviewed certain
Ask Jeeves’ projections, Ask Jeeves has been advised by Allen & Company and
Citigroup that neither relied upon any of such projections in its analysis.

Opinion of Allen & Company LLC, page 39

23.                               Comment:  Please describe the relationships, discussed on page 40, between Allen
& Company and IAC and Ask Jeeves and the potential conflicts of interest
arising from these relationships in the risk factors section.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 62.

24.                               Comment:  Please revise the discussion of the various analyses used by Allen
& Company so that recipients of the proxy statement/prospectus can
understand exactly what each analysis indicates.  What are they used to show?  We offer some additional guidance in the
comments below.  As a general matter, for
each analysis, please provide sufficient explanation of each step of the
analysis and its conclusion such that

6

an investors will understand how
this analysis supports a conclusion that the transaction is fair.

Response:  In response to the Staff’s comment, the
disclosure has been revised.  See page 56
through 61 (with respect to the opinion of Allen & Company) and pages 62
through 73 (with respect to the opinion of Citigroup).

25.                               Comment:  Also, for each analysis, indicate what
observations or conclusions the Ask Jeeves board reached with respect to the
information that these calculations provide.

Response:  Ask Jeeves has informed the Company that its
board of directors did not make any specific observations or reach any specific
conclusions with respect to any of the individual analyses presented by their
financial advisors, but rather the board of directors reviewed and digested the
analyses in their totality in reaching the board’s conclusions with respect to
the advisability of the merger.  The
disclosure has been revised on page 54 to reflect the foregoing.

Analysis of Historical Trading Activity, page 40

26.                               Comment:  To assist an investors understanding of the Historical Trading
Analysis, please revise to use a graphical or tabular format.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 56.

Analysis of IAC Based on its Business Segments, page
41

27.                               Comment:  Please clarify what OIBA refers to in the first column.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 57.

Analysis of Premium Paid in Comparable Merger
Transactions, page 42

28.                               Comment:  When you speak of an implied premium that the instant exchange ratio
represents to comparable merger transactions, disclose the price implied by
this exchange ratio.

Response:  In response to the Staff’s comment, the
disclosure has been revised on page 58.

7

Analysis of Premium Reflected in the Exchange Ratio,
page 42

29.                               Comment:  If Allen & Company calculated the premium of the merger
consideration in comparison to additional average closing prices besides the 30
day trailing average (for instance, 90 day and 180 day trailing averages),
please disclose these figures also.

Response:  Ask Jeeves has informed the Company that
neither Allen & Company nor Citigroup compared the premium of the merger
consideration to the average closing prices for any other or longer period of
time than the 30 day trailing average.

30.                               Comment:  Include a textual discussion explaining the point of the graphs on page
43.  In particular, describe how the
instant transaction compares to others included in the survey.  Also, explain what you mean by the statement
that the instant exchange ratio indicates a premium “within the range of
premiums paid in the comparable merger transactions”—it appears that this
transaction falls at the lower end of each of the ranges provided.

Response:  In response to the Staff’s comment, the
disclosure has been revised.  See pages 58
through 59 (with respect to the opinion of Allen & Company) and pages 69
through 71 (with respect to the opinion of Citigroup).

Analysis of Selected Comparable Merger Transactions…,
page 44

31.                               Comment:  Describe the criteria used to select comparable companies.

Response:  In response to the Staff’s comment, the
disclosure has been revised.  See page 61
(with respect to the opinion of Allen & Company) and page 66 (with
respect to the opinion of Citigroup).

32.                               Comment:  Discuss the results of Allen & Company’s comparable transaction
analysis.  For instance, how does this
transaction compare to the low, mean and high.

Response

CORRESP
1
filename1.htm

  Susan C. Block

  Office of Mergers & Acquisitions

  Division of Corporation Finance

  Securities and Exchange Commission

  450 Fifth Street, N.W.

  Washington, DC
  20549-0303

  June 2, 2005

Re:                  IAC/InterActiveCorp

                                   Form S-4 filed on April 26, 2005

                                   File No. 333-124340

Dear Ms. Block:

IAC/InterActiveCorp (the “Company”) has filed with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the
Registration Statement on Form S-4 filed by IAC on April 26, 2005 (the
registration statement, as amended, the “Registration Statement”).  The Company hereby acknowledges to the staff
(the “Staff”) of the Commission the following:

The Company’s disclosure in the Registration Statement
is the responsibility of the Company.
The Company acknowledges that Staff comments or changes in response to
Staff comments in the proposed disclosure relating to the Company in the Registration
Statement may not be asserted as a defense in any proceeding which may be
brought by any person against the Company with respect to this matter.  The Company also represents to the Commission
that should the Commission or the Staff, acting pursuant to delegated
authority, declare the Registration Statement effective, such action does not
foreclose the Commission from taking any action with respect to the Registration
Statement, and the Company represents that it will not assert this action as a
defense in any proceeding initiated by the Commission or any person against the
Company under the federal securities laws of the United States.

The Company further acknowledges that the action of
the Commission or the Staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective does not relieve the Company
from its legal responsibility for the material adequacy and accuracy of
disclosures relating to the Company in the Registration Statement.

*              *              *

  Very truly yours,

  IAC/InterActiveCorp

  By:

  /s/ Gregg Winiarski

  Name:

  Gregg Winiarski

  Title:

  Vice President and Assistant General Counsel

  cc:

  Brett Robertson,
  Esq.

  Ask Jeeves, Inc.

  Peter T.
  Heilmann

  Gibson, Dunn
  & Crutcher

  David C. Karp,
  Esq.

  Wachtell,
  Lipton, Rosen & Katz

2