Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 1 of 9 PageID 399
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`Exhibit A
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`

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`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 2 of 9 PageID 400
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`As filed with the Securities and Exchange Commission on November 8, 2012
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`
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`
`
`
`
`
`FORM 10-Q
`
`(cid:1) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
`OF 1934
`
`For the Quarterly Period Ended September 30, 2012
`Or
` TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
`OF 1934
`
`For the transition period from__________to__________
`Commission File No. 0-20570
`
`
`
`IAC/INTERACTIVECORP
`(Exact name of registrant as specified in its charter)
`
`
`
`59-2712887
`Delaware
`(I.R.S. Employer
` (State or other jurisdiction of
`Identification No.)
`incorporation or organization)
` 555 West 18 th Street, New York, New York 10011
` (Address of registrant's principal executive offices)
` (212) 314-7300
`(Registrant's telephone number, including area code)
`
`Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
`Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
`(2) has been subject to such filing requirements for the past 90 days. Yes (cid:1) No
`
`Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
`Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
`period that the registrant was required to submit and post such files). Yes (cid:1) No
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
`reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
`Exchange Act. (Check one):
`
`Large accelerated filer (cid:1)
`
`Accelerated filer Non-accelerated filer
` (Do not check if a smaller
`reporting company)
`
`Smaller reporting company
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (cid:1)
`
`As of October 19, 2012 , the following shares of the registrant's common stock were outstanding:
`
`Common Stock
`
`82,665,959
`
`

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`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 3 of 9 PageID 401
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`performance-based stock units ("PSUs"). At September 30, 2012 , there are no warrants outstanding. For the three and nine months
`ended September 30, 2012 , approximately 0.3 million and 0.7 million shares, respectively, related to potentially dilutive securities are
`excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and
`nine months ended September 30, 2011 , approximately 0.8 million and 1.3 million shares, respectively, related to potentially dilutive
`securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
`
`(b) At September 30, 2012, there were approximately 2.3 million PSUs included in the calculation of diluted earnings per share, as their
`performance conditions have been met. Prior to September 30, 2012, no PSUs were included in diluted earnings per share. For the
`three and nine months ended September 30, 2012 , approximately 0.6 million PSUs are excluded from the calculation of diluted
`earnings per share. For the three and nine months ended September 30, 2011 , approximately 3.3 million PSUs are excluded from the
`calculation of diluted earnings per share.
`
`NOTE 9—SEGMENT INFORMATION
`
`The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent
`with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment
`management, and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments
`are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic
`characteristics or, in the case of Other, do not meet the quantitative thresholds that require separate presentation.
`
`
`
`
`
`
`Revenue:
`Search & Applications
`Match
`Local
`Media
`Other
`Inter-segment elimination
`
`Total
`
`
`
`
`
`Operating Income (Loss):
`Search & Applications
`Match
`Local
`Media
`Other
`Corporate
`
`Total
`
`
`
`
`$
`
`$
`
`
`$
`
`$
`
`Three Months Ended
`September 30,
`
`
`2012
`
`
`370,227 $
`178,190
`84,314
`52,736
`29,064
`(61 )
`714,470 $
`
`2011
`
`
`
`
`(In thousands)
`
`258,875 $
`132,328
`80,124
`18,692
`27,023
`(158 )
`516,884 $
`
`Three Months Ended
`September 30,
`
`
`2012
`
`2011
`
`
`69,036 $
`56,078
`7,343
`(13,178 )
`(2,685 )
`(38,561 )
`78,033 $
`
`19
`
`
`
`
`(In thousands)
`
`45,508 $
`36,677
`7,324
`(2,837 )
`(1,648 )
`(38,284 )
`46,740 $
`
`Nine Months Ended
`September 30,
`
`
`2011
`
`2012
`
`
`1,062,187 $
`530,883
`245,938
`107,015
`89,899
`(240 )
`2,035,682 $
`
`731,054
`360,354
`231,465
`51,811
`88,442
`(625 )
`1,462,501
`
`Nine Months Ended
`September 30,
`
`
`2011
`
`2012
`
`
`216,593 $
`143,083
`22,802
`(27,152 )
`(6,581 )
`(110,471 )
`238,274 $
`
`144,780
`101,105
`22,484
`(10,545 )
`(3,891 )
`(111,626 )
`142,307
`
`

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`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 4 of 9 PageID 402
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`Exhibit 31.1
`
`
`
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`
`
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`I, Gregory R. Blatt, certify that:
`
`Certification
`
`1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2012 of IAC/InterActiveCorp;
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
`to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
`period covered by this report;
`
`3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
`respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
`report;
`
`4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
`defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
`Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
`
`a)
`
`b)
`
`c)
`
`d)
`
`Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
`our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
`known to us by others within those entities, particularly during the period in which this report is being prepared;
`
`Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
`designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
`preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
`
`Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
`about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
`such evaluation; and
`
`Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
`registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially
`affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
`
`5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
`reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the
`equivalent functions):
`
`a)
`
`b)
`
`All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
`which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
`information; and
`
`Any fraud, whether or not material, that involves management or other employees who have a significant role in the
`registrant's internal control over financial reporting.
`
`
`
`Dated: November 8, 2012
`
`
`
`
`
`/s/ GREGORY R. BLATT
`
` Gregory R. Blatt
`Chief Executive Officer
`
`

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`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 5 of 9 PageID 403
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`Exhibit 31.2
`
`I, Barry Diller, certify that:
`
`Certification
`
`1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2012 of IAC/InterActiveCorp;
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
`to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
`period covered by this report;
`
`3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
`respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
`report;
`
`4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
`defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
`Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
`
`a)
`
`b)
`
`c)
`
`d)
`
`Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
`our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
`known to us by others within those entities, particularly during the period in which this report is being prepared;
`
`Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
`designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
`preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
`
`Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
`about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
`such evaluation; and
`
`Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
`registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially
`affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
`
`5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
`reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the
`equivalent functions):
`
`a)
`
`b)
`
`All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
`which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
`information; and
`
`Any fraud, whether or not material, that involves management or other employees who have a significant role in the
`registrant's internal control over financial reporting.
`
`
`
`
`
`/s/ BARRY DILLER
`Barry Diller
`Chairman and Senior Executive
`
`
`
`
`
`Dated: November 8, 2012
`
`
`
`
`
`
`
`

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`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 6 of 9 PageID 404
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`Exhibit 31.3
`
`I, Jeffrey W. Kip, certify that:
`
`Certification
`
`1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2012 of IAC/InterActiveCorp;
`
`2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
`to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
`period covered by this report;
`
`3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
`respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
`report;
`
`4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as
`defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
`Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
`
`a)
`
`b)
`
`c)
`
`d)
`
`Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
`our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
`known to us by others within those entities, particularly during the period in which this report is being prepared;
`
`Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
`designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
`preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
`
`Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions
`about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
`such evaluation; and
`
`Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
`registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially
`affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
`
`5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
`reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the
`equivalent functions):
`
`a)
`
`b)
`
`All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
`which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
`information; and
`
`Any fraud, whether or not material, that involves management or other employees who have a significant role in the
`registrant's internal control over financial reporting.
`
`
`
`Dated: November 8, 2012
`
`
`
`
`
`
`
`
`
`
`/s/ JEFFREY W. KIP
`Jeffrey W. Kip
`Executive Vice President & Chief Financial Officer
`
`

`
`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 7 of 9 PageID 405
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`CERTIFICATION PURSUANT TO
`18 U.S.C. SECTION 1350,
`AS ADOPTED PURSUANT TO
`SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
`
`Exhibit 32.1
`
`I, Gregory R. Blatt, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
`
`(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 of IAC/InterActiveCorp (the "Report") which this
`statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
`U.S.C. 78m or 78o(d)); and
`
`(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
`IAC/InterActiveCorp.
`
`Dated: November 8, 2012
`
`
`
`
`
`
`
`
`
`/s/ GREGORY R. BLATT
`
` Gregory R. Blatt
`Chief Executive Officer
`
`
`
`

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`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 8 of 9 PageID 406
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`CERTIFICATION PURSUANT TO
`18 U.S.C. SECTION 1350,
`AS ADOPTED PURSUANT TO
`SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
`
`Exhibit 32.2
`
`I, Barry Diller, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
`
`(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 of IAC/InterActiveCorp (the "Report") which this
`statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
`U.S.C. 78m or 78o(d)); and
`
`(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
`IAC/InterActiveCorp.
`
`Dated:
`
`November 8, 2012
`
`
`
`
`
`
`
`
`
`
`
`
`/s/ BARRY DILLER
`Barry Diller
`Chairman and Senior Executive
`
`
`
`

`
`Case 2:12-cv-02833-JPM-tmp Document 40-3 Filed 02/22/13 Page 9 of 9 PageID 407
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`Exhibit 32.3
`
`
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`CERTIFICATION PURSUANT TO
`18 U.S.C. SECTION 1350,
`AS ADOPTED PURSUANT TO
`SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
`
`I, Jeffrey W. Kip, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
`
`(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012 of IAC/InterActiveCorp (the "Report") which this
`statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15
`U.S.C. 78m or 78o(d)); and
`
`(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
`IAC/InterActiveCorp.
`
`
`
`
`
`/s/ JEFFREY W. KIP
`Jeffrey W. Kip
`Executive Vice President & Chief Financial Officer
`
`
`
`Dated: November 8, 2012