##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-26659
 Move, Inc.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

95-4438337(I.R.S. Employer
    Identification No.)30700 Russell Ranch Road
    Westlake Village, California(Address of Principal
    Executive Offices)

91362(Zip
    Code)   Registrants telephone number, including area code:
 (805) 557-2300
  Securities
    Registered Pursuant to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value $.001 per share

The NASDAQ Stock Market LLCWarrants to purchase Common Stock, par value $.001 per share

The NASDAQ Stock Market LLC   Securities
    Registered Pursuant to Section 12(g) of the Act:
    None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do
    not check if a smaller reporting company)   Rule 12b-2 o þ
  Aggregate market value of voting common stock held by
    non-affiliates of the registrant as of June 30, 2008*

$
132,297,836Number of shares of common stock outstanding as of March 2,
    2009


153,104,160   *
    
    Based on the closing price of the common stock of $2.33 per
    share on that date, as reported on The NASDAQ Stock Market and,
    for purposes of this computation only, the assumption that all
    of the registrants directors, executive officers and
    beneficial owners of 10% or more of the registrants common
    stock are affiliates.  DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K,




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##### 





MOVE,
    INC.
  FORM 10-K
 For the Fiscal Year Ended December 31, 2008
  INDEX
  
  PagePART IItem 1.

Business


3Item 1A.

Risk Factors


9Item 1B.

Unresolved Staff Comments


16Item 2.

Properties


17Item 3.

Legal Proceedings


17Item 4.

Submission of Matters to a Vote of Security
    Holders


17PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


18Item 6.

Selected Financial Data


20Item 7.

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


21Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


39Item 8.

Financial Statements and Supplementary Data


41Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


82Item 9A.

Controls and Procedures


82Item 9B.

Other Information


85PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


85Item 11.

Executive Compensation


85Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


85Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


85Item 14.

Principal Accounting Fees and Services


86PART IVItem 15.

Exhibits and Financial Statement Schedules


86SIGNATURES


91EX-10.15EX-10.18EX-10.28EX-10.29EX-10.33EX-10.34EX-10.37EX-10.49EX-10.67EX-10.68EX-10.69EX-10.70EX-21.01EX-23.01EX-31.01EX-31.02EX-32.01EX-32.02EX-99.01    This Annual Report on
    Form 10-K
    and the documents incorporated herein by reference contain
    forward-looking statements based on our current expectations,
    estimates and projections about our industry, beliefs, and
    certain assumptions made by us. Words such as
    believes, anticipates,
    estimates, expects,
    projections, may, potential,
    plan, continue and words of similar
    import constitute forward-looking statements. The
    forward-looking statements contained in this report involve
    known and unknown risks, uncertainties and other factors that
    may cause our actual results to be materially different from
    those expressed or implied by these statements. These factors
    include those listed under Risk Factors,
    Business, Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    and elsewhere in this
    Form 10-K,
    and the other documents we file with the Securities and Exchange
    Commission (SEC), including our reports on
    Form 8-K
    and
    Form 10-Q,
    and any amendments thereto. Other unknown or unpredictable
    factors also could have material adverse effects on our future
    results. The forward-looking statements included in this Annual
    Report on
    Form 10-K
    are made only as of the date of this Annual Report. We cannot
    guarantee future results, levels of activity, performance or
    achievements. Accordingly, you should not place undue reliance
    on these forward-looking statements. Finally, we expressly
    disclaim any intent or obligation to update any forward-looking
    statements to reflect subsequent events or circumstances.
 2




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##### Table of Contents



PART I  Item 1.
    Business.  OVERVIEW
  ® ® ®
  ®
      
    Build the leading real estate search
    experience:  providing the greatest breadth and
    depth of property listings coupled with rich, timely
    neighborhood information in a superior, consumer-friendly search
    experience to enable us to be the most used real estate search
    engine and the most trusted consumer site.
    Integrate proprietary home and listings-related
    content:  integrating content such as neighborhood
    and community information to improve decision-making and the
    enjoyment of a home will enable us to convert real estate search
    users into recurring users and broaden our advertiser base.
    Improve relevance and effectiveness of
    advertising:  aggregating the largest audience of
    prospective and current homeowners and renters and understanding
    their behavior, demographics, needs and intent to allow us to
    deliver contextually relevant ads targeted to the right consumer
    at the right time.  Form 10-K.
    (805) 557-2300.
 3




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http://investor.move.com,
  REAL
    ESTATE SERVICES
  ® ® ®
  REALTOR.com®
  ® ®
    ® ®
    Showcase Listing Enhancements.
  Display ad products.
  
    Featured
    Homestm

    allows agents or brokers to more prominently display a limited
    number of their property listings on the
    REALTOR.com®

    web site by presenting them first in certain searches of their
    respective zip codes;
    Featured
    Agenttm,

    Featured
    Companytm

    and Featured
    Communitytm

    all provide the opportunity for agents or brokers to promote
    themselves and their services on
    REALTOR.com®

    in the form of banner advertising within a geographically
    targeted real estate audience; and 4




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
    Featured
    CMAtm

    allows agents or brokers to present consumers with information
    about their local market conditions and, in the process,
    recognize the value of contacting them for professional
    consultation and assistance.    Web sites.
  Top
    Producer®
  tm follow-up,
    tm tm
  Move®

    New Homes
    Showcase Listings.
  Featured Listings. cost-per-click
  Move®

    Rentals
    Showcase Listings.
 5




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##### Table of Contents



Featured Listings. cost-per-click
  CONSUMER
    MEDIA
  ®
  Media
  cost-per-click
  cost-per-lead
  COMPETITION
    Real
    Estate Services
  ®
  ® ®
   6




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##### Table of Contents



®
  Consumer
    Media
    SEASONALITY
    cost-per-click
  GEOGRAPHIC
    REGIONS
    INFRASTRUCTURE
    AND TECHNOLOGY
      ®
 7




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INTELLECTUAL
    PROPERTY
      
    it may be possible for a third party to copy or otherwise obtain
    and use our proprietary information without authorization, or to
    develop similar technology independently;
    we could lose the use of the
    REALTOR.com®

    trademark or the
    REALTOR.com®

    domain name, or be unable to protect the other trademarks or web
    site addresses that are important to our business, and therefore
    would need to devote substantial resources toward developing an
    independent brand identity;
    we could be subject to litigation with respect to our
    intellectual property rights or those of third parties providing
    us with content or other licensed material;
    we may be required to license additional technology and
    information from others, which could require substantial
    expenditures by us; and
    legal standards relating to the validity, enforceability and
    scope of protection of proprietary rights in Internet-related
    businesses are uncertain and continue to evolve, and we can give
    no assurance regarding our ability to protect our intellectual
    property and other proprietary rights.    EMPLOYEES
  ®
  AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K http://investor.move.com (000-26659), 1-800-SEC-0330. http://www.sec.gov
 8




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##### Table of Contents



Item 1A.
    Risk
    Factors.  You should consider carefully the following risk factors and
    other information included or incorporated by reference in this
    Form 10-K.
    The risks and uncertainties described below are not the only
    ones we face. Additional risks and uncertainties not presently
    known to us or that we deem to be currently immaterial also may
    impair our business operations. If any of the following risks
    actually occur, our business, financial condition and operating
    results could be materially adversely affected.
  Risks
    Related to our Business
  We
    have a history of net losses and could incur net losses in the
    future.
    The
    emergence of competitors for our services may adversely impact
    our business.
    We may not be able to continue to obtain
    more listings from MLSs and real estate brokers than other web
    site operators
    We may
    not be able to continue to obtain more listings from MLSs and
    real estate brokers than other web site operators.
  ® ®
 9




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® ® ®
  Our
    quarterly financial results are subject to significant
    fluctuations.
    Form 10-K,
  
    the level at which real estate agents, brokers, homebuilders and
    rental owners renew the arrangements through which they obtain
    our services;
    a continued downturn in the residential real estate market and
    the impact on advertising;
    the amount of advertising sold on our web sites and the timing
    of payments for this advertising; and
    the costs from pending litigation, including the cost of
    settlements.  Negative
    conditions in the global credit markets may continue to impair
    the liquidity of a portion of our investment
    portfolio.
  Form 10-K,
 10




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The
    mortgage, financial and credit markets have been and continue to
    experience unprecedented disruption, which have had, and are
    expected to continue to have, an adverse effect on our business,
    financial condition and results of operations.
        We
    could be required to expend substantial amounts in connection
    with continuing indemnification obligations to a purchaser of
    one of our businesses.
      We are
    and may continue to be involved in litigation and other
    disputes.
   11




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##### Table of Contents



Form 10-K.
    
    stop selling, incorporating or using services that use the
    challenged intellectual property;
    pay significant sums to obtain a license to the relevant
    intellectual property that we are alleged to infringe; and
    redesign those services that use technology that is the subject
    of an infringement claim.    We
    rely on intellectual property and proprietary
    rights.
    ® ® ®
    Our
    Series B Preferred Stock could make it more difficult for
    us to raise additional capital.
   12




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Our
    relationship with the NAR is an important part of our business
    plan and our business could be harmed if we were to lose the
    benefits of this agreement.
  ® ® ® ® ®
    
    we would need to obtain the consent of NAR if we want to acquire
    or develop another service that provides real estate listings on
    an Internet site or through other electronic means; any consent
    from NAR, if obtained, could be conditioned on our agreeing to
    conditions such as paying fees to NAR or limiting the types of
    content or listings on the web sites or service or other terms
    and conditions;
    we are restricted in the type and subject matter of, and the
    manner in which we display, advertisements on the
    REALTOR.com®

    web site;
    NAR has the right to approve how we use its trademarks, and we
    must comply with its quality standards for the use of these
    marks; and
    we must meet performance standards relating to the availability
    time of the
    REALTOR.com®

    web site.    ®
  
    the acquisition of us or RealSelect by another party without
    NARs consent;
    if traffic on the
    REALTOR.com®

    site falls below 500,000 unique users per month;
    a substantial decrease in the number of property listings on our
    REALTOR.com®

    site; and
    a breach of any of our other obligations under the agreement
    that we do not cure within 30 days of being notified by NAR
    of the breach.  ® ®
  We
    must dedicate significant resources to market our subscription
    products and services to real estate
    professionals.
   13




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Our
    future success depends largely on our ability to attract, retain
    and motivate qualified personnel.
    Our
    net operating loss carry forwards could be substantially limited
    if we experience an ownership change as defined in the Internal
    Revenue Code.
        Delaware
    law, our certificate of incorporation and bylaws, and other
    agreements contain provisions that could discourage a
    takeover.
   14




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##### Table of Contents



®
  Real
    Estate Industry Risks
  Our
    business is dependent on the strength of the real estate
    industry, which is both cyclical and seasonal and is affected by
    general economic conditions.
          We
    have risks associated with changing legislation in the real
    estate industry.
  ®
  Internet
    Industry Risks
  Our
    operations depend upon our ability to maintain and protect our
    computer systems.
   15




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We
    depend on continued improvements to our computer
    network.
    We
    could face liability for information on our web sites and for
    products and services sold over the Internet.
        Item 1B.
    Unresolved
    Staff Comments.   16




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##### Table of Contents



Item 2.
    Properties:    Square


LeaseLocation

Feet


ExpirationPrincipal executive and corporate office(C)(R)(M)

Westlake Village, CA


137,762



2010Technology facility(C)(R)(M)

Phoenix, AZ


8,114



2017Operations and customer service center(R)(M)

Scottsdale, AZ


46,182



2013Product development and marketing(C)(R)(M)

Campbell, CA


29,767



2013Welcome Wagon(R)(D)

Plainview, NY


48,148



2015Top
    Producer®(R)

Richmond, Canada


47,114



2011Enterprise(R)

Milwaukee, WI


16,817



2010Sales offices(M)

Manhattan, NY


6,000



2012       Item 3.
    Legal
    Proceedings.  Form 10-K, Form 10-K
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   17




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    High


Low2007First Quarter

$
6.69


$
5.22Second Quarter


5.59



3.80Third Quarter


4.55



2.36Fourth Quarter


3.08



2.202008First Quarter


3.22



1.62Second Quarter


3.47



2.23Third Quarter


3.16



2.00Fourth Quarter


2.33



0.642009First Quarter (up until March 2, 2009)


1.94



1.32     Dividends
  Form 10-K
  Stock
    Repurchases
    Recent
    Sales of Unregistered Securities
  Form 10-Q Form 8-K.
 18




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of SecuritiesWeighted Average


Remaining Available forNumber of Securities to


Exercise Price of


Future Issuance Underbe Issued Upon Exercise


Outstanding


Equity Compensation Plansof Outstanding Options,


Options, Warrants


(Excluding SecuritiesWarrants and Rights


and Rights


Reflected in Column (a)Plan Category

(a)


(b)


(c)(In thousands)





(In thousands)Equity compensation plans approved by security holders


27,092


$
3.31



13,451Equity compensation plans not approved by security holders


8,205


$
2.73



7,697Total


35,297


$
3.17



21,148   Equity
    Compensation Plan Information
      Non-Shareholder
    Approved Plans
  10-year
  1997-1998
  Form 10-K.
 19




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Form 10-K.
  Form 10-K. Form 10-K.
  Year Ended December 31,2008


2007


2006


2005


2004(In thousands, except per share amounts)Consolidated Statement of Operations Data:Revenue(1)

$
242,069


$
248,919


$
238,752


$
202,653


$
168,263Cost of revenue(1)


46,041



42,908



41,154



33,284



31,211Gross profit


196,028



206,011



197,598



169,369



137,052Operating expenses:Sales and marketing(1)


93,531



89,954



86,765



70,151



68,840Product and web site development(1)


26,342



34,656



31,969



21,257



15,111General and administrative(1)


75,945



71,434



68,865



71,861



58,071Amortization of intangible assets


756



761



699



1,296



5,601Restructuring charges(1)


4,412







(278
)


(1,331
)


1,316Impairment of long-lived assets(1)


1,670



4,824











Litigation settlement






3,900







1,750



2,168Total operating expenses


202,656



205,529



188,020



164,984



151,107Operating income (loss) from continuing operations


(6,628
)


482



9,578



4,385



(14,055
)Interest income, net


5,687



9,852



7,250



2,351



673Other income, net


1,091



1,493



17,274



530



935Income (loss) from continuing operations before income taxes


150



11,827



34,102



7,266



(12,447
)Provision for income taxes


(549
)


(501
)


(134
)






Income (loss) from continuing operations


(399
)


11,326



33,968



7,266



(12,447
)Gain on disposition of discontinued operations














855



7,294Loss from discontinued operations(1)


(27,165
)


(10,345
)


(11,863
)


(7,576
)


(2,733
)Net income (loss)


(27,564
)


981



22,105



545



(7,886
)Convertible preferred stock dividend and related accretion


(5,108
)


(4,977
)


(4,859
)


(408
)


Net income (loss) applicable to common stockholders

$
(32,672
)

$
(3,996
)

$
17,246


$
137


$
(7,886
)Basic income (loss) per share applicable to common stockholdersContinuing operations

$
(0.04
)

$
0.04


$
0.19


$
0.05


$
(0.09
)Discontinued operations


(0.18
)


(0.07
)


(0.08
)


(0.05
)


0.03Basic income (loss) per share applicable to common stockholders

$
(0.22
)

$
(0.03
)

$
0.11


$
0.00


$
(0.06
)Diluted income (loss) per share applicable to common stockholdersContinuing operations

$
(0.04
)

$
0.04


$
0.18


$
0.04


$
(0.09
)Discontinued operations


(0.18
)


(0.07
)


(0.07
)


(0.04
)


0.03Diluted income (loss) per share applicable to common stockholders

$
(0.22
)

$
(0.03
)

$
0.11


$
0.00


$
(0.06
)Shares used in calculation of income (loss) per shareBasic


151,952



154,524



151,170



147,175



136,518Diluted


151,952



154,524



163,394



182,548



136,518  20




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##### Table of Contents



(1)
    
    The following chart summarizes the stock-based compensation and
    charges that have been included in the following captions for
    the periods presented:  Year Ended December 31,2008


2007


2006


2005


2004(In thousands)Cost of revenue

$
144


$
130


$
140


$



$
Sales and marketing


758



1,309



1,765



291



301Product and web site development


566



1,181



1,339







General and administrative


9,231



11,083



11,262



824



518Impairment of long-lived assets






570











Total from continuing operations


10,699



14,273



14,506



1,115



819Total from discontinued operations


135



514



1,169







Total stock-based compensation and charges

$
10,834


$
14,787


$
15,675


$
1,115


$
819   December 31,2008


2007


2006


2005


2004(In thousands)Consolidated Balance Sheet Data:Cash and short-term investments

$
108,935


$
175,613


$
157,848


$
152,322


$
59,859Total assets


292,007



282,528



285,949



249,026



150,504Obligation under capital lease


339



2,167



4,071



1,005



2,765Series B convertible preferred stock


106,297



101,189



96,212



91,349



Total stockholders equity

$
67,839


$
104,477


$
101,452


$
61,924


$
57,393   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  Overview
  Our
    History
  ®
  Our
    Business
   21




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##### Table of Contents



® ®
  ®
    Business
    Trends and Conditions
    
    Market and economic conditions.  In recent
    years, the U.S. economy has experienced low interest rates,
    and volatility in the equities markets. Through 2005, housing
    starts remained strong, while the supply of apartment housing
    generally exceeded demand. For a number of years prior to 2007,
    owning a home became much more attainable for the average
    consumer due to the availability of flexible mortgage options,
    which required minimal down payments and provided low interest
    rates. During this period, home builders spent less on
    advertising, given the strong demand for new houses, and
    homeowners who were looking to sell a home only had to list it
    at a reasonable price in most areas of the U.S. to sell in
    60 days or less. Conversely, demand for rental units
    declined and apartment owners did not spend as much money on
    advertising, as they have sought to achieve cost savings during
    the difficult market for rentals. These trends had an impact on
    our ability to grow our business.       22




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##### Table of Contents




    Evolution of Our Product and Service Offerings and Pricing
    Structures.  Real Estate Services segment:
  ®
  ® ® cost-per-click
    Consumer Media segment:
  ®
  Acquisitions
    and Dispositions
  ®
     23




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##### Table of Contents



®
  For the Year Ended December 31,2008


2007


2006Revenue

$
31,452


$
44,250


$
51,632Total operating expenses


(41,027
)


(51,521
)


(63,495
)Restructuring charges


(1,584
)






Impairment of long-lived assets


(16,006
)


(3,074
)


Loss from discontinued operations

$
(27,165
)

$
(10,345
)

$
(11,863
)     December 31,2007Total current assets

$
6,524Property and equipment, net


2,736Goodwill and other assets


15,157Total assets of discontinued operations

$
24,417Total current liabilities of discontinued operations


5,429Total liabilities of discontinued operations

$
5,429   Critical
    Accounting Policies, Estimates and Assumptions
       24




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##### Table of Contents



Revenue
    Recognition
      00-21,
    Advertising Revenue
  Software Revenue
  Allowance
    for Doubtful Accounts
    Valuation
    of Long-term Investments
   25




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##### Table of Contents



Valuation
    of Goodwill, Identified Intangibles and Other Long-lived
    Assets
      Stock-Based
    Compensation
      Legal
    Contingencies
  Form 10-K. agreed-upon
  Results
    of Operations
   26




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##### Table of Contents




    execute our business model, including changes to that model;
    respond to highly competitive developments;
    attract, retain and motivate qualified personnel;
    implement and successfully execute our marketing plans;
    continue to upgrade our technologies;
    develop new distribution channels; and
    improve our operational and financial systems.  Form 10-K. ®
  Year Ended December 31,2008


2007


2006(In thousands)Consolidated Statement of Operations Data:Revenue

$
242,069


$
248,919


$
238,752Cost of revenue(1)


46,041



42,908



41,154Gross profit


196,028



206,011



197,598Operating expenses:Sales and marketing(1)


93,531



89,954



86,765Product and web site development(1)


26,342



34,656



31,969General and administrative(1)


75,945



71,434



68,865Amortization of intangible assets


756



761



699Restructuring charges


4,412







(278
)Impairment of long-lived assets(1)


1,670



4,824



Litigation settlement






3,900



Total operating expenses


202,656



205,529



188,020Operating income (loss) from continuing operations


(6,628
)


482



9,578Interest income, net


5,687



9,852



7,250Other income, net


1,091



1,493



17,274Income from continuing operations before income taxes


150



11,827



34,102Provision for income taxes


(549
)


(501
)


(134
)Income (loss) from continuing operations


(399
)


11,326



33,968Loss from discontinued operations(1)


(27,165
)


(10,345
)


(11,863
)Net income (loss)


(27,564
)


981



22,105Convertible preferred stock dividend and related accretion


(5,108
)


(4,977
)


(4,859
)Net income (loss) applicable to common stockholders

$
(32,672
)

$
(3,996
)

$
17,246  27




---



##### Table of Contents



(1)
    
    The following chart summarizes the stock-based compensation and
    charges that have been included in the following captions for
    the periods presented:  Year Ended December 31,2008


2007


2006(In thousands)Cost of revenue

$
144


$
130


$
140Sales and marketing


758



1,309



1,765Product and web site development


566



1,181



1,339General and administrative


9,231



11,083



11,262Impairment of long-lived assets






570



Total for continuing operations


10,699



14,273



14,506Total for discontinued operations


135



514



1,169Total stock-based compensation and charges

$
10,834


$
14,787


$
15,675   Year Ended December 31,2008


2007


2006(In thousands)As a Percentage of Revenue:Revenue


100
%


100
%


100
%Cost of revenue


19



17



17Gross profit


81



83



83Operating expenses:Sales and marketing


39



36



37Product and web site development


11



14



13General and administrative


31



29



29Amortization of intangible assets










Restructuring charges


2







Impairment of long-lived assets


1



2



Litigation settlement






2



Total operating expenses


84



83



79Operating income (loss) from continuing operations


(3
)






4Interest income, net


2



4



3Other income, net


1







7Income from continuing operations before income taxes






4



14Provision for income taxes










Income (loss) from continuing operations






4



14Loss from discontinued operations


(11
)


(4
)


(5
)Net income (loss)


(11
)






9Convertible preferred stock dividend and related accretion


(2
)


(2
)


(2
)Net income (loss) applicable to common stockholders


(13
)%


(2
)%


7
%  28




---



##### Table of Contents



For the
    Years Ended December 31, 2008 and 2007
  Revenue
    Cost
    of Revenue
      Operating
    Expenses
  Sales and Marketing.
  Product and Web Site Development.
  General and Administrative.
  Amortization of Intangible
    Assets.
  Restructuring Charges.
  Impairment of long-lived assets.
 29




---



##### Table of Contents



Litigation Settlement. Form 10-K.
  Stock-based Compensation and Charges.
  Year EndedDecember 31,2008


2007Cost of revenue

$
144


$
130Sales and marketing


758



1,309Product and web site development


566



1,181General and administrative


9,231



11,083Impairment of long-lived assets






570Total from continuing operations

$
10,699


$
14,273     Interest
    Income, Net
    Other
    Income, Net
    Income
    Taxes
   30




---



##### Table of Contents



Segment
    Information
        Year Ended December 31, 2008


Year Ended December 31, 2007Real Estate


Consumer








Real Estate


ConsumerServices


Media


Unallocated


Total


Services


Media


Unallocated


TotalRevenue

$
217,233


$
24,836


$



$
242,069


$
220,546


$
28,373


$



$
248,919Cost of revenue


38,394



6,554



1,093



46,041



34,677



5,875



2,356



42,908Gross profit (loss)


178,839



18,282



(1,093
)


196,028



185,869



22,498



(2,356
)


206,011Sales and marketing


75,956



12,026



5,549



93,531



71,114



13,578



5,262



89,954Product and web site development


21,763



1,750



2,829



26,342



27,030



5,994



1,632



34,656General and administrative


27,851



4,015



44,079



75,945



27,782



4,358



39,294



71,434Amortization of intangible assets










756



756











761



761Restructuring charges


301



188



3,923



4,412















Litigation settlement


























3,900



3,900Impairment of long-lived assets










1,670



1,670











4,824



4,824Total operating expenses


125,871



17,979



58,806



202,656



125,926



23,930



55,673



205,529Operating income (loss) from continuing operations

$
52,968


$
303


$
(59,899
)

$
(6,628
)

$
59,943


$
(1,432
)

$
(58,029
)

$
482   Real
    Estate Services
  ® ® ®
 31




---



##### Table of Contents



® ® tm tm ®
  tm
    Consumer
    Media
  ®
       32




---



##### Table of Contents



Unallocated
    For the
    Years Ended December 31, 2007 and 2006
  Revenue
        Operating
    Expenses
  Sales and Marketing.
  Product and Web Site Development. ® ®
  General and Administrative.
 33




---



##### Table of Contents



Amortization of Intangible
    Assets.
  Restructuring Charges.
  Impairment of long-lived assets.
  Litigation Settlement. Form 10-K.
  Stock-based Compensation and Charges.
  Year EndedDecember 31,2007


2006Cost of revenue

$
130


$
140Sales and marketing


1,309



1,765Product and web site development


1,181



1,339General and administrative


11,083



11,262Impairment of long-lived assets


570



Total from continuing operations

$
14,273


$
14,506     Interest
    Income, Net
    Other
    Income, Net
    Income
    Taxes
   34




---



##### Table of Contents



Segment
    Information
    Year Ended December 31, 2007


Year Ended December 31, 2006Real Estate


Consumer








Real Estate


ConsumerServices


Media


Unallocated


Total


Services


Media


Unallocated


TotalRevenue

$
220,546


$
28,373


$



$
248,919


$
208,339


$
30,413


$



$
238,752Cost of revenue


34,677



5,875



2,356



42,908



33,323



4,675



3,156



41,154Gross profit (loss)


185,869



22,498



(2,356
)


206,011



175,016



25,738



(3,156
)


197,598Sales and marketing


71,114



13,578



5,262



89,954



69,915



12,963



3,887



86,765Product and web site development


27,030



5,994



1,632



34,656



25,083



2,657



4,229



31,969General and administrative


27,782



4,358



39,294



71,434



30,113



3,478



35,274



68,865Amortization of intangible assets










761



761











699



699Restructuring charges


























(278
)


(278
)Litigation settlement










3,900



3,900















Impairment of long-lived assets










4,824



4,824















Total operating expenses


125,926



23,930



55,673



205,529



125,111



19,098



43,811



188,020Operating income (loss) from continuing operations

$
59,943


$
(1,432
)

$
(58,029
)

$
482


$
49,905


$
6,640


$
(46,967
)

$
9,578   Real
    Estate Services
  ® ® ® ® ®
  ® tm ® tm tm tm
   35




---



##### Table of Contents



Consumer
    Media
  ®
        Unallocated
    Liquidity
    and Capital Resources
   36




---



##### Table of Contents



Payments Due by PeriodDue in


Due in


Due inTotal


One Year


One to


Three to


OverPayments Due


or Less


Three Years


Five Years


Five YearsCapital lease obligations

$
345


$
345


$



$



$
Operating lease obligations


24,390



8,509



9,094



5,062



1,725Other purchase obligations


8,281



1,656



3,312



3,313



Total

$
33,016


$
10,510


$
12,406


$
8,375


$
1,725    37




---



##### Table of Contents



Form 10-K,
          Off-Balance
    Sheet Arrangements
   38




---



##### Table of Contents



Recent
    Accounting Developments
    SFAS No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  No. 07-5, (EITF 07-5). EITF 07-5 EITF 07-5 EITF 07-5 EITF 07-5 Form 10-K
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Form 10-K,
 39




---



##### Table of Contents



40




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageMove, Inc. Consolidated Financial StatementsReport of Ernst & Young LLP,
    Independent Registered Public Accounting Firm


42Consolidated Balance Sheets


43Consolidated Statements of Operations


44Consolidated Statements of Stockholders
    Equity


45Consolidated Statements of Cash Flows


46Notes to Consolidated Financial Statements


47   41




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    42




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
108,935


$
45,713Short-term investments






129,900Accounts receivable, net of allowance for doubtful accounts of
    $3,716 and $3,687 at December 31, 2008 and 2007,
    respectively


12,833



15,645Assets of discontinued operations






24,417Other current assets


11,399



10,111Total current assets


133,167



225,786Property and equipment, net


21,934



29,930Long-term investments


111,800



Goodwill, net


16,969



17,181Intangible assets, net


3,933



5,011Restricted cash


3,209



3,369Other assets


995



1,251Total assets

$
292,007


$
282,528LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,051


$
4,337Accrued expenses


22,747



28,446Obligation under capital leases


339



1,894Deferred revenue


23,991



34,975Line of credit


64,700



Liabilities of discontinued operations






5,429Total current liabilities


115,828



75,081Obligation under capital leases






273Other non-current liabilities


2,043



1,508Total liabilities


117,871



76,862Commitments and contingencies (Note 23)Series B convertible preferred stock


106,297



101,189Stockholders Equity:Series A convertible preferred stock






Common stock, $.001 par value; 500,000 shares
    authorized, 153,082 and 151,355 shares issued and
    outstanding at December 31, 2008 and December 31,
    2007, respectively


153



151Additional paid-in capital


2,089,964



2,076,074Accumulated other comprehensive income


(17,183
)


675Accumulated deficit


(2,005,095
)


(1,972,423
)Total stockholders equity


67,839



104,477Total liabilities and stockholders equity

$
292,007


$
282,528    43




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006(In thousands, except per share amounts)Revenue

$
242,069


$
248,919


$
238,752Cost of revenue


46,041



42,908



41,154Gross profit


196,028



206,011



197,598Operating expenses:Sales and marketing


93,531



89,954



86,765Product and web site development


26,342



34,656



31,969General and administrative


75,945



71,434



68,865Amortization of intangible assets


756



761



699Restructuring charges


4,412







(278
)Impairment of long-lived assets


1,670



4,824



Litigation settlement






3,900



Total operating expenses


202,656



205,529



188,020Operating income (loss) from continuing operations


(6,628
)


482



9,578Interest income, net


5,687



9,852



7,250Other income, net


1,091



1,493



17,274Income from continuing operations before income taxes


150



11,827



34,102Provision for income taxes


(549
)


(501
)


(134
)Income (loss) from continuing operations


(399
)


11,326



33,968Loss from discontinued operations


(27,165
)


(10,345
)


(11,863
)Net income (loss)


(27,564
)


981



22,105Convertible preferred stock dividend and related accretion


(5,108
)


(4,977
)


(4,859
)Net income (loss) applicable to common stockholders

$
(32,672
)

$
(3,996
)

$
17,246Basic income (loss) per share applicable to common stockholdersContinuing operations

$
(0.04
)

$
0.04


$
0.19Discontinued operations


(0.18
)


(0.07
)


(0.08
)Basic income (loss) per share applicable to common stockholders

$
(0.22
)

$
(0.03
)

$
0.11Diluted income (loss) per share applicable to common stockholdersContinuing operations

$
(0.04
)

$
0.04


$
0.18Discontinued operations


(0.18
)


(0.07
)


(0.07
)Diluted income (loss) per share applicable to common stockholders

$
(0.22
)

$
(0.03
)

$
0.11Shares used in calculation of income (loss) per share applicable
    to common stockholders:Basic


151,952



154,524



151,170Diluted


151,952



154,524



163,394    44




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Series A

















AccumulatedConvertible








Additional





Deferred


Other





TotalPreferred Stock


Common Stock


Paid-in


Treasury


Stock-Based


Comprehensive


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Stock


Charges


Income (Loss)


Deficit


Equity(In thousands)Balance at December 31, 2005





$




149,201


$
149


$
2,047,456


$



$
(351
)

$
343


$
(1,985,673
)

$
61,924Comprehensive income (loss):Net income


































22,105



22,105Unrealized gain on marketable securities






























14,820







14,820Realized gain on marketable securities






























(14,809
)






(14,809
)Foreign currency translation






























(28
)






(28
)Comprehensive income






























(17
)


22,105



22,088Issuance of common stock under exercise of stock options










4,852



5



6,884



















6,889Issuance of restricted stock










110



























Receipt of shares from escrow






















(291
)














(291
)Retirement of treasury shares










(47
)






(291
)


291















Stock-based compensation and charges


















15,701



















15,701Convertible preferred stock dividend and accretion of discount


































(4,859
)


(4,859
)Reclassification of deferred compensation


















(351
)






351











Balance at December 31, 2006





$




154,116


$
154


$
2,069,399


$



$



$
326


$
(1,968,427
)

$
101,452Comprehensive income (loss):Net income


































981



981Unrealized gain on marketable securities






























14







14Foreign currency translation






























335







335Comprehensive income






























349



981



1,330Issuance of common stock under exercise of stock options










1,128



1



3,063



















3,064Issuance of restricted stock










357







500



















500Restricted stock surrendered for employee tax liability










(83
)






(358
)


















(358
)Repurchase and retirement of common stock










(4,163
)


(4
)


(9,996
)


















(10,000
)Stock-based compensation and charges


















13,466



















13,466Convertible preferred stock dividend and accretion of discount


































(4,977
)


(4,977
)Balance at December 31, 2007





$




151,355


$
151


$
2,076,074


$



$



$
675


$
(1,972,423
)

$
104,477Comprehensive income (loss):Net loss


































(27,564
)


(27,564
)Unrealized loss on auction rate securities






























(17,600
)






(17,600
)Unrealized loss on marketable securities






























(18
)






(18
)Realized gain on marketable securities






























15







15Foreign currency translation






























(255
)






(255
)Comprehensive loss






























(17,858
)


(27,564
)


(45,422
)Issuance of common stock under exercise of stock options










1,576



2



3,056



















3,058Issuance of restricted stock










291



























Forfeitures of restricted stock










(140
)


























Stock-based compensation and charges


















10,834



















10,834Convertible preferred stock dividend and accretion of discount


































(5,108
)


(5,108
)Balance at December 31, 2008





$




153,082


$
153


$
2,089,964


$



$



$
(17,183
)

$
(2,005,095
)

$
67,839    45




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In thousands)Cash flows from continuing operating activities:Income (loss) from continuing operations

$
(399
)

$
11,326


$
33,968Adjustments to reconcile income (loss) from continuing
    operations to net cash provided by continuing operating
    activities:Depreciation


11,246



9,978



9,280Amortization of intangible assets


756



761



699Provision for doubtful accounts


823



1,271



1,721Stock-based compensation and charges


10,699



13,703



14,506Impairment of long-lived assets


1,670



4,824



Gain on sales of property and equipment


(687
)


(337
)


Change in market value of embedded derivative liability


(411
)


(1,052
)


(1,074
)Other non-cash items


651



128



(307
)Changes in operating assets and liabilities, net of acquisitions
    and discontinued operations:Accounts receivable


1,965



(1,618
)


(3,256
)Other assets


(557
)


(3,574
)


(14,456
)Accounts payable and accrued expenses


(6,067
)


2,986



(15,177
)Deferred revenue


(10,834
)


(9,973
)


5,328Net cash provided by continuing operating activities


8,855



28,423



31,232Net cash used in discontinued operations


(7,334
)


(4,660
)


(7,819
)Net cash provided by operating activities


1,521



23,763



23,413Cash flows from investing activities:Purchases of property and equipment


(5,935
)


(18,509
)


(11,972
)Acquisitions, net










(9,572
)Purchases of short-term investments


(96,418
)


(73,475
)


(30,250
)Maturities of short-term investments


96,918



86,550



26,325Purchases of intangible assets






(619
)


(300
)Proceeds from the sale of marketable equity securities


27



15,743



Proceeds from the surrender of life insurance policies






5,200



Proceeds from sales of property and equipment


206



338



Net cash (used in) provided by investing activities of
    continuing operations


(5,202
)


15,228



(25,769
)Net cash provided by (used in) investing activities of
    discontinued operations


813



(221
)


(945
)Net cash (used in) provided by investing activities


(4,389
)


15,007



(26,714
)Cash flows from financing activities:Proceeds from exercise of stock options and share issuances
    under employee stock purchase plans


3,058



3,064



6,890Proceeds from line of credit


64,700







Repurchases of companys common stock






(10,000
)


Payments on capital lease obligations


(1,828
)


(1,904
)


(2,735
)Restricted cash


160



910



747Net cash provided by (used in) financing activities


66,090



(7,930
)


4,902Change in cash and cash equivalents


63,222



30,840



1,601Cash and cash equivalents, beginning of period


45,713



14,873



13,272Cash and cash equivalents, end of period

$
108,935


$
45,713


$
14,873    46




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Business  ® ®
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation and Basis of
    Presentation
  Use of Estimates
  Cash and Cash Equivalents, Short-Term
    Investments
    Restricted Cash
  Concentration of Credit Risk
  Fair Value
 47




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Level 1 inputs are quoted market prices in active markets
    for identical assets or liabilities (these are observable market
    inputs).
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability (includes quoted market prices for similar assets or
    identical or similar assets in markets in which there are few
    transactions, prices that are not current or prices that vary
    substantially).
    Level 3 inputs are unobservable inputs that reflect the
    entitys own assumptions in pricing the asset or liability
    (used when little or no market data is available).        Prepaid Commissions
  Property and Equipment
  Product and Web Site Development Costs 98-1, 00-02,
 48




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Identifiable Intangibles, Goodwill and other Long-Lived
    Assets
        Weighted AverageAmortizationPeriodType

(In Years)National Association of Realtors (NAR) operating
    agreement


15.5Purchased technology


7.0Trade names, trademarks, brand name and domain names


5.2Other


5.8   Revenue Recognition
  EITF 00-21,
 49




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Advertising Revenue
  Software Revenue
  Shipping and Handling Income and Costs 00-10,
  Taxes Collected from Customers 06-03,
  Advertising Expense e-mail
  Stock-Based Compensation and Charges
    Income Taxes
   50




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Net Income (Loss) Per Share
  Foreign Currency Translation
  Comprehensive Income
  Segments
  Recent Accounting Developments
  SFAS No. 142-3, (FSP 142-3). FSP 142-3 FSP 142-3 FSP 142-3 FSP 142-3
  No. 07-5, (EITF 07-5). EITF 07-5 EITF 07-5
 51




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  EITF 07-5 EITF 07-5
  3.
    Acquisitions
    and Disposals  ®
        For the Year Ended December 31,2008


2007


2006Revenue

$
31,452


$
44,250


$
51,632Total operating expenses


(41,027
)


(51,521
)


(63,495
)Restructuring charges


(1,584
)






Impairment of long-lived assets


(16,006
)


(3,074
)


Loss from discontinued operations

$
(27,165
)

$
(10,345
)

$
(11,863
)  52




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2007Total current assets

$
6,524Property and equipment, net


2,736Goodwill and other assets


15,157Total assets of discontinued operations

$
24,417Total current liabilities


5,429Total liabilities of discontinued operations

$
5,429   4.
    Restructuring
    Charges      LeaseObligationsEmployee


andTermination


RelatedBenefits


Charges


TotalRestructuring charges incurred from continuing operations at
    December 31, 2008

$
1,373


$
3,039


$
4,412Restructuring charges incurred from discontinued operations at
    December 31, 2008


1,584







1,584Cash paid


(1,553
)


(895
)


(2,448
)Restructuring accrual at December 31, 2008

$
1,404


$
2,144


$
3,548    53




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Short-term
    and Long-term Investments    December 31, 2008


December 31, 2007Net








NetAdjusted


Unrealized


Carrying


Adjusted


Unrealized


CarryingCost


Gain/(Loss)


Value


Cost


Gain/(Loss)


ValueShort-term investments:Corporate auction rate securities

$



$



$



$
129,900


$



$
129,900Total short-term investments

$



$



$



$
129,900


$



$
129,900Long-term investments:Corporate auction rate securities

$
129,400


$
(17,600
)

$
111,800


$



$



$
Total long-term investments

$
129,400


$
(17,600
)

$
111,800


$



$



$
        54




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Fair
    Value Measurements    Fair Value MeasurementTotal


Level 1


Level 2


Level 3Description:Assets:Cash and cash equivalents(1)

$
108,935


$
108,935


$



$
Long-term investments(2)


111,800











111,800Total assets at fair value

$
220,735


$
108,935


$



$
111,800Liabilities:Embedded derivative liability(3)

$
600


$



$



$
600     (1)
    
    Cash and cash equivalents consist primarily of treasury bills
    with original maturity dates of three months or less and money
    market funds for which we determine fair value through quoted
    market prices.(2)
    
    Long-term investments consist of student loan, FFELP-backed, ARS
    issued by student loan funding organizations. Typically the fair
    value of ARS investments approximates par value due to the
    frequent resets through the auction process. While the Company
    continues to earn interest on its ARS investments at the maximum
    contractual rate, these investments are not currently trading
    and therefore do not have a readily determinable market value.
    The Company used a discounted cash flow model to determine the
    estimated fair value of its investment in ARS as of
    December 31, 2008. The assumptions used in preparing the
    discounted cash flow model includes estimates for interest
    rates, timing and amount of cash flows and expected holding
    period of the ARS. Based on this assessment of fair value, the
    Company determined there was a decline in the fair value of its
    ARS investments of $17.6 million which was deemed temporary
    and is included within comprehensive other income (loss) for the
    year ended December 31, 2008.(3)
    
    The embedded derivative liability, which is included within
    other non-current liabilities, represents the value associated
    with the right of the holders of Series B Preferred Stock
    to receive additional guaranteed dividends in the event of a
    change of control. There is no current observable market for
    this type of derivative and, as such, we determined the value of
    the embedded derivative based on a lattice model using inputs
    such as an assumed corporate bond borrowing rate, market price
    of the Companys stock, probability of a change in control,
    and volatility.    EmbeddedLong-Term


DerivativeInvestments


LiabilityBalance at January 1, 2008

$



$
1,011Transfers in and /or out of Level 3(1)


129,400



Total gains/losses realized/unrealized included in earnings






(411
)Total losses included in other comprehensive income


(17,600
)


Purchases, sales, issuances and settlements, net






Balance at December 31, 2008

$
111,800


$
600     (1)
    
    Based on the deteriorated market conditions of the
    Companys ARS investments that were previously classified
    as available-for-sale, in the first quarter of 2008, the Company
    changed the fair value measurement methodology from quoted
    prices from active markets to a discounted cash flow model.
    Accordingly, these securities were reclassified from
    Level 1 to Level 3. 55




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Revolving
    Line of Credit    8.
    Impairment
    of Long-Lived Assets and Contract Termination Costs    ®
       56




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Property
    and Equipment    December 31,2008


2007Computer software and equipment

$
51,000


$
50,364Furniture, fixtures and office equipment


3,247



2,881Leasehold improvements


10,962



10,359Machinery and equipment


36



36Construction in progress


603



4,626Total


65,848



68,266Less: accumulated depreciation and amortization


(43,914
)


(38,336
)Property and equipment, net

$
21,934


$
29,930     10.
    Goodwill
    and Other Intangible Assets    December 31,2008


2007Real Estate Services

$
12,594


$
12,806Consumer Media


4,375



4,375Total

$
16,969


$
17,181    57




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2008


2007Gross


Accumulated


Gross


AccumulatedAmount


Amortization


Amount


AmortizationTrade names, trademarks, brand names, and domain names

$
2,530


$
514


$
2,830


$
512Purchased technology


1,400



566



1,400



366NAR operating agreement


1,578



1,052



1,578



901Other


1,450



893



1,705



723Total

$
6,958


$
3,025


$
7,513


$
2,502     Year Ended December 31,

Amount2009

$
4722010


4172011


4162012


3412013


99   11.
    Other
    Current Assets    December 31,2008


2007Prepaid commissions

$
6,798


$
5,204Other


4,601



4,907Total

$
11,399


$
10,111   12.
    Accrued
    Expenses    December 31,2008


2007Accrued payroll and related benefits

$
10,459


$
14,892Accrued professional fees


2,037



1,308Other


10,251



12,246Total

$
22,747


$
28,446  58




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Related-party
    Transactions      14.
    Segment
    Information       59




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31, 2008Real Estate


ConsumerServices


Media


Unallocated


TotalRevenue

$
217,233


$
24,836


$



$
242,069Cost of revenue


38,394



6,554



1,093



46,041Gross profit (loss)


178,839



18,282



(1,093
)


196,028Sales and marketing


75,956



12,026



5,549



93,531Product and web site development


21,763



1,750



2,829



26,342General and administrative


27,851



4,015



44,079



75,945Amortization of intangible assets










756



756Restructuring charges


301



188



3,923



4,412Impairment of long-lived assets










1,670



1,670Total operating expenses


125,871



17,979



58,806



202,656Operating income (loss) from continuing operations

$
52,968


$
303


$
(59,899
)

$
(6,628
)   For the Year Ended December 31, 2007Real Estate


ConsumerServices


Media


Unallocated


TotalRevenue

$
220,546


$
28,373


$



$
248,919Cost of revenue


34,677



5,875



2,356



42,908Gross profit (loss)


185,869



22,498



(2,356
)


206,011Sales and marketing


71,114



13,578



5,262



89,954Product and web site development


27,030



5,994



1,632



34,656General and administrative


27,782



4,358



39,294



71,434Amortization of intangible assets










761



761Impairment of long-lived assets










4,824



4,824Litigation settlement










3,900



3,900Total operating expenses


125,926



23,930



55,673



205,529Operating income (loss) from continuing operations

$
59,943


$
(1,432
)

$
(58,029
)

$
482   60




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2006Real Estate


ConsumerServices


Media


Unallocated


TotalRevenue

$
208,339


$
30,413


$



$
238,752Cost of revenue


33,323



4,675



3,156



41,154Gross profit (loss)


175,016



25,738



(3,156
)


197,598Sales and marketing


69,915



12,963



3,887



86,765Product and web site development


25,083



2,657



4,229



31,969General and administrative


30,113



3,478



35,274



68,865Amortization of intangible assets










699



699Restructuring charges










(278
)


(278
)Total operating expenses


125,111



19,098



43,811



188,020Operating income (loss) from continuing operations

$
49,905


$
6,640


$
(46,967
)

$
9,578   15.
    Stock
    Plans  Option
    Plans
         61




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    WeightedNumber





Averageof Shares


Price per Share


Exercise PriceOutstanding at December 31, 2005


32,215


$
0.30 to 89.25


$
2.84Granted


6,274



4.40 to 6.45



5.13Exercised


(4,612
)


0.30 to 4.80



1.39Cancelled


(2,264
)


0.30 to 89.25



5.60Outstanding at December 31, 2006


31,613



0.30 to 89.25



3.30Granted


9,553



2.35 to 6.32



4.18Exercised


(1,128
)


0.30 to 5.96



2.72Cancelled


(2,467
)


0.30 to 72.12



5.08Outstanding at December 31, 2007


37,571



0.30 to 89.25



3.43Granted


5,459



1.01 to 5.43



2.06Exercised


(1,576
)


0.30 to 3.00



1.94Cancelled


(6,157
)


0.30 to 54.00



4.05Outstanding at December 31, 2008


35,297


$
0.30 to 89.25


$
3.17       Options OutstandingWeighted Average


Weighted


Options ExercisableNumber


Remaining


Average


Number


AveragePrices

of Shares


Contractual Life


Exercise Price


of Shares


Exercise Price$0.30 to 1.01


3,534



9.17


$
0.97



364


$
0.641.19 to 1.72


503



4.05



1.39



457



1.381.76


9,618



2.70



1.76



9,618



1.761.95 to 2.07


550



5.98



1.95



474



1.952.16


3,600



5.10



2.16



3,422



2.162.18 to 4.09


5,095



5.35



3.28



3,787



3.354.17 to 4.25


3,765



6.85



4.21



1,904



4.224.31 to 4.47


3,657



7.49



4.32



2,244



4.334.48 to 5.43


4,060



5.30



4.97



3,005



4.975.51 to 89.25


915



3.63



14.77



749



16.67$0.30 to 89.25


35,297



5.31


$
3.17



26,024


$
3.23    62




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-Based
    Compensation and Charges
        Number ofRestricted Stock UnitsInitial units granted


5,145Units forfeited


(505
)Non-vested units at December 31, 2006


4,640Units granted


2,325Units forfeited


(1,830
)Non-vested units at December 31, 2007


5,135Units forfeited


(1,080
)Units cancelled


(2,027
)Non-vested units at December 31, 2008


2,028    63




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        For the Year Ended December 31,2008


2007


2006Risk-free interest rates


0.10-3.41
%


3.41-5.16
%


4.35-5.33
%Expected term (in years)


5.85



6.06



6.06Dividend yield


0
%


0
%


0
%Expected volatility


65-80
%


65-75
%


80
%      64




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Year EndedDecember 31,2008


2007


2006Cost of revenue

$
144


$
130


$
140Sales and marketing


758



1,309



1,765Product and web site development


566



1,181



1,339General and administrative


9,231



11,083



11,262Impairment of long lived assets






570



Total from continuing operations


10,699



14,273



14,506Total from discontinued operations


135



514



1,169Total stock-based compensation and charges

$
10,834


$
14,787


$
15,675      65




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Number


Weightedof


AverageShares


Exercise PriceNon-vested options at December 31, 2005


12,429


$
2.72Granted


6,274



5.13Vested


(4,738
)


2.71Forfeited


(1,985
)


3.15Non-vested options at December 31, 2006


11,980


$
3.91Granted


9,553



4.18Vested


(6,219
)


3.86Forfeited


(2,223
)


3.88Non-vested options at December 31, 2007


13,091


$
4.13Granted


5,459



2.06Vested


(5,458
)


3.91Forfeited


(3,820
)


4.18Non-vested options at December 31, 2008


9,272


$
3.02     16.
    Series B
    Convertible Preferred Stock   66




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           67




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Gross Proceeds

$
100,000Costs and expenses of issuance


(5,924
)Embedded derivative liability


(3,137
)Net convertible preferred stock at issuance


90,939Accretion of discount


99Dividends


311Net convertible preferred stock at December 31, 2005


91,349Accretion of discount


1,302Dividends


3,557Costs and expenses of issuance


4Net convertible preferred stock at December 31, 2006


96,212Accretion of discount


1,294Dividends


3,683Net convertible preferred stock at December 31, 2007


101,189Accretion of discount


1,294Dividends


3,814Net convertible preferred stock at December 31, 2008

$
106,297   17.
    Capitalization    Voting
  Dividends
 68




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Liquidation
  Redemption
  Conversion ® ®
  Issuance
    of Common Stock
    Stock
    Repurchases
   69




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Net
    Income (Loss) per Share    For the Year Ended December 31,2008


2007


2006Numerator:Income (loss) from continuing operations

$
(399
)

$
11,326


$
33,968Loss from discontinued operations


(27,165
)


(10,345
)


(11,863
)Net income (loss)


(27,564
)


981



22,105Convertible preferred stock dividend and related accretion


(5,108
)


(4,977
)


(4,859
)Net income (loss) applicable to common stockholders

$
(32,672
)

$
(3,996
)

$
17,246Net income (loss) applicable to common stockholders from
    continuing operations

$
(5,507
)

$
6,349


$
29,109Net income (loss) applicable to common stockholders from
    discontinued operations


(27,165
)


(10,345
)


(11,863
)Net income (loss) applicable to common stockholders

$
(32,672
)

$
(3,996
)

$
17,246Denominator:Basic weighted average shares outstanding


151,952



154,524



151,170Dilutive effect of options, warrants and restricted stock










12,224Fully diluted weighted average shares outstanding


151,952



154,524



163,394Basic income (loss) applicable to common stockholders:Continuing operations

$
(0.04
)

$
0.04


$
0.19Discontinued operations


(0.18
)


(0.07
)


(0.08
)Net income (loss)

$
(0.22
)

$
(0.03
)

$
0.11Diluted income (loss) applicable to common stockholders:Continuing operations

$
(0.04
)

$
0.04


$
0.18Discontinued operations


(0.18
)


(0.07
)


(0.07
)Net income (loss)

$
(0.22
)

$
(0.03
)

$
0.11    70




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Supplemental
    Cash Flow Information    
    The Company paid $0.7 million in interest.
    The Company issued 160,793 shares of restricted common
    stock to certain members of its Board of Directors. These shares
    will vest on the third anniversary of their issuance. The charge
    associated with these shares was $0.5 million and is being
    recognized over the three-year vesting period.
    The Company issued $3.8 million in additional Series B
    Preferred Stock as in-kind dividends.    
    The Company paid $0.2 million in interest.
    The Company issued 100,000 shares of restricted common
    stock to certain members of its Board of Directors. These shares
    will vest on the third anniversary of their issuance. The charge
    associated with these shares was $0.4 million and is being
    recognized over the three-year vesting period.
    The Company issued 116,009 shares of restricted common
    stock to an executive officer which vested immediately. The
    expense associated with these shares was $0.5 million and
    was recognized in the year ended December 31, 2007.
    The Company issued 116,009 shares of restricted common
    stock to an executive officer which vest one year from their
    date of employment. The charge associated with these shares was
    $0.5 million, and is being recognized over the one-year
    vesting period.
    The Company received 82,946 shares of common stock with a
    fair value of approximately $0.4 million from one of its
    officers to reimburse the Company for the officers share
    of employment taxes due as a result of the issuance of
    restricted stock.
    The Company issued $3.7 million in additional Series B
    Preferred Stock as in-kind dividends.  20.
    Defined
    Contribution Plan    21.
    Income
    Taxes   71




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year EndedDecember 31,2008


2007


2006Current:Federal

$
273


$
334


$
State


167







Total current provision


440



334



Deferred:Federal


90



137



112State


19



30



22Total deferred provision


109



167



134Provision for income taxes

$
549


$
501


$
134     For the Year Ended December 31,2008


2007Deferred tax assets:Net operating loss carryforwards

$
276,485


$
273,044Deferred expenses


6,346



4,322Impairment charges


13,371



9,043Amortization of acquired intangible assets


270



4,879Other


14,418



12,282310,890



303,570Less: valuation allowance


(310,890
)


(303,570
)Net deferred tax assets

$



$
Deferred tax liabilities:Amortization of acquired intangible assets


(410
)


(301
)Net deferred tax liability

$
(410
)

$
(301
)      72




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        For the Year Ended December 31,2008


2007


2006Amount


Tax Rate


Amount


Tax Rate


Amount


Tax RateStatutory rate applied to income before income taxes

$
51



34
%

$
4,021



34
%


11,595



34
%State taxes, net of federal tax benefit


298



200
%


677



6
%


2,046



6
%Permanent items


1,648



1106
%


1,352



11
%


1,918



6
%Change in valuation allowance


(1,448
)


(972
)%


(5,549
)


(47
)%


(15,425
)


(45
)%Total tax provision

$
549



369
%

$
501



4
%

$
134



0
%         1993-2008
 73




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    Settlements
    of Disputes and Litigation  Settlement
    of Securities Class Action Lawsuit and Potential
    Obligations
    Stoneridge Investment
    Partners, L.L.C. v. Scientific-Atlantic, Inc.
  Insurance
    Coverage Litigation
   74




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Settlement
    and Resolution of Other Litigation
  and/or and/or
       75




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##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
  23.
    Commitments
    and Contingencies  Operating
    and Capital Leases
    Capital


OperatingYear Ended December 31,

Leases


Leases2009

$
345


$
8,5092010






5,0722011






4,0222012






3,1272013 and thereafter






3,660Total

$
345


$
24,390Less: Amount representing interest


(6
)Net capital leases

$
339    76




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##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Other
    Commitments
  ® ® ®
  Year Ending December 31,2009

$
1,6562010


1,6562011


1,6562012


1,6562013


1,657Total

$
8,281     Legal
    Proceedings
    ® ® ® ® ®
 77




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##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ®
    and/or
 78




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         79




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Rule 10b-5 Rule 15c1-2, 80b-1 et
    seq.
    Contingencies
  Form 10-K
  24.
    Subsequent
    Events (unaudited)  Stock
    Plans
     80




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##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  25.
    Quarterly
    Financial Data (unaudited)    Three Months EndedMar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,2008


2008


2008


2008


2007


2007


2007


2007(In thousands, except per share amounts)Revenue

$
61,942


$
61,437


$
61,240


$
57,450


$
60,443


$
62,533


$
63,380


$
62,563Cost of revenue


11,435



11,214



11,804



11,588



9,991



10,598



11,053



11,266Gross profit


50,507



50,223



49,436



45,862



50,452



51,935



52,327



51,297Operating expenses:Sales and marketing


24,126



23,140



24,002



22,263



22,802



22,275



23,212



21,665Product and web site development


6,887



6,802



6,821



5,832



8,775



9,223



8,615



8,043General and administrative


22,171



19,433



18,534



15,807



18,222



14,528



20,479



18,205Amortization of intangibles


197



197



188



174



181



189



194



197Restructuring charges










4,014



398















Litigation settlement


























3,900



Impairment of long-lived assets














1,670















4,824Total operating expenses


53,381



49,572



53,559



46,144



49,980



46,215



56,400



52,934Operating income (loss) from continuing operations


(2,874
)


651



(4,123
)


(282
)


472



5,720



(4,073
)


(1,637
)Interest income, net


2,057



1,521



1,261



848



2,313



2,503



2,567



2,469Other income (expense)


71



109



959



(48
)


774



(372
)


676



415Income (loss) from continuing operations before income taxes


(746
)


2,281



(1,903
)


518



3,559



7,851



(830
)


1,247Provision for income taxes


(41
)


(162
)


(110
)


(236
)


(84
)


(169
)


(169
)


(79
)Income (loss) from continuing operations


(787
)


2,119



(2,013
)


282



3,475



7,682



(999
)


1,168Income (loss) from discontinued operations


(2,574
)


(3,076
)


(19,334
)


(2,181
)


(2,080
)


(2,018
)


(1,044
)


(5,203
)Net income (loss)


(3,361
)


(957
)


(21,347
)


(1,899
)


1,395



5,664



(2,043
)


(4,035
)Convertible preferred stock dividend


(1,265
)


(1,272
)


(1,282
)


(1,289
)


(1,232
)


(1,241
)


(1,248
)


(1,256
)Net income (loss) applicable to common stockholders

$
(4,626
)

$
(2,229
)

$
(22,629
)

$
(3,188
)

$
163


$
4,423


$
(3,291
)

$
(5,291
)Basic net income (loss) per share applicable to common
    stockholders:Continuing operations

$
(0.01
)

$
0.01


$
(0.02
)

$
(0.01
)

$
0.01


$
0.04


$
(0.01
)

$
(0.00
)Discontinued operations


(0.02
)


(0.02
)


(0.13
)


(0.01
)


(0.01
)


(0.01
)


(0.01
)


(0.03
)Net income (loss)

$
(0.03
)

$
(0.01
)

$
(0.15
)

$
(0.02
)

$
0.00


$
0.03


$
(0.02
)

$
(0.03
)Diluted net income (loss) per share applicable to common
    stockholders:Continuing operations

$
(0.01
)

$
0.01


$
(0.02
)

$
(0.01
)

$
0.01


$
0.04


$
(0.01
)

$
(0.00
)Discontinued operations


(0.02
)


(0.02
)


(0.13
)


(0.01
)


(0.01
)


(0.01
)


(0.01
)


(0.03
)Net income (loss)

$
(0.03
)

$
(0.01
)

$
(0.15
)

$
(0.02
)

$
0.00


$
0.03


$
(0.02
)

$
(0.03
)  81




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##### Table of Contents



Item 9.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15
    Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
       82




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##### Table of Contents



Steven
    H. Berkowitz
       Lewis
    R. Belote, III
      83




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING
                
    84




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##### Table of Contents



Item 9B.
    Other
    Information  Entry
    into Indemnification Agreement with Named Executive
    Officer
    Form 10-K.
  Form 8-K.
 PART III    Item 10.
    Directors
    and Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   85




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  The following documents are filed as part of this
    report:
      Exhibits
  Number

Exhibit Title2
.01

Agreement and Plan of Reorganization dated October 26, 2000
    among
    Homestore.com®,

    Inc., Metal Acquisition Corp., WW Acquisition Corp., Move.com,
    Inc., Welcome
    Wagon®

    International, Inc., Cendant Membership Services Holdings, Inc.
    and Cendant Corporation. (Incorporated by reference to Annex A
    to the definitive proxy statement filed November 29, 2000.)3
.01.1

Restated Certificate of Incorporation of Move, Inc., dated June
    23, 2005, as amended by the Certificate of Amendment dated June
    22, 2006. (Incorporated by reference to Exhibit 3.1 to our
    quarterly report on Form 10-Q for the quarter ended June 30,
    2006 filed August 7, 2006.)3
.01.2

Certificate of Designation of Series B Convertible Participating
    Preferred Stock dated November 29, 2005. (Incorporated by
    reference to Exhibit 3.01.2 of our Form 10-K for the year ended
    December 31, 2005 filed March 13, 2006.)3
.02

Bylaws of Move, Inc. (incorporated by reference to Exhibit 3.1
    to our Current Report on Form 8-K filed on June 28, 2006.)3
.03.1

RealSelect, Inc.s Certificate of Incorporation dated
    October 25, 1996. (Incorporated by reference to Exhibit 3.05.1
    to our registration statement on Form S-1 (File No. 333-79689)
    filed May 28, 1999.)3
.03.2

RealSelect, Inc.s Certificate of Amendment to Certificate
    of Incorporation dated November 25, 1996. (Incorporated by
    reference to Exhibit 3.05.2 to our registration statement on
    Form S-1/A
    (File No. 333-79689)
    filed June 17, 1999.)3
.04

RealSelect, Inc.s Amended By-laws dated December 1999.
    (Incorporated by reference to Exhibit 3.07 of our Form 10-K for
    the year ended December 31, 1999 filed March 10, 2000.)4
.01

Form of Specimen Certificate for common stock. (Incorporated by
    reference to Exhibit 4.01 of our Form 10-K for the year
    ended December 31, 2006 filed March 5, 2007.)10
.01.1

Operating Agreement dated November 26, 1996, between
    REALTORS®

    Information Network, Inc. and RealSelect, Inc. (Incorporated by
    reference to Exhibit 10.02 to our registration statement on Form
    S-1 (File No. 333-79689) filed May 28, 1999.)10
.01.2

First Amendment to Operating Agreement dated December 27, 1996
    between
    REALTORS®

    Information Network, Inc. and RealSelect, Inc. (Incorporated by
    reference to Exhibit 10.02.2 to our registration statement on
    Form S-1/A (File No. 333-79689) filed June 17, 1999.)10
.01.3

Amendment No. 2 to Operating Agreement dated May 28, 1999
    between
    REALTORS®

    Information Network, Inc. and RealSelect, Inc. (Incorporated by
    reference to Exhibit 10.02.3 to our registration statement on
    Form S-1/A (File No. 333-79689) filed June 17, 1999.) 86




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##### Table of Contents



Number

Exhibit Title10
.02

Joint Ownership Agreement dated November 26, 1996, among
    National Association of
    REALTORS®,

    NetSelect, L.L.C., and NetSelect, Inc. (Incorporated by
    reference to Exhibit 10.04 to our registration statement on Form
    S-1 (File No. 333-79689) filed May 28, 1999.)10
.03

Trademark License dated November 26, 1996, between National
    Association of
    REALTORS®

    and RealSelect, Inc. (Incorporated by reference to Exhibit 10.05
    to our registration statement on Form S-1 (File No. 333-79689)
    filed May 28, 1999.)10
.04

Agreement dated August 21, 1998 among RealSelect, Inc.,
    REALTORS®

    Information Network, Inc., National Association of
    REALTORS®,

    NetSelect, Inc., and NetSelect L.L.C. (Incorporated by reference
    to Exhibit 10.29 to our registration statement on Form S-1 (File
    No. 333-79689) filed May 28, 1999.)10
.05

Agreement dated May 28, 1999 among NetSelect, Inc., RealSelect,
    Inc.,
    REALTORS®

    Information Network, Inc. and National Association of
    REALTORS®.

    (Incorporated by reference to Exhibit 10.30 to our registration
    statement on Form S-1/A (File No. 333-79689) filed June 17,
    1999.)10
.06

Letter Agreement Regarding Rental Site Acquisition dated May 17,
    1999 among National Association of
    REALTORS®,

    REALTORS®

    Information Network, Inc. and RealSelect, Inc. (Incorporated by
    reference to Exhibit 10.32 to our registration statement on Form
    S-1/A (File No. 333-79689) filed June 17, 1999.)(1)10
.07

Stock Purchase Agreement dated March 16, 2002 between Experian
    Holdings, Inc. and
    Homestore.com®,

    Inc. (Incorporated by reference to Exhibit 2.1 to our current
    report on Form 8-K filed March 19, 2002.)10
.08

Standard Office Lease Form, Westlake North Business Park dated
    March 7, 2000 between Westlake North Associates, LLC, and
    Homestore, Inc. for 30700 Russell Ranch Road, Westlake Village,
    California. (Incorporated by reference to Exhibit 10.33 to our
    annual report on Form 10-K for the year ended December 31, 2000
    filed April 2, 2001.)10
.09

First Amendment to Lease dated as of February 2001, between
    Westlake North Associates, LLC, and homestore.com, Inc. for
    30700 Russell Ranch Road, Westlake Village, California.
    (Incorporated by reference to Exhibit 10.10 to our annual report
    on Form 10-K for the year ended December 31, 2007 filed February
    29, 2008.)10
.10

Second Amendment to Lease dated as of July 3, 2001, between
    Westlake North Associates, LLC and homestore.com, Inc. for 30700
    Russell Ranch Road, Westlake Village, California. (Incorporated
    by reference to Exhibit 10.11 to our annual report on Form 10-K
    for the year ended December 31, 2007 filed February 29, 2008.)10
.11

Third Amendment to Lease dated September 27, 2007 between Arden
    Realty Limited Partnership and Move, Inc. for 30700 Russell
    Ranch Road, Westlake Village, California (Incorporated by
    reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
    for the quarter ended September 30, 2007 filed November 2, 2007.)10
.12

NetSelect, Inc. 1996 Stock Incentive Plan. (Incorporated by
    reference to Exhibit 10.16 to our registration statement on Form
    S-1 (File No. 333-79689) filed May 28, 1999.)(3)10
.13

NetSelect, Inc. 1999 Equity Incentive Plan. (Incorporated by
    reference to Exhibit 10.17 to our registration statement on Form
    S-1 (File No. 333-79689) filed May 28, 1999.)(3)10
.14

Homestore.com®,

    Inc. 1999 Stock Incentive Plan. (Incorporated by reference to
    Exhibit 10.18 to our registration statement on Form S-1/A (File
    No. 333-79689) filed July 27, 1999.)(3)10
.15

Amendment dated December 10, 2008 to the
    Homestore.com®,

    Inc. 1999 Stock Incentive Plan.(2)(3)10
.16

Homestore.com®,

    Inc. 1999 Employee Stock Purchase Plan. (Incorporated by
    reference to Exhibit 10.19 to our registration statement on Form
    S-1/A (File No. 333-79689) filed July 27, 1999.)(3)10
.17

Homestore.com®,

    Inc. 2002 Stock Incentive Plan. (Incorporated by reference to
    Exhibit 4.04 to our registration statement on Form S-8 (File No.
    333-89172) filed May 24, 2002.)(3)10
.18

Amendment dated December 10, 2008 to the
    Homestore.com®,

    Inc. 2002 Stock Incentive Plan.(2)(3)10
.19

InfoTouch Corporation 1994 Stock Incentive Plan. (Incorporated
    by reference to Exhibit 10.20 to our registration statement on
    Form S-1/A (File No. 333-79689) filed June 17, 1999.)(3)10
.20

Move.com, Inc. 2000 Stock Incentive Plan. (Incorporated by
    reference to Exhibit 4.04 to our registration statement on Form
    S-8 (File No. 333-55828) filed February 16, 2001.)(3) 87




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##### Table of Contents



Number

Exhibit Title10
.21

Cendant Corporation Move.com Group 1999 Stock Option Plan as
    assumed by Cendant Corporation from Move.com, Inc. and amended
    and restated effective as of March 21, 2000. (Incorporated by
    reference to Exhibit 4.05 to our registration statement on Form
    S-8 (File No. 333-55828) filed February 16, 2001.)(3)10
.22

1997 Stock Incentive Plan of Cendant Corporation as amended and
    restated through October 14, 1998. (Incorporated by reference to
    Exhibit 4.06 to our registration statement on Form S-8 (File No.
    333-55828) filed February 16, 2001.)(3)10
.23

Amendment to Amended and Restated 1997 Stock Incentive Plan of
    Cendant Corporation dated March 27, 2000. (Incorporated by
    reference to Exhibit 4.07 to our registration statement on
    Form S-8
    (File No. 333-55828) filed February 16, 2001.)(3)10
.24

Amendment to Amended and Restated 1997 Stock Incentive Plan of
    Cendant Corporation dated March 28, 2000. (Incorporated by
    reference to Exhibit 4.08 to our registration statement on Form
    S-8
    (File No. 333-55828)
    filed February 16, 2001.)(3)10
.25

Homestore 401(k) Plan. (Incorporated by reference to Exhibit
    10.25 to our registration statement on Form S-1/A (File No.
    333-79689) filed June 17, 1999.)(3)10
.26

Form of Indemnity Agreement between Homestore, Inc. and each of
    its directors and executive officers (Incorporated by reference
    to Exhibit 10.25 to our annual report on Form 10-K for the year
    ended December 31, 2003 filed March 15, 2004.)(3)10
.27

Employment Agreement dated March 6, 2002 between Homestore, Inc.
    and W. Michael Long. (Incorporated by reference to Exhibit
    6.01(A) to our quarterly report on Form 10-Q for the quarter
    ended March 31, 2002 filed May 14, 2002.)(3)10
.28

Amendment dated December 24, 2008 to Employment Agreement of W.
    Michael Long dated March 6, 2002.(2)(3)10
.29

Amendment dated January 14, 2009 to Employment Agreement of W.
    Michael Long dated March 6, 2002.(2)(3)10
.30

2006 Executive Bonus Plan for W. Michael Long. (Incorporated by
    reference to Exhibit 10.3 to our quarterly report on Form 10-Q
    for the quarter ended March 31, 2006 filed May 5, 2006.)(3)10
.31

W. Michael Long 2007 Executive Bonus Plan (Incorporated by
    reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2007 filed August 3, 2007.)(3)10
.32

Offer letter to Lorna Borenstein dated April 26, 2007 with form
    of Executive Retention and Severance Agreement attached as
    exhibit (Incorporated by reference to Exhibit 99.3 to our
    Current Report on Form 8-K filed May 2, 2007.)(3)10
.33

Amendment dated December 19, 2008 to Offer letter to Lorna
    Borenstein dated April 26, 2007.(2)(3)10
.34

Amendment dated December 19, 2008 to Executive Retention and
    Severance Agreement between Move, Inc. and Lorna
    Borenstein.(2)(3)10
.35

Lorna Borenstein 2007 Executive Bonus Plan (Incorporated by
    reference to Exhibit 10.4to our Quarterly Report on Form 10-Q
    for the quarter ended June 30, 2007 filed August 3, 2007.)(3)10
.36

Employment Agreement dated March 6, 2002 between
    Homestore.com®,

    Inc. and Lewis R. Belote III. (Incorporated by reference to
    Exhibit 6.02(A) to our quarterly report on Form 10-Q for the
    quarter ended March 31, 2002 filed May 14, 2002.)(3)10
.37

Amendment dated December 19, 2008 to Employment Agreement dated
    March 6, 2002 between
    Homestore.com®,

    Inc. and Lewis R. Belote III. (2)(3)10
.38

2006 Executive Bonus Plan for Lewis R. Belote III. (Incorporated
    by reference to Exhibit 10.6 to our quarterly report on Form
    10-Q for the quarter ended March 31, 2006 filed May 5, 2006.)(3)10
.39

Lewis R. Belote, III 2007 Executive Bonus Plan
    (Incorporated by reference to Exhibit 10.3 to our Quarterly
    Report on Form 10-Q for the quarter ended June 30, 2007 filed
    August 3, 2007.)(3)10
.40

Executive Retention and Severance Agreement dated September 30,
    2002 between
    Homestore.com®,

    Inc. and Allan D. Dalton. (Incorporated by reference to Exhibit
    10.1 to our quarterly report on Form 10-Q for the quarter ended
    September 30, 2002 filed November 14, 2002.)(3)10
.41

Offer Letter dated October 7, 2002 between
    Homestore.com®,

    Inc. and Allan D. Dalton. (Incorporated by reference to Exhibit
    10.2 to our quarterly report on Form 10-Q for the quarter ended
    September 30, 2002 filed November 14, 2002.)(3) 88




---



##### Table of Contents



Number

Exhibit Title10
.42

Realtor+ Top Producer 2006 Executive Bonus Plan for Allan D.
    Dalton. (Incorporated by reference to Exhibit 10.5 to our
    quarterly report on Form 10-Q for the quarter ended March 31,
    2006 filed May 5, 2006.)(3)10
.43

Letter Agreement between Move, Inc. and Allan Dalton dated April
    30, 2007 (Incorporated by reference to Exhibit 10.1 to our
    Quarterly Report on Form 10-Q for the quarter ended March 31,
    2007 filed May 3, 2007.)(3)10
.44

Letter Agreement with Allan Dalton dated February 26, 2008 with
    Exhibit A attached (Incorporated by reference to Exhibit 99.1 to
    our Current Report on Form 8-K filed March 4, 2008.)(3)10
.45

General Release of Claims between Move, Inc. and Allan Dalton
    (Incorporated by reference to Exhibit 99.2 to our Current
    Report on Form 8-K filed March 4, 2008.)(3)10
.46

Offer Letter dated July 2, 2003 between Homestore, Inc. and
    Errol Samuelson. (Incorporated by reference to Exhibit 10.1 to
    our Quarterly Report on Form 10-Q for the quarter ended March
    31, 2008 filed May 9, 2008.)(3)10
.47

Compensation Letter dated August 1, 2007 from Move, Inc. to
    Errol Samuelson.  (Incorporated by reference to Exhibit 10.2 to
    our Quarterly Report on Form 10-Q for the quarter ended March
    31, 2008 filed May 9, 2008.)(3)10
.48

Executive Retention and Severance Agreement dated May 6, 2008
    between Move, Inc. and Errol Samuelson. (Incorporated by
    reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q
    for the quarter ended March 31, 2008 filed May 9, 2008.)(3)10
.49

Amendment dated December 30, 2008 to Executive Retention and
    Severance Agreement dated May 6, 2008 between Move, Inc. and
    Errol Samuelson. (2)(3)10
.50

Move, Inc. Offer Letter to Steven H. Berkowitz dated January 21,
    2009.(Incorporated by reference to Exhibit 99.2 to our Current
    Report on Form 8-K filed January 23, 2009.)(3)10
.51

Executive Retention and Severance Agreement between Steven H.
    Berkowitz and Move, Inc. dated January 21, 2009. (Incorporated
    by reference to Exhibit 99.3 to our Current Report on Form 8-K
    filed January 23, 2009.)(3)10
.52

Form of the Move, Inc. Performance-Based Restricted Stock Unit
    Agreement.(Incorporated by reference to Exhibit 99.4 to our
    Current Report on Form 8-K filed January 23, 2009.)(3)10
.53

Stipulation and Agreement of Settlement between California State
    Teachers Retirement System and Homestore, Inc. dated as of
    August 12, 2003. (Incorporated by reference to Exhibit 10.7 to
    our quarterly report on Form 10-Q for the quarter ended
    September 30, 2003 filed November 13, 2003.)10
.54

Settlement Agreement and Release dated August 5, 2003 among
    Homestore, Inc., Welcome
    Wagon®

    International, Inc., Cendant Corporation, Cendant Membership
    Services Holdings, Inc, Century 21 Real Estate Corporation,
    Coldwell Banker Real Estate Corporation, ERA Franchise Systems,
    Inc., NRT Incorporated, and Cendant Mortgage Corporation.
    (Incorporated by reference to Exhibit 10.1 to our quarterly
    report on Form 10-Q for the quarter ended June 30, 2003 filed
    August 14, 2003.)10
.55

Registration Rights Agreement dated August 5, 2003 among
    Homestore, Inc., Cendant Corporation and Cendant Membership
    Services Holdings, Inc. (Incorporated by reference to Exhibit
    10.2 to our quarterly report on Form 10-Q for the quarter ended
    June 30, 2003 filed August 14, 2003.)10
.56

Listings License Agreement dated August 5, 2003 between Cendant
    Corporation and Homestore, Inc. (Incorporated by reference to
    Exhibit 10.3 to our quarterly report on Form 10-Q for the
    quarter ended June 30, 2003 filed August 14, 2003.)10
.57

Source Code License and Maintenance Services Agreement dated
    August 5, 2003 between Homestore, Inc. and Cendant Corporation.
    (Incorporated by reference to Exhibit 10.4 to our quarterly
    report on Form 10-Q for the quarter ended June 30, 2003
    filed August 14, 2003.)10
.58

Asset Purchase Agreement dated October 6, 2004 between
    Homestore, Inc. and Wyld Acquisition Corp. (Incorporated by
    reference to Exhibit 10.1 to our quarterly report on Form 10-Q
    for the quarter ended September 30, 2004 filed November 5, 2004.)10
.59

Exclusivity Termination Agreement between Homestore, Inc.,
    RealSelect, Inc.,
    REALTORS(®)

    Information Network, Inc. and the National Association of
    REALTORS®

    (Incorporated by reference to Exhibit 10.1 to our current report
    on Form 8-K filed April 21, 2005.)10
.60

Form of Certificate of Stock Option Grant to Executive Officers
    (Incorporated by reference to Exhibit 10.1 to our quarterly
    report on Form 10-Q for the quarter ended March 31, 2005 filed
    May 6, 2005.)(3) 89




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##### Table of Contents



Number

Exhibit Title10
.61

Settlement Agreement and Releases dated September 20, 2005
    between the Company and Stuart Wolff (Incorporated by reference
    to Exhibit 10.1 to our current report on Form 8-K filed
    September 26, 2005.)10
.62

Preferred Stock Purchase Agreement, dated November 6, 2005, by
    and among Homestore, Inc. and the Purchasers signatory thereto
    (Incorporated by reference to Exhibit 10.1 to our current report
    on Form 8-K filed November 7, 2005.)10
.63

Stockholders Agreement, dated November 29, 2005, by and among
    Homestore, Inc., Elevation Partners, L.P. and Elevation Employee
    Side Fund, LLC. (Incorporated by reference to Exhibit 10.1 to
    our current report on Form 8-K filed November 30, 2005.)10
.64

Asset Purchase Agreement dated February 21, 2006 between
    Homestore, Inc., TMP Directional Marketing, LLC and Moving.com,
    Inc. (Incorporated by reference to Exhibit 10.1 to our quarterly
    report on Form 10-Q for the quarter ended March 31, 2006 filed
    May 5, 2006.)10
.65

Settlement Agreement and Releases dated February 15, 2006
    between Homestore, Inc. and Peter Tafeen (Incorporated by
    reference to Exhibit 10.1 to our Current Report on Form 8-K
    filed on February 22, 2006.)10
.66

Loan Agreement between Move, Inc. and Citigroup Global Markets
    Inc. dated as of May 8, 2008. (Incorporated by reference to
    Exhibit 10.4 to our Quarterly Report on Form 10-Q for the
    quarter ended March 31, 2008 filed May 9, 2008.)10
.67

Offer Letter dated February 18, 2004 between Homestore, Inc. and
    James S. Caulfield. (2)(3)10
.68

Offer Letter dated October 5, 2006 between Move, Inc. and James
    S. Caulfield. (2)(3)10
.69

Executive Retention and Severance Agreement dated October 5,
    2006 between Move, Inc. and James S. Caulfield. (2)(3)10
.70

Amendment dated December 19, 2008 to Executive Retention and
    Severance Agreement dated October 5, 2006 between Move,
    Inc. and James S. Caulfield. (2)(3)21
.01

Subsidiaries of Move, Inc.(2)23
.01

Consent of Ernst & Young LLP, Independent Registered Public
    Accounting Firm.(2)24
.01

Power of Attorney (included on signature pages to this
    report).(2)31
.01

Certification of Chief Executive Officer pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.(2)31
.02

Certification of Chief Financial Officer pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.(2)32
.01

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.(2)32
.02

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.(2)99
.01

Schedule II -- Valuation and Qualifying Accounts.(2)     (1)
    
    Confidential treatment has been granted with respect to certain
    information in these exhibits pursuant to a confidential
    treatment request.(2)
    
    Filed herewith.(3)
    
    Denotes management contracts and compensatory plans and
    arrangements.     90




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##### Table of Contents



SIGNATURES      By:
    /s/  Steven
    H. Berkowitz    Chief Executive Officer
   By:
    /s/  Lewis
    R. Belote, III    Chief Financial Officer
    POWER OF
    ATTORNEY
  KNOW ALL PERSONS BY THESE PRESENTS, Form 10-K
    Signature

Title

DatePrincipal Executive Officer:/s/  Steven
    H. BerkowitzSteven
    H. Berkowitz

Chief Executive Officer and Director

March 9, 2009Principal Financial Officer and Principal Accounting
    Officer:/s/  Lewis
    R. Belote, IIILewis
    R. Belote, III

Chief Financial Officer

March 9, 2009 91




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##### Table of Contents



Signature

Title

DateAdditional Directors:/s/  Joe
    F. HanauerJoe
    F. Hanauer

Chairman of the Board and Director

March 9, 2009/s/  Fred
    D. AndersonFred
    D. Anderson

Director

March 9, 2009/s/  William
    E. KelvieWilliam
    E. Kelvie

Director

March 9, 2009/s/  Kenneth
    K. KleinKenneth
    K. Klein

Director

March 9, 2009/s/  Geraldine
    B. LaybourneGeraldine
    B. Laybourne

Director

March 9, 2009/s/  Roger
    B. McNameeRoger
    B. McNamee

Director

March 9, 2009/s/  V.
    Paul UnruhV.
    Paul Unruh

Director

March 9, 2009/s/  Catherine
    B. WhatleyCatherine
    Whatley

Director

March 9, 2009/s/  Bruce
    G. WillisonBruce
    G. Willison

Director

March 9, 2009  92