Tom McInerney - EVP, CFO Doug Lebda - President, COO Barry Diller - Chairman, CEO

Mark Mahaney - Citigroup Justin Post - Merrill Lynch Anthony Noto - Goldman Sachs Safa Rashtchy - Piper Jaffray Michael Millman - Soleil Securities Doug Anmuth - Lehman Brothers Heath Terry - Credit Suisse Herman - Deutsche Bank Derek Newman - JP Morgan Robert Peck - Bear Stearns

Ladies and gentlemen thank you for standing by and welcome to the IAC first quarter earnings conference call. (Operator Instructions) I would now like to turn the conference over to Tom McInerney, Executive Vice President and Chief Financial Officer. Please go ahead.

Thank you and good morning. Joining me on this call is Doug Lebda, President and COO; and Barry Diller, Chairman and CEO. As you know, we may during this call, discuss our outlook for future performance. These forward-looking statements typically are preceded by words such as we expect, we predict, we believe, or similar statements. Also, you are aware that there are risks and uncertainties associated with these forward-looking statements, and our results could be materially different from the views expressed today. Some of these risks have been set forth in our earnings release filed earlier today with the SEC and our other publicly filed reports. We will also discuss certain non-GAAP measures, and I refer you to our press release and the Investor Relations section of our website for all comparable GAAP measures and full reconciliations. After I highlight our financial results, Doug and Barry will each make some comments before we open up the call for questions. For the quarter, revenue increased 36% to $1.6 billion, and operating income before amortization grew by 42% to $158.2 million. Excluding the results of Ask and Cornerstone, both of which we did not own in the year-ago period; and excluding transaction expenses and inter-company eliminations related to the spin-off, each of which reduced our corporate and other line on a year-over-year basis; Q1 revenue increased 11%, operating income before amortization grew by 12%, and operating income increased 8%. Adjusted EPS was $0.31 for the quarter, compared to $0.22 in the year-ago period. I point you to the press release for GAAP net income, and GAAP EPS figures, each of which was affected by the inclusion of Expedia as a discontinued operation in the year-ago period, as well as some certain other items outlined. For the three months ended March 31, free cash flow decreased to $62 million from $156 million in the year-ago period. This decrease is primarily due to the timing of the tax refund received in last year's Q1. This, plus capital expenditures related to our new headquarters; along with the inclusion of Cornerstone, which had negative free cash flow in the first quarter, as it builds inventory for the spring selling season and was not included in the year-ago period; reduced our Q1 free cash flow. I also want to point out that in accordance with the adoption of FAS 123-R, which impacts the GAAP classification of excess tax benefits from stock-based awards, our year-over-year comparison of operating cash flows and free cash flows will be adversely affected in 2006. Free cash flow for the full year of 2005 included $153 million of excess tax benefits from stock-based awards, $4.2 million of which was recorded in the first quarter of last year. Despite this new reporting classification, there is no change in economic substance, and we'll footnote these amounts each period. Looking forward, as we outlined last quarter, free cash flow for the full year 2006 will reflect some of the above effects, including a higher amount of net tax paid for the year, although the quarterly effect may be uneven. We expect the second and third quarters to be relatively more favorable on a comparative basis, and Q4 to be less favorable. We really think you have to look at this on an annual basis. Over the course of the year, we expect to see relatively stronger free cash flow than Q1 would indicate. To turn to the operating results, let me first address the three principal operating areas which are currently the most dynamic. The first is our retailing sector generally and HSN specifically. For the quarter, HSN's overall top line declined 2.6%, and margins contracted due to gross margin pressures and certain operating expense increases. On our Q4 call in early February, and again in late March, I spoke about the headwinds at HSN. As we look at the business, we continue to believe it is strategically important and fundamentally sound with plenty of opportunity. That said, we have clearly had execution challenges which we believe we are addressing, to which Doug will speak further. Notwithstanding our long-term confidence, because the negative trends in Q1 have continued through April, we remain cautious about the near-term. Due to the planning and inventory cycles inherent in this business, you shouldn't expect an immediate recovery. Despite good performance at Cornerstone, which will be fully anniversaried in Q2, we expect our total U.S. retailing segment to show modest year-over-year profit declines in the second quarter, with the contraction at HSN outweighing gains at Cornerstone. The second business I'll address is Lending. Going into the year, we anticipated a worsening mortgage market, and that certainly occurred. As discussed last quarter, we planned to increase Lending's marketing to capture share. And we did both of these things. Demand remains strong, with [Crank] transmitted QFs up 28% and revenue up 58%. But because our close rates declined more than anticipated in a tough market, our marketing costs grew much faster than revenue, leading to an operating income before amortization decline of 16%. Doug will speak further to our key operating initiatives in this business. From a spending perspective, we're recalibrating our marketing and other investment levels, and we think the twin objectives of share and profit growth are achievable for the year but the macro environment obviously remains dynamic, so this will require great execution. There is a bit of a lag effect between this recalibration of spending levels and the benefit hitting the P&L, and thus, we currently expect for Q2, healthy revenue growth, albeit it likely not at Q1 levels; with profits down year-over-year, and margins that are sequentially stable. Third, let me speak to our media sector and specifically Ask. On a pro forma basis, IAC Search and Media, which was previously known as AskJeeves, grew revenue by 9%, attributed largely to query volume growth in the U.S. offset by lower revenue per query, due primarily to our reduced monetization, which lowered the amount of paid advertising on Ask.com. As you know, we are taking a long-term view of this business from an operating perspective, and we've said that we're not running the business for profit growth this year. In fact, we're spending what we think is necessary to take this business to the next level. Near term, we expect Q2 profits to be sequentially flattish. Midway through Q3, which happens to be a seasonally slow quarter for Ask, our reduced monetization efforts from a year ago will start to anniversary. So it really won't be until Q4 and into next year, when we should see the beginnings of financial growth. While the three businesses I've just touched on are not seeing profit growth currently, our other largest businesses, including ticketing, vacations, and personals, are seeing very positive traction. Ticketmaster picked up where it left off in 2005, growing revenues by 16%, with ticket sales remaining strong in concerts and sporting events, which collectively make up more than half of Ticketmaster's business. In Q1, worldwide ticket sales increased 12%, and international revenue grew 25%, excluding the impact of foreign exchange. International acquisitions, primarily in Australia where we purchased the remaining interest in our joint venture in April, 2005 accounted for a quarter of ticketings overall revenue growth. Vacation's top line grew 8% year-over-year, benefiting from 5% growth in members, and profit growth was 10%, helped by a 19% increase in online confirmations. Interval continues to be competitively strong and a rock solid contributor to our growth in free cash flow. Personals grew revenues and operating income before amortization by 35% and 10% respectively. On the Q4 call, I said that Match would follow a similar pattern of marketing spend as it did in 2005.This approach brought the business so much success last year, where we marketed strongly in a seasonally important Q1 and enjoyed accelerated margins as the year progressed. We followed this pattern thus far in 2006, particularly overseas, and the results have been positive, with worldwide paid subscribers up 23% in Q1, with a 20% increase in our international base. I want to spend a minute talking about our corporate expense line. It ran higher than normal throughout the first half of 2005, due to both spin-off expenses, and to certain accounting effects related to the pulling of Expedia into discontinued operations. This was the principal driver of the year-over-year improvement in this line, as the year-ago period reflected $12.1 million from these effects. We'll see this favorable comparison through Q2 before it mitigates in Q3 and goes away entirely in Q4. Going forward, and all things being equal, we are likely to achieve more normalized expense levels in this line, consistent with what we saw in the back half of last year. While operationally, our continued investments in Ask and elsewhere, along with the headwinds at LendingTree and HSN, will affect most immediately our Q2 growth rates, we believe certain of the operating initiatives Doug will address to have positive aspects on the back half of the year. Turning to the balance sheet. During the quarter we repurchased approximately 4.2 million shares at an average price of $29.12. Since the conclusion of the quarter we bought an additional 3.4 million shares through April 28th, at an average price of $29.41. Our actions with respect to buybacks remain consistent with our commitment to put our capital to work either through investments in the business, acquisitions, or share repurchases and currently we see opportunities primarily in investing in our own business and our own stock. We finished the quarter with cash and securities of $2.4 billion and pro forma net cash and securities of $1.5 billion. So our balance sheet remains very strong. With that, Doug will make some remarks.

Thanks, Tom. In the first few months of my new role, I've observed firsthand the enormous value and potential within IAC. I've also seen things that we can clearly do better, and we're very focused on a handful of key initiatives in each business. I'll spend a few moments highlighting some of our biggest priorities with the exception of Ask, which Barry will discuss. First is retailing. Our overall focus there is to get HSN back on track. HSN had good years in 2003 and 2004 with solid growth, share gains against QVC, and improved overall execution. Beginning in the first half of 2005 with the Cornerstone acquisition and management turnover, the business failed to leverage that momentum and find a real merchandising rhythm. I've spent a lot of time at HSN and have come to know the people, all of whom have enormous energy and passion for the business. As you know, we've got fantastic distribution into 90 million homes, nearly 5 million active consumers and greater than 25% online penetration. So the good news is that we have a solid business with very good people. But we clearly recognized and took action against some key priorities. Our first priority was to bring in some great new management, and we've done that with Rob Gruen, our new EVP of merchandising, who has been on board for only about seven weeks; and most recently, with Mindy Grossman, coming on board as CEO of IAC Retailing. Let's face it. This business begins and ends with products. When you put great products on air, they sell. Rob is doing the heavy lifting of making sure that the 200-plus items we sell on television each and every day are compelling, differentiated, and intelligently priced. And, ensuring our product mix ties to a rigorous merchandising strategy based on an intimate knowledge of our customers' needs, wants, and desires. Some of the other key initiatives in retailing focus online, including expanding the assortment on HSN.com, particularly with the Cornerstone products, and beginning online marketing to attract new customers. Additionally, Cornerstone has a host of initiatives under way to grow online sales. Already, catalogs like Garnet Hill, Smith & Noble, and TravelSmith have more than 40% of their sales coming from the web, but all of the Cornerstone brands have a lot more online opportunity to tap. The theme in ticketing is to capitalize on its already strong momentum. Ticketmaster is a gem. The combination of a powerful business model, consistent execution, and great people make this an outstanding business for us. As the leading player in a relatively mature market, our top focus has always been to optimize our core client relationships, while striving to provide consumers with absolute convenience and value-added services. Some of our key initiatives include first, reducing the number of unsold tickets at our client's venues. With the exception of big name shows, over 50% of most events tickets go unsold. Ticketmaster is doing a great job implementing new ways to help clients sell those tickets. In the first quarter alone, we sent 325 million e-mails to subscribers, who bought more than $40 million worth of tickets in response. Second, we're rolling out dynamic pricing with auctions to a greater degree. We're now auctioning thousands of tickets annually, and the pace is accelerating. Clients are increasingly responding favorably to auctions because they're able to more efficiently scale the house so that ticket prices are more in line with true market demand. Third, we're moving more aggressively into the secondary market with our exchange products. We continue to believe that we offer a better secondary market product for clients and consumers. Because we act as an event's primary market ticket seller acting on behalf of the venue promoter or team, we can ensure customers that they're purchasing a valid ticket, bringing legitimacy and trust to the after-market transaction by providing a safe, event-authorized transaction for consumers. Our team exchange product already has more than 40 clients on board. Our brand new ticket exchange product already has a handful of clients and 12,000 consumers who have registered for an account to resell tickets. The key for both of these is to drive client adoption higher. We're having hundreds of conversations with clients about how Ticketmaster is the winning alternative in this market. We believe we're already winning on the team side, and believe over time, we will win on the single ticket side. We're also generating new sources of growth internationally, as evidenced by our string of strong results. Ticketmaster currently operates in 11 international markets, along with affiliated business relationships as joint ventures or licensing arrangements in six more, and has development activities in several others, including China, where we've submitted a bid to ticket the 2008 Olympics in Beijing as part of a broader market entry strategy. Now, shifting to Lending, where we are in the midst of a cyclical contraction. According to the Mortgage Banker's Association, the overall market is projected to be $2.4 trillion in 2006, down from $2.8 trillion in 2005. The good news is that LendingTree has been gaining share, increasing revenue in the first quarter by 58% from the year-ago period, and our goal is clearly to gain more. The challenge is that growth is coming at a price. It is costing us about 50% more this year to get every customer than it did last year. Because interest rates are higher, and thus it's less compelling to refinance a home, conversion rates on our core mortgage products are lower. What we've been very pleased to see at LendingTree is that they've handled these challenges well and have put a number of aggressive initiatives in place to profitably grow share in a difficult environment. Some of these improvements are simply to the site to make it easier to use. We've added functionality like Click to Call, eliminating questions in the qualification process, and continuing to test forms and landing pages in order to optimize the consumer experience. We're also focused on purchase mortgage. We remain very intent on increasing our penetration in the purchase lending portion of the overall mortgage market. The MBA expects purchase mortgage to be flat in 2006, compared to refinance which is expected to be down 28%. We actually saw record purchase QF volume in March and while we're happy with that, conversion rates can certainly be better. To crack the code in purchase, we are, among other things, building up our base of purchase-only lenders who focus solely on converting purchase leads and continuing to improve our purchase incubation process to help consumers who have yet to find a home navigate the loan process. Finally, we're taking aggressive steps to improve our marketing efficiency by reallocating our resources and our spend to the most profitable channels online and offline, and pulling back on the channels that are not working. Shifting now to personals. In our personals business, there has been a real turn-around story and its results reflect great momentum. The team at Match is doing a wonderful job, and their priority is to strengthen our market leadership worldwide. Match is very focused on growth. They're doing this with great product, effective marketing, and win-win affiliate relationships. In fact, Match recently extended its online partnerships with AOL and MSN. The recent Dr. Phil advertising partnership and related Mind Find Bind add-on product are doing very well and lifting subscription growth faster than we originally expected. Chemistry.com was launched nationally in January and is geared to the more serious relationship market, where we hope to take share away from eHarmony. Initial results are solid with more than 650,000 consumers having completed Chemistry's distinctive personality test since its launch. Internationally, Match is working on securing leadership in the key markets, namely the U.K., France, and Germany; penetrating further small markets such as Sweden and Spain; and on entering entirely new markets such as China. Each country is unique and full of sprouting competitors, so it's certainly a challenge, but we are on a clear path. I will briefly mention our vacations business, the third largest contributor to IAC's profits and our gold standard with respect to operating leverage. Interval's primary focus right now is to continue executing with precision. Meanwhile, we're excited about its initiatives to elevate online penetration, which currently is 24%, to higher and more profitable levels as well as accelerating its international footprint. Nearly every one of our businesses in each of its markets has real opportunity for growth. We are working on business excellence and consumer-focused initiatives aimed at unlocking this potential. We're also working ever more closely with our operating leadership on IAC level initiatives as we continue on our path to becoming a more fully integrated operating company. We'll dive into these one-company initiatives more as the year progresses, but I will say that they're rooted in our belief that our success will not only be based on business synergies, but also about people and process synergies. So these initiatives are focused on building a world-class human resource function across the Company, unlocking best practices, and improving processes across all of our businesses. With that, Barry will now make some remarks.

Thank you. Well, you've heard enough numbers, context, and background from Doug and Tom so I'm not going to numb you with much more. With respect to HSN, I would just add that after years of backing and filling -- one step forward, half a step back -- we have finally hired a senior executive that's really seasoned, with wide and deep operating experience in every area of retailing. I believe we've taken the right steps. I recognize that results, not rhetoric, is what you're interested in, and that is not going to come in a flash. Two days ago the new regime began, and began with a mandate to drive the hell out of this business, short and long term, so we'll see. As to Ask.com, if I'm asked what's the right time to expect that our investment is going to begin to come through, I would say around the first quarter of '07. If I'm asked what progress we've made thus far, I'd say we've introduced the new Ask.com about two months ago, and I haven't heard a bad word since. Truth is, we've had overwhelmingly positive reaction, except for the deep Google loyalists, and we've gotten outstanding reviews from all corners. The site is what we wanted it to be, differentiated from the other search engines in ease and intuition to find what you're looking for; to find it better, find it faster. We began advertising Ask about six weeks ago and are going to step up the campaign over the next months. While it is too early to tell much, so far, so good. Share is growing. There's no denying that this is an ambitious initiative. If we pull it off, if the advertising transformation to online continues -- as me and every other bird brain thinks it will -- then we'll have plenty of earnings and added another large asset to the Company. So, with that, I think that we've given you enough data, as I say in context and all, and we ought to go to questions. So let us start that process.

(Operator Instructions) Our first question comes from Mark Mahaney from Citigroup. Please go ahead. Mark Mahaney - Citigroup: Great. Thank you very much. I would like to ask about two segments that don't necessarily get a lot of attention. First, the real estate business, It looks like you're trying to build out brokerages in parts of the country. How material of an investment will you make behind that effort? Secondly, on the vacations business, the results there actually increasingly look pretty impressive -- and they are sizable -- so is that 45% OIBDA margin in the fourth quarter sustainable? Can that increase going forward? In terms of the international growth there, is that something that you're just starting to tap? How big is that opportunity for you? Thank you very much.

Sure. Let me address the real estate business. First off, just to explain the brokerage model that we are undertaking, because it is very different than what you see in the rest of the market. The model is that centrally through the web and through call centers, you control the lead flows coming in, through marketing online and offline. Those leads are then transmitted over the phone and over the web to agents in the field. The nice thing about this model is it comes with substantially less capital expenditures than the traditional real estate model. It comes with, we think, a much higher conversion rate, much higher scalability, and importantly, much higher margins than traditional real estate. The economic model is that the house -- the brokerage, if you will -- keeps about two-thirds of the commission, and the agent gets about one-third of the commission. So we feel good about this. We're already live, reasonably substantially in two markets, we're about to be live in a total of four. The early results are very good. In Portland, since only the month of March, we've already gotten 30 homes under contract, and 12 new listings. Now, regarding the investment, my reaction to that would be the investment will continue at its current levels. It is definitely a long-term pay back here. But for now, we're very much in a testing mode, and we're going to get these four markets live. We're going to see how the model scales. Then we are going to read it before we evaluate and then go later but the early results are very, very encouraging.

Mark, to the interval question, I think it was clearly a great quarter. That business has been performing very strongly for us. We got it going, I think pretty much on all cylinders this quarter and it was nice to see the revenue growth, both in terms of member growth, as well as transactions growth, continued growth online. When you get any kind of a revenue growth of that business, you get pretty good flow-through. I think in general, the current levels of margins and some degree of increases year-over-year are sustainable, as we expect them to be. There are some seasonable effects and there are some things that happened in Q1 that I wouldn't say literally the 44% is sustainable. I think the general trend you're seeing in that business reflects the value they're providing to their clients, and to their consumers, and we feel pretty good about the outlook. I think the last part of your question was international, and that's been a very tough aspect of this business. On the one hand, it is a positive in that we've been able to drive those results without a real degree of compelling momentum. That gets into all sorts of regulatory and market-specific conditions. Suffice it to say the macro market has not been super receptive to time share development which is obviously the pre-condition to our participation. So we're still cautious on that, and longer term, that represents opportunity, but it requires some industry change that we have to wait and see on.

Thank you. Our next question comes from Justin Post from Merrill Lynch. Please go ahead. Justin Post - Merrill Lynch: If you look at HSN results, it looks like you listed three or four categories that underperformed your expectations. I remember last year, you were able to re-accelerate the growth after just one down quarter, I believe in the third quarter. Is this a broad-based problem? Or is it something that can reverse pretty quickly? I know you said it might take a while. What is your outlook? Do you feel like your viewers are spending more time on the channels or less, or how do you see that? Finally, as you move online, it is a very competitive environment online, especially on margins. How do you see HSN maintaining their strong gross margins?

I think the results were, as you pointed out, weak in the majority of classifications across Q1. So we got off to a tough start in some specific product categories that we thought we were driving it, specifically fitness in the first six weeks. I wish that were the only issue. As you say, it was broader-based than that. As I alluded to in my remarks, that has continued into April, and so we don't expect a very quick fix to that. I think the nature of the business, as you alluded to, looking in the past, is kind of multiple levels of execution. We certainly hope that through renewed focus, renewed energy, that the type of activity and energy that can come from a new leader, that we see a step up, an immediate kind of day-to-day execution. This is a business where product and sourcing is part of it but it is also about managing the grid and managing contingency and the types of things that are happening when you are producing 24 hours of live television. We certainly think some of that has been the driver behind the softness and that we think is correctible in reasonably short periods. To fundamentally change the merchandise and merchandise mix, which is the backbone of the service, the backbone of retail, as Doug alluded to, that tends to be a longer process. Sourcing cycles in this business can be anywhere from three months in certain classifications on the short end, to up to a year, on the longer end. So what we're looking for is gradual improvement in phases over coming quarters and I think that's the best we can kind of do on that at this point. But as we did say, that's in the context of the soft start in Q2. Online, online is competitive but it is also growing at, you know, 25% or 30%. There is no question that with frictionless consumer ability to move from site to site, everybody bidding on the same keywords and things like that, it is a competitive environment. But if you bring to it a real advantage which we do in terms of merchandising skills, our direct to consumer fulfillment scale and obviously the promotional elements of the network, we think there is real advantage. That's why we've been growing it north of 20% on a sustained basis. That's one of the reasons we continue to be optimistic about the business long-term.

For us, the online business is not analogous to other pure commerce online, low margin operations. I think as it relates to the HSN and the near-term, in addition to, it can't be said really any other way -- kind of screwing up the right out of the box January fitness, which had historically worked very well for HSN -- we also had imposed on HSN a kind of conservatism on the inventory side. That's why the category is spread, I think beyond that, in February and March. That's going to take a bit of time, as Tom said, to recoup. The focus is there, the energy is there, and when you get the products in, and you do have that, it does turn fairly quickly. Justin Post - Merrill Lynch: Thanks Barry. Comps were under-estimated for query volume for deliveries and searches in the first quarter. You can talk about your query volume? Has it picked up at all in March and April since you did the re-launch?

Yes, it has. Except for what happens to us every Easter, which is that because there are lots of very young people, school kids, using the service, which is a good thing, but during the Easter period, they don't use it as much, because they're doing whatever they're doing on their breaks. So we had a bit of a shortfall, but overall, when you take the whole period, yes, we have grown queries. Justin Post - Merrill Lynch: Thank you.

Thank you. Our next question comes from Anthony Noto from Goldman Sachs. Please go ahead. Anthony Noto - Goldman Sachs: Barry, I had a strategic question. There has been a lot of talk within the industry as it relates to Internet companies and search engines from the standpoint that these companies don't own the PC, they don't own the pipe or the network, they don't own the browser and they can potentially be cut off from distribution to the consumer. Do you worry about that strategically? If so, what are some of the things that you're doing at Ask to potentially solidify some toolbar deals or other strategic relationships? Tom, second question. I think you mentioned the pure organic growth number in revenue for the quarter was 11%. I think that excludes foreign currency. If we think about that 11% today, and the fact that your businesses are fairly big, and any new business probably won't be big enough to change that growth rate over time, how do you think about the longer term revenue growth beyond 2006 over a three-year time period? Do you think it is a high single-digit revenue growth business? Do you think it could be in the double digits still? Thanks.

As far as toolbars on Ask.com, this morning we closed a deal with Sony, to be on their small business toolbar, when they distribute their machines. We're working on lots of toolbar deals. I can't predict what will happen with them. I do, of course, have the same concerns everybody does, about IE7 coming out. I think there will be some restraint shown there. I do think it will be a multiple choice question but I do think that Microsoft has an imbedded advantage which is going to have some effect. All of that said, I also believe that it is not hard to do this. If you like something, you can make this switch. I think we're differentiated enough, our plan is to be even more differentiated, than the other search engines. That if you take a liking to it just like anything, you will get to it. So that's partly what we're doing in terms of our advertising, in terms of the messaging that we're making. I think we've been able to grow share on really daunting circumstances, where with Google as a verb, et cetera and all the stuff that you read about that; so I think we can continue to do that. For us again growing share off the small base we have is going to be very rewarding. So for us, going up in share, take whatever time it takes, has a greater weight for us than it does from other share gainers who have different issues to consider.

Anthony, on your second question, the 11% was the organic revenue growth, excluding Ask and Cornerstone. That was actually with the FX effect. So FX probably cost us another point to a point-and-a-half so it would have been 12%, 12.5% without the FX effects. I think longer term, obviously we have many, many growth opportunities, many initiatives, and what that consolidated overall growth rate looks like on the top line long term will really be a function of the relative mix of how will all these come through. How quickly can we get some degree of scale in real estate? How much can we move on Ask, et cetera? There is no one way to think about it. One of the ways I think about it is in our three large businesses, that have been around for 30 years, which are HSN, Interval and Ticketmaster, I think over the last several years, somewhat in fits and starts particularly with HSN recently, but in general, over the last three years, if you look at the revenue growth in those three businesses either individually or combined, it has been pretty darn solid. Anywhere from mid single-digits up well into the double digits. So if we can continue the execution and pursue the agenda in each of those businesses that we have, obviously fixing HSN, and then you start to layer in these earlier stage businesses, there's no question you get up into the double digit range. Then, how far and how quickly and over what pace, I don't know. Anthony Noto - Goldman Sachs: Great. Thank you.

Our next question comes from Safa Rashtchy from Piper Jaffray. Safa Rashtchy - Piper Jaffray: Good morning and thank you. A strategic question on the HSN side. I know in the past you have been defending HSN's inclusion as part of the InterActive portfolio, when it makes sense strategically in the long term. But it does appear, at least on the surface, that this is a very difficult business to manage, and a relatively low growth one. It is not clear whether the issues you're seeing are just one time and are structural and you will fix them and have nice 7% or 8% growth going forward or if they will come back to haunt you. It does appear that it is a fairly difficult one to manage, merchandise and inventory. Given that difficulty and low growth rate, can you share with us again your thoughts on why do you think it is important strategically for HSN to be part of InterActive?

I've always felt, and I think that that it is now coming into reality, evidence which is that as this broadband pipe expands, and as you get convergence of audio and video and text, that these shopping services are going to make a transition to very rich online, because I think there's going to be multiple screens in a house, and they will have all of this ability that I talked about. They will have one click ordering, and you will be able to not wait for the sweater to come up, but you will be able to call it up and you will be able to do all sorts of things. We have really great expertise in all of these lines in terms of shooting product, in terms of very wide, very deep inventory across almost every retail category. I think that is what is going to happen. The experiments in digital, so to speak, are in ITV, which are just beginning, we actually started I think the first one, haven't we in Hawaii, or in Honolulu?

Yes.

Starting in Hawaii is not, as we would say, a big market rollout, but in a sense it tells you it is not going to happen tomorrow but I don't think it is going to take more than three years before the home is equipped the way I spoke of, with multiple screens. So I very much think it is worth it. Also, this retail business that we run by the minute, it is a great discipline. It is not easy to manage. As I said, we had a pretty good run to gain market share, and then we fell back. I expect, I hope, Doug certainly drives this very much, alongside me, as does Mindy Grossman who just started, we're going to push this. I think it is right for InterActive. I think it is right for IAC and for what I absolutely believe is going to be the future of commerce, and of the systems that we've got. I think near term, and by near term, I mean growing throughout the balance of the year, getting back on track, starting to grow again, starting to take share, I think the short-term is good and I think the long term is really good. I think it is a very key part of the Company. Safa Rashtchy - Piper Jaffray: Okay. Thank you.

Our next question comes from Michael Millman from Soleil Securities. Michael Millman - Soleil Securities: Thank you. I wanted to follow-up on the viewership. What is happening to the viewership at HSN in terms of all the metrics you have at its disposal? I have a couple of other questions.

I think, Michael, given the nature of the service, where it tends to be people have it on and they're interacting with it and they're going on doing other things as opposed to dedicated viewing, where you sit and you watch a show for 30 minutes or 60 minutes, viewership has never been a meaningful metric and something we track. I would say when we look at other metrics of activity: customer base, frequency of different customer groups, things like that, I would say there is nothing that gives us any pause about longer term effects. The customer base is very solid, nearly 5 million. As Doug mentioned, our loyal base is there. As in any retail business, when you don't get that merchandise and the presentation of that merchandise right, people are on the margin not taking out their wallet and transacting with you just quite as frequently and you're not getting that growth. But nothing in the other metrics would indicate anything more fundamental.

By the way, just so everybody knows, I mean when you do have a product, a series of products, that audience is very much there. Very much there in 50,000 amount units, for certain products, very much there. The other day, for about 1,000 or 1.200 laptops -- I think I'm close to right on that -- For a tune of $9 million on the day.

Sounds right.

I think that's right. I don't think it is much off, if it is off, whatever. So it is there, when you have products. The one thing that is for certain, nothing is changed; nothing strategically or fundamentally or in terms of systems or anything is any different. The issue we had is totally an inventory product-based issue. The picture looks good. The other day, we sold -- what was it, Doug, on Sunday night, what was it?

Literally selling through handbags over $1,000 a pop on HSN, and selling them at roughly 50% more than they were expecting an I think this just really accentuates that product and other products that you see that this, as Barry has always said, is an item business. When you get a very good compelling unique item on air and you price it properly for the audience and for what it is worth, it sells very, very nicely. Michael Millman - Soleil Securities: A question on Lending. You show, at least in your cash flow, that there was $61.5 million, a gain on sale of loans held for sale was double last year. Can you explain what that is about? Are you holding on to some of these loans? Are there some MSRs involved here?

Nothing fundamentally changed. The actual calculation of that gain and looking at it quarter-over-quarter can change due to a lot of individual pricing effects, and a lot of specifics in terms of the mix and everything. The practice is absolutely the same. The minute we make a lock commitment, we immediately lay off that risk and sell it forward. But nothing changed in the practice whatsoever. Michael Millman - Soleil Securities: I will ask the non-PC question, and no one else has asked.

We like that. Depending, of course. Michael Millman - Soleil Securities: You can talk about what Berkowitz leaving --

Oh, sure. Michael Millman - Soleil Securities: Both to Ask and to Microsoft.

I'm certainly not going to say what it means to Microsoft. I don't have a clue. For many reasons, I don't have a clue. But as to Ask, Steve played it really from the time he came to Ask, and was one of the people who decided to buy [Tailman] Technology which is the basis of Ask search before it was really a Q&A. That was a great decision. He was very much responsible for ISH, et cetera. He did not really play a line role in the Ask.com operation in the sense of operating on a daily basis. It was really done by Jim Lanzone. The update for the product was created inside Ask.com. I'm absolutely convinced we won't skip a beat. Jim Lanzone is now essentially the chief executive of Ask.com. All of the other areas have really good leadership. Steve was definitely an asset to the Company, and I'm sorry that he decided to leave. But as far as our ability to operate, and grow the Company, I do not believe it will have an effect on what we do, but of course time will tell. Michael Millman - Soleil Securities: Thank you.

Our next question comes from Doug Anmuth from Lehman Brothers. Doug Anmuth - Lehman Brothers: Thank you. My question is regarding Ticketmaster. Can you provide some more detail on the trend in domestic ticket royalties over the last several quarters, including the year-over-year change in royalties per ticket? Also, what should we expect from Ticketmaster growth as the comps get tougher over the next few quarters? Thank you.

The business on the royalty side, has generally been the same this quarter, this year, and if you go back several years, I think I've been giving this answer since the late 90s. In general, as we continue to build that business, we continue to build services, we continue to drive the business online, build additional revenue streams, et cetera, we're looking to share more of that with our client partners, and we have done some of that. It is a very gradual and controlled increase. At the same time, we take costs out of other parts of the business, and drive operating leverage, so we have actually been able to drive up our bottom line margins while becoming a better partner for our clients. I would say that trend continues at exactly the same pace as it has happened in the past. We feel good about the fundamentals in that regard going forward. In terms of the comps, comps do get a little bit tougher, but the business feels pretty good. I mean there are a number of big acts that are slotted to go out. We have some stadium business that we didn't have last summer. Last year, there were some headline acts, the Stones, U2. This year it feels pretty broad, Madonna is going out, Bon Jovi the Tim McGraw-Faith Hill tour. So it is always hard to say, that is not a backlog business. The volume can move around. Shows and tours get added. Shows and tours can get pulled. So we've never had quite the degree of visibility you would expect. In general as we look at Q2 and beyond for the moment, it feels pretty healthy.

Our next question comes from Heath Terry from Credit Suisse. Heath Terry - Credit Suisse: I have a Ticketmaster question as well. If you could talk about the forward calendar for the concerts, sports. How do you think it shapes up versus last year's calendar? Also, growth that from that business. How much of it is going to come from the size of the total ticketing market versus price improvements or revenue per ticket opportunities there? Any thoughts that you have on the secondary market?

You may not have heard but I just said, last year we had some very large tours. The volume this year feels pretty broad-based and the forward calendar feels reasonably healthy, at least as much as we have visibility to it, it can move around. In general it feels reasonably healthy right now. In terms of the mix of the revenue growth, again, I would say it is consistent with what we've seen in prior periods. We have gotten low double-digit price increases on average, and we expect that to continue on a revenue per ticket or convenience and handling charge per ticket basis. Obviously a lot of this is driving volume. It is driving volume domestically, as well as internationally. I mean the nice thing about the Ticketmaster business this quarter as well as last year, is we have very balanced growth on a global basis. We added in Q1 several hundred clients, and lost a single-digit number. That obviously drives the volume as well as selling more of the tickets that have gone historically unsold or maybe were sold through box office outlets that we historically did not get a fee revenue on. In terms of the secondary market, you want to -- market, you want it address, that Doug?

Yes, in terms of the secondary market, I think it is safe to say we are still early in our days on secondary tickets and we do it with the cooperation of our clients. We feel very good. We've got a lot of clients signed up for it, as I said, on the teams and now the real challenge is to move into the single ticket business. We feel we've got the technology for it. We've clearly got the consumer audience for it. Now the one challenge is just making sure we continue to increase client adoption of that product and we think it will grow.

Secondary ticketing is going to grow over the next several years, there is no question about it. Variable pricing of ticketing is going to happen but that is probably somewhat further out. So a couple of more questions. Next question, please?

Thank you. Our next question comes from Jeetil Patel from Deutsche Bank. Herman - Deutsche Bank: A quick question for you about the LendingTree business. I noticed obviously there is a decrease in the conversion rate due to higher mix of purchase, mortgages versus the refinance side. What are you guys expecting in terms of the mixed shift for that in 2006, and longer term? As well as if there is any change in pricing on the QFs that you guys are transmitting these days.

Sure, I will address that. First off, the decrease in conversion rates, let's talk about it in refinance. Clearly, some of it is happening because of mix shift. But as I alluded to in my remarks earlier, we are seeing, because interest rates are higher, the case to refinance your mortgage is less compelling than it is when rates are lower. So we are seeing conversion rates inside of the refinance product be lower as well. So that's really what is driving that. Now, the good news is, when you go back to the basic math of the LendingTree business, it is an interplay between your conversion rates and what it is costing to you get customers. As we recalibrate our marketing spend, as we improve our online efficiency, as we continue to improve in search marketing and organic search, et cetera, we can keep that equation in balance and continue to grow. But we do need to recalibrate. In terms of pricing on the network side, we're not assuming making any changes in pricing going forward. We think our prices are fair and reasonable. We think we will leave them alone. That said, we continue to evaluate it constantly, and take some minor adjustments from time to time, but I don't see any now. Herman - Deutsche Bank: Does the purchase mix and transactions affect the amount of percentage that you guys close in-house? I believe it was roughly about 19% or so last year, that you guys closed in-house.

The purchase mixed shift would not really change what we close in-house. We are focused on growing the purchase team, as I talked about, the purchase incubation process internally as well as through our network. So no, that won't change it. We're very, very focused internally. The key reason for that is we basically felt that in order to, at the end of the day, really complete the play in purchase, we needed to have direct control over it. We continue to test and we continue to scale, and we continue to change that process to give something great for the consumer so that those loans actually close. Herman - Deutsche Bank: Got it. Just one last question on Ask.com. I was wondering if you can give us an update on the integration on some of the other properties, I believe you guys were testing, some of the Ask integration on Cornerstone. I just wanted an update on that, as well.

No, what we're really doing is, and we really have just begun this and some of the work that we've just seen, the prototype work for some of these integrations is just great. With all of our sites, we put Ask on all of the IAC transactional commerce sites in a good way. The real lift will come in, I think, some very unique things we are going to do with these 270 million people in our network every month. So stay tuned for that. That's just beginning. But the early work looks very good and the toolbars are all on and it is all efficiently done. As far as the other sites that are part of the Ask operation, which include iWon and Excite and My Way, individual work is being done on each one, which really hadn't been much done in past. Our Smiley business is just a smash. You say smileys and people say that sounds smiley -- but this is a business that last year did what specifically?

I don't think we have disclosed.

We don't do that?

It is a healthy growth.

You know what? It is tens of -- can I say that without anybody shooting me? Tens of millions --

You just did.

Thank you. Well, I guess I did. So that's just great. I mean we have so many different things going in these other businesses, I think, that are not the big initiative of establishing Ask.com as a global search engine, but I think over time they are going to be pretty robust. So I added a little more. So let's just go to the next question so we can try and service everyone.

Thank you. Our next question comes from Imran Kahn from JP Morgan. Derek Newman - JP Morgan: Hi, this is Derrick Newman on behalf of Imran. I had a question on the network versus proprietary revenue. Looking at the metrics, it looks like network revenue outgrew proprietary revenue. Is there any specific reason for this?

Derrick, it is really a composite of the multiplicity of the different businesses that are in search and media. When you look at the various pieces of it, I think probably a key driver is our U.K. business, which tends to be more proprietary than network, has had its challenges. That's one of the challenges we're addressing. I think we talked about that on earlier calls. That is probably the single biggest driver between it. Some of the other businesses which are doing well tend to have more network traffic than proprietary traffic, so it is really the sum composite of those individual business lines. I think it is more mix than anything specifically going on at Ask.com, for example. Derek Newman - JP Morgan: Barry, a quick follow-up, can you give us a sense on how the early marketing returns have done for ask.com?

I think they've done very well. Prior to Easter, we were up 25%, 35%, on daily volume. So I think it has done well. The truth is though, you're going to get an early bump, you always do from almost any kind of advertising. The real issue here is will we be able to retain? That's going to take a while. It is going to take I think much more marketing, but it is certainly going to take a while before we know that much. But all of the early stuff, every single early metric that we look at is good. Derek Newman - JP Morgan: Great. Thank you.

One more question, please.

Our final question comes from Robert Peck from Bear Stearns. Robert Peck - Bear Stearns: Hey, guys. Thanks for taking my question. Barry, if you think about Ask Jeeves and growing the market share north of 6% you have a couple of very interesting features that the others don't; some things like binoculars, which we like a lot. What sort of barriers to entry do you have to those technologies? How easy is it for Google to duplicate that type of thing? Part 2 is as we think of Yahoo being more of a media company and Google being more of a tech company, how does Web 2.0 fit into your strategy going forward? Do you ultimately need to follow along with some of the other products you're seeing those companies create, whether it be a Google base or a G-Pay or Yahoo's version of Paypal?

First of all, there are barriers of entry in this area, but they are pretty low. I mean you've got some patent protection in certain areas, but the truth is, a whistle here is going to probably be copied. The truth is, I think we're ahead of them. I think we've got a suite of things and we're going to keep pushing that. Because binoculars we think is really nice. But we really think that the smart answer, that contextual response, our [map] product I think, as most people think, is better than anybody else's. Our image product is absolutely -- anybody who looks for images on Ask and looks for images anyplace else; Ask blows it away. So while it can be copied, I think to copy the whole suite of differentiation is pretty hard to do. That's definitely our strategy, absolutely differentiation. What was the second part?

Web 2.0.

Web 2.0 -- almost ask anybody what it actually means, but if you're talking about the inter-mix of different products, yes, we are doing it. We do not plan to do a mail product. We don't think it is either necessary or appropriate for us. We think the space really is taken. We don't think we have very much to add in mail. We also think that they are really quite separate functions and I don't think not having mail is a big issue for us. We are going to be introducing probably three months, maybe six months, just to give us a little room to get it right, a news product that I think is going to be very, very robust. Robert Peck - Bear Stearns - Analyst One last follow-up there. As far as your ticketing endeavors, have you had any conversations with eBay or any impact that you see on eBay's ticketing business?

We've had conversations going back some time. We've never been able to really get anywhere. I mean eBay's got an okay ticketing business but essentially we've got the tickets, in most cases. so I don't really think we will ever be -- I shouldn't say ever -- but I doubt that we really will be. We are probably competitors to them. I don't know what is their share do you think? If it is even possible to know what it is, but it is certainly small.

Yes, I don't know the share, but obviously, we have the distribution, I mean Ticketmaster has a massive audience, and distribution is not the key. For us, the key in the secondary market is really working with our clients, since we do work with them closely, in the primary market, we need to do this in a concerted and coordinated fashion, and really working with them and doing it in a way that serves all party's objectives, from the artist side to the promoter's side on the music and also the teams on the sports side. We're further ahead on the sports side, with really good traction. We continue to sign up teams. We think we're gaining share there. As Doug and Barry said, we're now just beginning on the music side, essentially the single event ticket side.

If you have an authorized, trusted exchange place or a place where can do variable pricing or auctions and those types of things inside the Ticketmaster system and you do get the cooperation of the artists and the venues and all of that -- which we think eventually you will -- I would think that it will come us to rather than anyone else. Robert Peck - Bear Stearns: Thanks so much.

So thank you, all. We will be back to you in the next quarter. And in the meantime, I hope all goes safe and well for you.

Thank you. Ladies and gentlemen, that does conclude the IAC Q1 earnings conference call. You may now disconnect. Thank you for your participation.