UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 11-K


ý

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2011

or

o

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                              

Commission file number 0-20570



A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:

IAC/InterActiveCorp Retirement Savings Plan

B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:

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



REQUIRED INFORMATION

        1.     Not applicable.

        2.     Not applicable.

        3.     Not applicable.

        4.     The IAC/InterActiveCorp Retirement Savings Plan (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Attached hereto as Appendix I is a copy of the most recent financial statements and supplemental schedule of the Plan prepared in accordance with the financial reporting requirements of ERISA.


EXHIBIT INDEX

  23.1   Consent of Ernst & Young LLP.

i



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 22, 2012   IAC/InterActiveCorp Retirement Savings Plan

 

 

By:

 

/s/ MICHAEL H. SCHWERDTMAN

Senior Vice President and Controller
(Chief Accounting Officer)
IAC/InterActiveCorp

ii



Appendix I

Financial Statements and Supplemental Schedule

        IAC/InterActiveCorp Retirement Savings Plan—December 31, 2011 and 2010 and Year Ended December 31, 2011 with Report of Independent Registered Public Accounting Firm.

iii



IAC/InterActiveCorp Retirement Savings Plan

Table of Contents

 
  Page
Number
 

Report of Independent Registered Public Accounting Firm

    1  

Financial Statements:

       

Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010

    2  

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2011

    3  

Notes to Financial Statements

    4  

Supplemental Schedule:

       

Schedule H, Line 4i—Schedule of Assets (Held at End of Year) as of December 31, 2011

    12  

Exhibit:

       

Consent of Ernst & Young LLP

       

iv



Report of Independent Registered Public Accounting Firm

The Administrative Committee
IAC/InterActiveCorp Retirement Savings Plan

        We have audited the accompanying statements of net assets available for benefits of the IAC/InterActiveCorp Retirement Savings Plan (the "Plan") as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in its net assets available for benefits for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

        Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at year end) as of December 31, 2011 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information is the responsibility of the Plan's management. The information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

    /s/ ERNST & YOUNG LLP

New York, New York
June 22, 2012

 

 

1



IAC/InterActiveCorp Retirement Savings Plan

Statements of Net Assets Available for Benefits

 
  December 31,  
 
  2011   2010  

Assets

             

Cash

  $ 1,012   $ 606  

Investments, at fair value

    103,808,500     103,125,495  

Receivables:

             

Notes receivable from participants

    1,442,047     1,372,264  

Participant contributions

    110,403     465,540  

Employer contributions

    110,383     182,633  
           

Total receivables

    1,662,833     2,020,437  
           

Net assets available for benefits, at fair value

    105,472,345     105,146,538  

Adjustment from fair value to contract value for interest in a common collective trust fund related to fully benefit-responsive investment contracts

    (59,656 )   (208,640 )
           

Net assets available for benefits

  $ 105,412,689   $ 104,937,898  
           

   

See accompanying notes to financial statements.

2



IAC/InterActiveCorp Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

 
  Year Ended
December 31, 2011
 

Additions to net assets attributed to:

       

Contributions:

       

Participant contributions

  $ 14,318,137  

Employer contributions

    4,846,035  

Participant rollover contributions

    1,668,332  
       

Total contributions

    20,832,504  
       

Investment (loss) income:

       

Net realized and unrealized depreciation in fair value of Plan investments

    (5,715,003 )

Dividend, interest and other income

    2,423,976  
       

Total investment loss

    (3,291,027 )
       

Net additions

    17,541,477  
       

Deductions from net assets attributed to:

       

Benefits paid to participants

    12,691,926  

Transfers to other plans

    4,193,834  

Administrative expenses

    180,926  
       

Total deductions

    17,066,686  
       

Net increase in net assets available for benefits

    474,791  

Net assets available for benefits—beginning of year

    104,937,898  
       

Net assets available for benefits—end of year

  $ 105,412,689  
       

   

See accompanying notes to financial statements.

3



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements

1. Description of the Plan

        The following description of the IAC/InterActiveCorp Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Summary Plan Description ("SPD") for a more complete description of the Plan's provisions.

General

        The Plan is a defined contribution plan covering substantially all employees of IAC/InterActiveCorp ("IAC" or the "Company") and certain affiliated companies. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

Contributions

        Participants can make pre-tax contributions and/or Roth 401(k) contributions ranging from 1% to 50%, and after-tax contributions ranging from 1% to 10%, in each case, of their compensation (as defined in the Plan document) through payroll deductions. Participant contributions are subject to the annual limitation established by the Internal Revenue Service ("IRS"). For 2011, the IRS limited the annual tax-deferred contribution to $16,500 for each participant. The Plan allows participants age 50 or older to make additional tax-deferred catch up contributions. For 2011, the IRS limited these annual catch up contributions to $5,500 for each participant. Other IRS limits exist for certain highly compensated employees participating in the Plan. The Plan permits rollover contributions from other qualified plans; however, rollover contributions are not eligible for the Company matching contribution. Participants can direct their contributions to any of the Plan's investment options and may generally change their investment options on a daily basis. Participants 18 years of age or older are eligible to participate upon commencement of service (as defined in the Plan document).

        All newly hired employees of the Company are automatically enrolled in the Plan, with pre-tax contributions of 4% (3% prior to July 1, 2011) directed into the various Alliance Bernstein Retirement Stock Funds based on their expected year of retirement commencing approximately 90 days after the date of their first paycheck. Newly hired employees are notified of their automatic enrollment in advance and may elect to change their investment option, contribution percentage or not to participate in the Plan prior to the first automatic deferral.

        The Company contributes an amount equal to 50% of the first 6% of compensation that a participant contributes in each payroll period to the Plan. The Company may also make a discretionary contribution of funds annually, which, if applicable, would be determined by the Company's Board of Directors (or a Committee thereof). For the year ended December 31, 2011, the Company made discretionary contributions of $346,706 to the Plan. The discretionary contributions were made by the Company as some participants elected to make their own contributions at a pace that did not allow them to maximize the full benefit of the Company match. Company matching contributions and discretionary contributions are directed to the investment options of the Plan based upon the respective participant's investment election.

Participant Accounts and Allocations

        Each participant's account is credited with the participant's contribution, the Company's matching contribution and the Company's discretionary contribution, if any, as well as an allocation of Plan earnings (losses). Allocations of Plan earnings (losses) are based on participant account balances in relation to total fund account balances, as defined in the Plan document. Fees charged for participant

4



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

1. Description of the Plan (Continued)

loans and distributions are allocated directly to that participant's account. The benefit to which each participant is entitled is the vested portion of each such participant's account.

Vesting

        Participant contributions are fully vested at the time of contribution. Generally, participants are 100% vested in the Company matching contributions (plus actual earnings thereon) after two years of credited service. Certain participants who were employees in plans that were merged into the Plan have different vesting periods for Company matching contributions. In these cases, participants should refer to the applicable merged Plan documents for a complete description of vesting provisions.

Forfeitures

        Company matching contributions that do not vest become forfeitures. Forfeitures are first made available to reinstate previously forfeited account balances of qualifying participants who have left the Company and have subsequently returned, in accordance with applicable law. Remaining amounts, if any, are used to reduce prospective Company matching contributions and discretionary contributions, to fund corrective action necessary to remedy the failure of non-discrimination testing and to pay Plan expenses. Cumulative forfeited non-vested accounts totaled $271,226 and $270,895 at December 31, 2011 and 2010, respectively. The amount of forfeitures used to reduce Company matching contributions totaled $363,475 for the year ended December 31, 2011. The amount of forfeitures used to reduce the employer contributions receivable at December 31, 2011 totaled $279,322.

Notes Receivable from Participants

        Generally, participants may borrow from their accounts a minimum of $1,000, up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. With the exception of loans used to purchase a primary residence, which can have terms of up to 15 years, loan terms are limited to a maximum of five years. Any loans that have been transferred into the Plan from a previous plan are subject to the initial terms of the loan. Loans are secured by the balance in the participant's account and bear interest at a rate commensurate with commercial prevailing rates as determined by the Plan Administrator. Principal and interest are paid ratably through regular payroll deductions. Upon termination of employment, any outstanding loans are due and payable within 90 days following the termination date. Interest rates on outstanding loans range from 4.25% to 9.25%, with maturity dates through June 29, 2026.

Payment of Benefits

        Upon retirement, termination of employment, death, disability, financial hardship or attainment of age 591/2, participant vested accounts are distributable in the form of a lump sum payment or substantially equal installments of cash as elected by the participant. Participant vested account balances of more than $5,000 may be left in the Plan as elected by the participant. Participant distributions may not be deferred past April 1 of the calendar year following the year in which the participant attains age 701/2. Participant vested account balances of less than $5,000 but more than $1,000 may be automatically rolled over into an individual retirement account ("IRA") unless the participant elects otherwise. Participant vested account balances of $1,000 or less will be automatically distributed in a lump sum. Participants reaching the age of 591/2 may elect to withdraw some or all of

5



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

1. Description of the Plan (Continued)

their vested account balance while still employed. Participants' pre-tax contributions may be withdrawn earlier, subject to certain hardship withdrawal provisions of the Plan. Generally, participants who have made after-tax contributions may elect to withdraw some or all of their vested account balance with no limit on the number of withdrawals of this type.

Plan Termination

        Although the Company has expressed no intent to terminate the Plan, in the event that the Plan is terminated by the Company, all amounts credited to the participants' accounts would become 100% vested and the net assets would be distributed to participants.

Administrative Expenses

        Substantially all of the administrative expenses are borne by the Plan unless the Company elects to pay such expenses.

2. Summary of Significant Accounting Policies

Basis of Accounting

        The accompanying financial statements have been prepared on the accrual basis of accounting.

        The Plan holds shares of a common collective trust that has investments in fully benefit-responsive investment contracts. These investment contracts are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The accompanying statements of net assets available for benefits present the fair value of the investment as well as the adjustment of the investment in the common collective trust fund from fair value to contract value related to fully benefit-responsive investment contracts. The accompanying statement of changes in net assets available for benefits is prepared on a contract value basis.

Use of Estimates

        The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.

Investment Valuation and Income (Loss) Recognition

        The Plan's investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for a discussion of fair value measurements.

        Purchases and sales of investments are recorded on a trade-date basis. Dividend income is recorded on the ex-dividend date and interest income is recorded when earned.

6



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Notes Receivable from Participants

        Notes receivable from participants are recorded at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based on the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2011 and 2010.

Benefit Payments

        Benefit payments are recorded when paid.

3. Investments

        The Plan's investments (including investments purchased, sold and held during the year) (depreciated) appreciated in fair value as follows:

 
  Year Ended
December 31, 2011
 

Investments in registered investment companies

  $ (6,826,294 )

Investment in IAC/InterActiveCorp common stock

    763,719  

Investment in common collective trust fund

    347,572  
       

Total net realized and unrealized depreciation in fair value of Plan investments

  $ (5,715,003 )
       

        The following are investments that represent 5% or more of the Plan's net assets:

 
  December 31,  
 
  2011   2010  

Schwab Stable Value Fund

  $ 8,581,916   $ 8,290,061  

Fidelity Contrafund

    8,108,090     8,215,490  

Schwab S&P 500 Index Fund

    7,710,428     6,715,865  

PIMCO Total Return D Fund

    6,103,096     5,284,843  

Alliance Bernstein 2040 Retirement Stock Fund

    5,707,894     5,865,198  

Allianz AGIC International Growth Institutional Fund

    *     5,889,317  

Allianz NFJ International Value Institutional Fund

    *     5,278,015  

*
Fair value did not exceed 5% of the Plan's net assets available for benefits at year end.

4. Fair Value Measurements

        The Plan categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

7



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

4. Fair Value Measurements (Continued)

        The shares of registered investment companies, the self-directed brokerage account (which invests primarily in common stocks, cash equivalents and registered investment companies) and the IAC/InterActiveCorp common stock fund are valued at quoted market prices at year end. The fair value of the common collective trust fund is based on the net asset value ("NAV") reported by the administrator of the Schwab Stable Value Fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. There have been no changes in the valuation methodologies used at December 31, 2011 and 2010.

        The preceding valuation methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes the valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

        The following tables present the Plan's assets that are measured at fair value on a recurring basis. There are no Plan assets that are measured on a recurring basis using Level 3 inputs.

 
  December 31, 2011  
 
  Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Total
Fair Value
Measurements
 

Investments in registered investment companies:

                   

Large Cap

  $ 27,361,918   $   $ 27,361,918  

Blended Funds

    24,078,264         24,078,264  

International

    12,252,683         12,252,683  

Income Funds

    9,036,200         9,036,200  

Mid Cap

    8,881,135         8,881,135  

Small Cap

    8,276,090         8,276,090  

Investment in common collective trust fund

        8,581,916     8,581,916  

Investment in self-directed brokerage account

    2,611,862         2,611,862  

Investment in IAC/InterActiveCorp common stock

    2,728,432         2,728,432  
               

Total

  $ 95,226,584   $ 8,581,916   $ 103,808,500  
               

8



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

4. Fair Value Measurements (Continued)

 

 
  December 31, 2010  
 
  Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Total
Fair Value
Measurements
 

Investments in registered investment companies:

                   

Large Cap

  $ 26,559,132   $   $ 26,559,132  

Blended Funds

    23,680,555         23,680,555  

International

    14,185,709         14,185,709  

Mid Cap

    9,747,089         9,747,089  

Small Cap

    8,767,122         8,767,122  

Income Funds

    7,898,718         7,898,718  

Investment in common collective trust fund

        8,290,061     8,290,061  

Investment in self-directed brokerage account

    2,383,559         2,383,559  

Investment in IAC/InterActiveCorp common stock

    1,613,550         1,613,550  
               

Total

  $ 94,835,434   $ 8,290,061   $ 103,125,495  
               

5. Income Tax Status

        The Plan received a determination letter from the IRS dated October 5, 2011, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes that the Plan conforms to ERISA requirements and continues to qualify as tax exempt under the Code. Accordingly, no provision for income taxes has been included in the Plan's financial statements.

        Accounting principles generally accepted in the United States require Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2011, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2008.

6. Transfers to Other Plans

        On December 1, 2010, IAC exchanged (on a tax-free basis) the stock of a wholly-owned subsidiary that held the Company's Evite, Gifts.com and IAC Advertising Solutions businesses and $217.9 million in cash for substantially all of Liberty Media Corporation's ("Liberty") equity stake in IAC. As a result of this transaction and pursuant to a Transition Service Agreement, dated December 1, 2010, between

9



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

6. Transfers to Other Plans (Continued)

the Company and Liberty, the Plan continued to cover substantially all employees of Evite, Gifts.com and IAC Advertising Solutions until June 1, 2011, after which the net assets available for benefits of the employees of these businesses were transferred out of the Plan to a separately established plan maintained by Liberty.

        On January 31, 2011, IAC contributed The Daily Beast to a newly formed venture with Harman Newsweek called The Newsweek/Daily Beast Company. IAC and Harman Newsweek operate The Newsweek/Daily Beast Company jointly. As a result of this transaction the net assets available for benefits of the employees of The Daily Beast were transferred out of the Plan on June 1, 2011.

7. Related-Party Transactions

        Certain Plan investments consist of common stock of IAC, the Plan sponsor, and shares of registered investment companies and a common collective trust managed by Schwab Retirement Plan Services, Inc., the Plan's record keeper. Therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the recordkeeping and administrative services amounted to $56,164 for the year ended December 31, 2011.

8. Certain Risks and Uncertainties

        The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits.

9. Reconciliation of Financial Statements to Form 5500

        The following is a reconciliation of the statements of net assets available for benefits between the financial statements and Form 5500:

 
  December 31,  
 
  2011   2010  

Net assets available for benefits per the financial statements

  $ 105,412,689   $ 104,937,898  

Adjustment from fair value to contract value for interest in a common collective trust fund related to fully benefit-responsive investment contracts

    59,656     208,640  
           

Net assets available for benefits per Form 5500

  $ 105,472,345   $ 105,146,538  
           

10



IAC/InterActiveCorp Retirement Savings Plan

Notes to Financial Statements (Continued)

9. Reconciliation of Financial Statements to Form 5500 (Continued)

        The following is a reconciliation of the statement of changes in net assets available for benefits between the financial statements and Form 5500:

 
  Year Ended
December 31, 2011
 

Total additions per the financial statements

  $ 17,541,477  

Change in adjustment from fair value to contract value for interest in a common collective trust fund related to fully benefit-responsive investment contracts

    (148,984 )
       

Total income per Form 5500

  $ 17,392,493  
       

10. Subsequent Event

        After a review of Plan investments by the Company, effective March 30, 2012 and May 15, 2012, various investment options under the Plan were changed to better align to the investment guidelines of the Plan.

11



IAC/InterActiveCorp Retirement Savings Plan
Supplemental Schedule
E.I.N. 59-2712887 Plan No.: 001
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2011

(a)
  (b)
Identity of Issuer, Borrower, Lessor, or
Similar Party
  (c)
Description of Investment Including
Maturity Date, Rate of Interest,
Collateral, Par or
Maturity Value
  (e)
Current Value
 
*   Schwab Stable Value Fund   Common Collective Trust Fund   $ 8,581,916  
    Fidelity Contrafund   Registered Investment Company     8,108,090  
*   Schwab S&P 500 Index Fund   Registered Investment Company     7,710,428  
    PIMCO Total Return D Fund   Registered Investment Company     6,103,096  
    Alliance Bernstein 2040 Retirement Stock Fund   Registered Investment Company     5,707,894  
    Allianz AGIC Growth Administrative Fund   Registered Investment Company     4,677,437  
    Allianz AGIC International Growth Institutional Fund   Registered Investment Company     4,622,014  
    Allianz NFJ International Value Institutional Fund   Registered Investment Company     4,498,182  
    Alliance Bernstein 2035 Retirement Stock Fund   Registered Investment Company     4,005,104  
    BlackRock Equity Dividend Fund   Registered Investment Company     3,985,672  
    BlackRock U.S. Opportunities Fund   Registered Investment Company     3,777,736  
    Alliance Bernstein 2045 Retirement Stock Fund   Registered Investment Company     3,574,053  
    Columbia Small Cap Growth Fund   Registered Investment Company     3,335,688  
    Loomis Sayles Investment Grade Bond Fund   Registered Investment Company     2,933,104  
    Hartford Capital Appreciation II Fund   Registered Investment Company     2,880,291  
    Alliance Bernstein 2030 Retirement Stock Fund   Registered Investment Company     2,849,070  
*   IAC/InterActiveCorp Common Stock Fund   Stock Fund     2,728,432  
    Fidelity Low-Priced Stock Fund   Registered Investment Company     2,695,093  
    Personal Choice Retirement Account   Self-Directed Brokerage Account     2,611,862  
    Allianz NFJ Small Cap Value Institutional Fund   Registered Investment Company     2,506,956  
    Alliance Bernstein 2050 Retirement Stock Fund   Registered Investment Company     2,484,643  
    Royce Low-Priced Stock Fund   Registered Investment Company     2,433,446  
    Janus Adviser Perkins Mid Cap Value Fund   Registered Investment Company     2,408,306  
    Alliance Bernstein 2020 Retirement Stock Fund   Registered Investment Company     1,848,414  
    Alliance Bernstein 2025 Retirement Stock Fund   Registered Investment Company     1,524,038  
    Columbia Acorn International Fund   Registered Investment Company     1,193,361  
    Lazard Emerging Markets Open Equity Fund   Registered Investment Company     1,011,900  
    Artio International Equity Fund   Registered Investment Company     927,226  
    Alliance Bernstein 2000 Retirement Stock Fund   Registered Investment Company     598,867  
    Alliance Bernstein 2015 Retirement Stock Fund   Registered Investment Company     479,489  
    Alliance Bernstein 2010 Retirement Stock Fund   Registered Investment Company     398,402  
    Invesco Global Real Estate Class A Fund   Registered Investment Company     337,395  
    Alliance Bernstein 2055 Retirement Stock Fund   Registered Investment Company     197,117  
    Alliance Bernstein 2005 Retirement Stock Fund   Registered Investment Company     73,778  
*   Notes receivable from participants   Interest rates ranging from 4.25% to 9.25% with maturity dates through June 29, 2026     1,442,047  
               
    Total investments, at fair value(1)       $ 105,250,547  
               

*
Party-in-interest as defined by ERISA.

(1)
Total investments per the Statement of Net Assets Available for Benefits excludes Notes receivables from participants.

Note:    Cost information has not been included in column (d), because all investments are participant-directed.

12