##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2006o

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

95-4438337(State or Other Jurisdiction
    of
    Incorporation or Organization)

(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
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
  Aggregate market value of voting
    common stock held by non-affiliates of the registrant as of
    June 30, 2006*

$
657,323,961Number of shares of common stock
    outstanding as of February 26, 2007


154,901,278   *
    
    Based on the closing price of the common stock of $5.48 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, 2006
  INDEX
  PagePART IItem 1.

Business


3Item 1A.

Risk
    Factors


12Item 1B.

Unresolved Staff
    Comments


20Item 2.

Properties


20Item 3.

Legal
    Proceedings


21Item 4.

Submission of
    Matters to a Vote of Security Holders


21PART IIItem 5.

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


21Item 6.

Selected Financial
    Data


23Item 7.

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


25Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


42Item 8.

Financial
    Statements and Supplementary Data


43Item 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


85PART IVItem 15.

Exhibits and
    Financial Statement Schedules


85SIGNATURES


91            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, 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
    tm
    
    REALTOR.com®
    (www.realtor.com)
    Welcome
    Wagon®
    (www.welcomewagon.com)
    Moving.com (www.moving.com)
    SeniorHousingNettm
    (www.seniorhousingnet.com)
    Homeplans.com (www.homeplans.com)
    FactoryBuiltHousing.com (www.factorybuilthousing.com)    ®
  ®
     3




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##### Table of Contents



(805) 557-2300.
  OUR
    OPPORTUNITY
      ®
    STRATEGY
  tm
  Provide consumers the highest quality and deepest breadth of
    content possible.
  
    Property listing content.  An important part of
    our strategy for the Move.com web site is to give consumers
    access to the most comprehensive selection of resale, new home
    and rental listings possible. In addition to offering prominent
    access directly to
    REALTOR.com®s
    unique and comprehensive database of
    REALTOR®-represented
    properties, consisting primarily of resale listings, the launch
    of the Move.com 4




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##### Table of Contents



web site dramatically expanded the volume of listings for new
    homes and apartments. We have had in
    REALTOR.com®
    the most comprehensive database of resale listings for many
    years, but with the Move.com initiative we also have the most
    comprehensive database of listings of newly built homes and
    rentals, and are working to increase this lead and continuously
    improve the data quality.  
    Other move-related content.  In addition to
    property listings, we provide finance, moving and home and
    garden content. Our Home Finance offerings include information
    and decision support tools that help consumers understand and
    satisfy their home financing and mortgage needs. Additionally,
    consumers have access to our Find a Lender
    directory, which provides access to a variety of lending
    professionals. Our Moving channel contains content, tools and
    interactive guides for consumers moving to new homes or
    relocating to another community, including self-storage
    information, salary calculators, and school reports. Our
    Home & Garden channel is an online resource for
    consumers seeking to make improvements to their existing home,
    including remodeling, landscaping and home maintenance needs.
    Neighborhood and community content.  Consumers
    rank the quality of the neighborhood as the most important
    factor in determining where to live, according to the National
    Association of
    REALTORS®
    2006 Study of Home Buyers and Sellers. A rich content experience
    surrounding neighborhoods and the local community is a crucial
    element in our content strategy. While we already have a limited
    amount of neighborhood content available on the Move Network,
    throughout 2007 we plan to significantly enhance our
    neighborhood content and tools and add user-generated content
    from both consumers and real estate professionals.  Build durable and scaleable business
    models.
  Maintain strong relationships with the real estate
    industry.
  
    National Association of
    REALTORS®(NAR).  The NAR is the largest trade
    association in the United States that represents residential and
    commercial real estate professionals, including brokers, agents,
    property managers, appraisers, counselors and others engaged in
    all aspects of the real estate industry. NAR had approximately
    1.36 million members as of December 31, 2006. Under
    our agreement with NAR, we operate NARs official web site,
    REALTOR.com®.
    REALTOR®
    is a registered collective membership mark which may be used
    only by real estate professionals who are members of NAR and
    subscribe to its code of ethics.
    National Association of Home Builders
    (NAHB).  The NAHB is the second-largest real
    estate trade association in the United States. As of
    December 31, 2006, NAHB had approximately 235,000 members.
    Under our agreement with NAHB, we operate NAHBs official
    new homes listing web site, Move.com New Homes.
    Manufactured Housing Institute (MHI).  The MHI
    is a non-profit national trade association representing all
    segments of the manufactured and modular housing industries,
    including manufactured home producers, retailers, developers,
    community owners and managers, suppliers, insurers and financial
    service providers. As of December 31, 2006, the MHI had
    approximately 315 corporate members, and 53 state and
    regional associated members.
    American Moving and Storage Association
    (AMSA).  AMSA is a non-profit national trade
    association representing the domestic and international moving
    and storage industry. As of December 31, 2006, AMSA had
    approximately 3,200 moving company members. 5




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##### Table of Contents




    Multiple Listing Services (MLS).  An MLS is a
    database which allows real estate brokers representing sellers
    under a listing contract to widely share information about
    properties with real estate brokers who may represent potential
    buyers or wish to cooperate with a sellers broker in
    finding a buyer for the property. MLSs are typically managed by
    a governing body of local brokers
    and/or
    agents who are members of the MLS. We have relationships with
    approximately 900 MLSs nationwide, which aggregate local
    property listings by geographic location and allow us to display
    their listing content on our
    REALTOR.com®
    site.  PRODUCTS
    AND SERVICES
  Form 10-K.
  Real Estate Services

Move-Related ServicesREALTOR.com®

Welcome
    Wagon®TOP
    PRODUCER®

Retail AdvertisingMovetmRentals

HomeplansMovetmNew Homes

Moving.com   REAL
    ESTATE SERVICES
      REALTOR.com®
  ® ® ® ®
    ® ®
 6




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##### Table of Contents



Enhanced listings.
  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 any search of their
    respective zip codes;
    Featured
    Agenttm
    allows a limited number of agents to promote themselves and
    their services on
    REALTOR.com®
    within a geographically targeted real estate audience;
    Featured
    Companytm
    allows a limited number of brokers to promote themselves and
    their services on
    REALTOR.com®
    to a geographically targeted real estate audience;
    Featured Community allows a limited number of agents or brokers
    to promote themselves and their community on
    REALTOR.com®
    to a geographically targeted real estate audience; and
    Featured
    CMAtm
    allows a limited number of 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; and    Web sites.
  TOP
    PRODUCER®
  tm follow-up,
     7




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##### Table of Contents



MovetmRentals (formerly
    RENTNET®)
      Showcase Listings.
  Featured Listings. cost-per-click
  MovetmNew Homes (formerly
    HomeBuilder.com®)
      Showcase Listings.
  Featured Listings. cost-per-click
  Web sites. set-up
  MOVE-RELATED
    SERVICES
  tm ®
 8




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##### Table of Contents



Welcome
    Wagon®
    tm tm
  Retail
    Advertising
  cost-per-click
  Homeplans
    (formerly Homestore Plans and Publications)
    Moving.com
  cost-per-lead
  COMPETITION
    REAL
    ESTATE SERVICES
   9




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##### Table of Contents



®
  tm tm
      ®
  MOVE-RELATED
    SERVICES
  ®
     10




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##### Table of Contents



SEASONALITY
  ®
    GEOGRAPHIC
    REGIONS
    INFRASTRUCTURE
    AND TECHNOLOGY
      tm ® tm ® ®
  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; 11




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##### Table of Contents




    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 (000-26659), 1-800-SEC-0330.
  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
  Changes
    to our product offerings on our new home and apartment web sites
    may not be accepted by our customers.
  ® ® tm ® ® tm cost-per-click cost-per-click
  tm
 12




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We
    have a history of net losses and could incur net losses in the
    future.
  tm tm ® ® tm
  tm ® ® ® ® ® tm cost-per-click
  The
    emergence of competitors for our services may adversely impact
    our business
    We may not be able to continue to obtain
    more listings from Multiple Listing Services and real estate
    brokers than other web site operators
   13




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We may
    not be able to continue to obtain more listings from Multiple
    Listing Services and real estate brokers than other web site
    operators.
  ® ®
  ® ® ®
  Our
    quarterly financial results are subject to significant
    fluctuations.
  tm cost-per-click
  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.  Continued
    obligations to Avis Budget Group, Inc. related to our settlement
    of our securities class action lawsuit could have an adverse
    effect on our financial condition.
   14




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and/or
  We
    could be required to expend substantial amounts in connection
    with continuing indemnification obligations to a purchaser of
    one of our businesses.
         15




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##### Table of Contents



We are
    and may continue to be involved in litigation and other
    disputes.
  Form 10-K.
    
    stop selling, incorporating or using services that use the
    challenged intellectual property;
    obtain from the owner of the infringed intellectual property a
    license to the relevant intellectual property; and
    redesign those services that use technology that is the subject
    of an infringement claim.    We
    rely on intellectual property and proprietary
    rights.
  day-to-day
  ® ® ®
    Our
    recently issued Series B Preferred Stock could make it more
    difficult for us to raise additional capital.
   16




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Our
    relationship with the National Association of
    REALTORS®
    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.  ® ®
 17




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We
    must dedicate significant resources to market our subscription
    products and services to real estate
    professionals.
    A
    failure to establish and maintain strategic online relationships
    that generate a significant amount of traffic could limit the
    growth of our business.
    Delaware
    law, our certificate of incorporation and bylaws, and other
    agreements contain provisions that could discourage a
    takeover.
  ®
  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.
     18




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We
    have risks associated with changing legislation in the real
    estate industry.
  ®
  Internet
    Industry Risks
  Our
    internal network infrastructure could be disrupted as a result
    of our move to a new data center or other
    problems.
        We
    depend on continued improvements to our computer
    network.
   19




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##### Table of Contents



We
    could face liability for information on our web sites and for
    products and services sold over the Internet.
        Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.    Square


LeaseLocation

Feet


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

Westlake Village, CA


137,762



2008Technology facility (C)(R)(M)

Phoenix, AZ


8,114



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

Scottsdale, AZ


36,175



2007Welcome Wagon(M)

Plainview, NY


48,148



2015Top Producer(R)

Richmond, BC


33,702



2008Homeplans.com (M)

St. Paul, MN


24,645



2007Enterprise (R)

Milwaukee, WI


13,016



2007Moving.com (M)

Marlborough, MA


5,580



2009Sales offices (M)

Manhattan, NY


6,000



2012(C  Corporate)
    (R  Real Estate Services) (M  Move-Related
    Services)    20




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##### Table of Contents



Item 3.
    Legal
    Proceedings.  See Form 10-K, Form 10-K
  Item 4.
    Submission
    of Matters to a Vote of Security Holders.   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    Information
    High


Low2005First Quarter

$
3.24


$
2.09Second Quarter


2.34



1.65Third Quarter


4.64



2.06Fourth Quarter


5.84



3.222006First Quarter


7.04



5.12Second Quarter


7.08



4.67Third Quarter


5.68



3.73Fourth Quarter


5.89



4.322007First Quarter(up until
    February 26, 2007)


6.69



5.22     Dividends
   21




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##### Table of Contents



Form 10-K
  Recent
    Sales of Unregistered Securities
  Form 10-Q Form 8-K.
  Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of


Weighted


Number ofSecurities to be


Average


SecuritiesIssued Upon


Exercise Price


RemainingExercise of


of Outstanding


Available for FutureOutstanding


Options,


Issuance (ExcludingOptions, Warrants


Warrants and


Securities ReflectedPlan Category

and Rights


Rights


in Column (a)(a)


(b)


(c)(In thousands)





(In thousands)Equity compensation plans approved
    by security holders


25,022


$
3.60



1,708Equity compensation plans not
    approved by security holders


6,591


$
2.19



10,211Total


31,613


$
3.30



11,919   Equity
    Compensation Plan Information
      Non-Shareholder
    Approved Plans
  10-year
  1997-1998
 22




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##### Table of Contents



Form 10-K.
  Item 6.
    Selected
    Financial Data    Form 10-K.
  Year Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share amounts)Consolidated Statement of
    Operations Data:Revenue(1)

$
290,384


$
252,622


$
216,860


$
198,227


$
219,867Related party revenue














7,695



31,158Total revenue


290,384



252,622



216,860



205,922



251,025Cost of revenue(1)


65,319



56,188



50,829



56,569



73,622Gross profit


225,065



196,434



166,031



149,353



177,403Operating expenses:Sales and marketing(1)


110,263



91,071



88,388



101,122



161,554Product and web site development(1)


33,907



22,059



15,362



17,065



25,497General and administrative(1)


81,268



82,545



68,442



65,333



83,042Amortization of intangible assets


2,331



3,624



7,894



21,863



34,699Restructuring charges(1)


(278
)


(1,331
)


1,316



4,100



12,057Impairment of long-lived assets














26,999



3,482Litigation settlement






1,750



2,168



63,600



23,000Total operating expenses


227,491



199,718



183,570



300,082



343,331Loss from operations


(2,426
)


(3,284
)


(17,539
)


(150,729
)


(165,928
)Interest income (expense), net


7,255



2,351



672



(406
)


2,673Gain on settlement of distribution
    agreement














104,071



Other income (expense), net


17,410



623



2,366



691



(5,694
)Income (loss) from continuing
    operations before income taxes


22,239



(310
)


(14,501
)


(46,373
)


(168,949
)Provision for income taxes


(134
)














Income (loss) from continuing
    operations


22,105



(310
)


(14,501
)


(46,373
)


(168,949
)Gain on disposition of
    discontinued operations






855



7,294



2,530



11,790Loss from discontinued operations










(679
)


(3,281
)


(6,266
) 23




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##### Table of Contents



Year Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share amounts)Net income (loss)


22,105



545



(7,886
)


(47,124
)


(163,425
)Convertible preferred stock
    dividends and related accretion


(4,859
)


(408
)










Net income (loss) applicable to
    common stockholders

$
17,246


$
137


$
(7,886
)

$
(47,124
)

$
(163,425
)Basic income (loss) per share
    applicable to common stockholdersContinuing operations

$
0.11


$
(0.01
)

$
(0.11
)

$
(0.39
)

$
(1.43
)Discontinued operations






0.01



0.05



(0.01
)


0.05Basic income (loss) per share
    applicable to common stockholders

$
0.11


$
0.00


$
(0.06
)

$
(0.40
)

$
(1.39
)Diluted income (loss) per share
    applicable to common stockholdersContinuing operations

$
0.11


$
(0.00
)

$
(0.11
)

$
(0.39
)

$
(1.43
)Discontinued operations






0.00



0.05



(0.01
)


0.05Diluted income (loss) per share
    applicable to common stockholders

$
0.11


$
0.00


$
(0.06
)

$
(0.40
)

$
(1.39
)Shares used in calculation of
    income (loss) per shareBasic


151,170



147,175



136,518



118,996



117,900Diluted


163,394



182,548



136,518



118,996



117,900     (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 31,2006


2005


2004


2003


2002(In thousands)Revenue

$



$



$



$
1,119


$
1,501Cost of revenue


221











16



134Sales and marketing


1,977



291



301



3,795



63,848Product and web site development


1,471











15



127General and administrative


12,006



824



518



164



1,297Restructuring charges














2,140



$
15,675


$
1,115


$
819


$
7,249


$
66,907   24




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##### Table of Contents



December 31,2006


2005


2004


2003


2002(In thousands)Consolidated Balance Sheet
    Data:Cash and short-term investments

$
157,848


$
152,322


$
59,859


$
35,517


$
80,463Working capital (deficiency)


126,974



95,810



1,059



(70,729
)


(80,763
)Total assets


285,949



249,026



150,504



153,548



379,208Obligation under capital lease


4,071



1,005



2,765



1,904



Series B convertible
    preferred stock


96,212



91,349











Total stockholders equity

$
101,452


$
61,924


$
57,393


$
328


$
38,730   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Overview
  Our
    History
  ®
  Our
    Business
    tm ® ® ® ® ® tm
 25




---



##### 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 2006,
    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 that
    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.      
    Evolution of Our Product and Service Offerings and Pricing
    Structures.  Real Estate Services segment: ®
     26




---



##### Table of Contents



Move-Related Services segment: ®
  
    Investment Strategy:  We have made substantial
    investments in our business in recent years in order to improve
    our ability to bring consumers and advertisers together. As a
    result of our greater understanding of both consumer and
    customer needs, we have concluded that we need to demonstrate
    strong capabilities in four core areas: size and quality of
    consumer audience, depth and breadth of content, enduring
    industry relationships, and scaleable business models. We
    recently announced significant changes to our branding, product
    and pricing strategies to better align our solutions with these
    core competencies and we plan to continue to invest in this area
    in the future.  Acquisitions
    and Dispositions
          Revenue

$
9,137Total expenses


9,816Loss from discontinued operations

$
(679
)  27




---



##### Table of Contents



December 31,2005


2004Gross proceeds from sale

$
855


$
10,981Less:Cash subject to escrow






850Net assets sold






2,210Transaction costs






627Gain on disposition of
    discontinued operations

$
855


$
7,294   Critical
    Accounting Policies, Estimates and Assumptions
        Revenue Recognition
  
    software revenue, which includes software licenses and support
    revenue which includes software maintenance, training,
    consulting and web site hosting revenue; and
    advertising revenue for running online advertising on our web
    sites or offline advertising placed in our publications.    00-21,
   28




---



##### Table of Contents



Software Revenue
  
    on a one-year term basis; and
    on a monthly subscription basis.    97-2, SOP 98-9 SOP 97-2,
  
    the execution of a license agreement;
    product delivery;
    fees are fixed or determinable;
    collectibility is reasonably assured; and
    all other significant obligations have been fulfilled.  SOP 98-9.
  Advertising Revenue
  
    impression based;
    fixed fee subscriptions; and
    variable, performance based agreements.    Allowance
    for Doubtful Accounts
   29




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##### Table of Contents



Valuation
    of Goodwill, Identified Intangibles and Other Long-lived
    Assets
  Goodwill and Other Intangible
    Assets,
    Stock
    Based Compensation
      Legal
    Contingencies
  Form 10-K. agreed-upon
 30




---



##### Table of Contents



Results
    of Operations
    
    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.    Year Ended December 31,2006


2005


2004(In thousands)Consolidated Statement of
    Operations Data:Revenue

$
290,384


$
252,622


$
216,860Cost of revenue(1)


65,319



56,188



50,829Gross profit


225,065



196,434



166,031Operating expenses:Sales and marketing(1)


110,263



91,071



88,388Product and web site development(1)


33,907



22,059



15,362General and administrative(1)


81,268



82,545



68,442Amortization of intangible
    assets(1)


2,331



3,624



7,894Restructuring charges


(278
)


(1,331
)


1,316Litigation settlement






1,750



2,168Total operating expenses


227,491



199,718



183,570Loss from operations


(2,426
)


(3,284
)


(17,539
)Interest income, net


7,255



2,351



672Other income, net


17,410



623



2,366Income (loss) from continuing
    operations before income taxes


22,239



(310
)


(14,501
)Provision for income taxes


(134
)






Income (loss) from continuing
    operations


22,105



(310
)


(14,501
)Gain on disposition of
    discontinued operations






855



7,294Loss from discontinued operations










(679
)Net income (loss)


22,105



545



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


(4,859
)


(408
)


Net income (loss) applicable to
    common stockholders

$
17,246


$
137


$
(7,886
)  31




---



##### 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 31,2006


2005


2004(In thousands)Cost of revenue

$
221


$



$
Sales and marketing


1,977



291



301Product and web site development


1,471







General and administrative


12,006



824



518$
15,675


$
1,115


$
819   Year Ended December 31,2006


2005


2004(In thousands)As a Percentage of
    Revenue:Revenue


100
%


100
%


100
%Cost of revenue


22



22



23Gross profit


78



78



77Operating expenses:Sales and marketing


38



36



41Product and web site development


12



9



7General and administrative


28



33



32Amortization of intangible assets


1



1



4Restructuring charges






(1
)


Litigation settlement






1



1Total operating expenses


79



79



85Loss from operations


(1
)


(1
)


(8
)Interest income, net


2



1



Other income, net


6







1Income (loss) from continuing
    operations before income taxes


7







(7
)Provision for income taxes










Income (loss) from continuing
    operations


7







(7
)Gain on disposition of
    discontinued operations










3Loss from discontinued operations










Net income (loss)


7







(4
)Convertible preferred stock
    dividends and related accretion


(1
)






Net income (loss) applicable to
    common stockholders


6
%



%


(4
)%   For the
    Years Ended December 31, 2006 and 2005
  Revenue
   32




---



##### Table of Contents



Cost
    of Revenue
      Operating
    Expenses
    Sales and Marketing.
  Product and Web Site Development. tm ® ®
  General and Administrative.
  Amortization of Intangible
    Assets.
  Restructuring Charges.
  Litigation Settlement.
 33




---



##### Table of Contents



Form 10-K.
  Stock-based Compensation and Charges.
  Year EndedDecember 31,2006


2005Cost of revenue

$
221


$
Sales and marketing


1,977



291Product and web site development


1,471



General and administrative


12,006



824$
15,675


$
1,115     Interest
    Income, Net
    Other
    Income, Net
    Income
    Taxes
    Segment
    Information
   34




---



##### Table of Contents



Year Ended December 31, 2006


Year Ended December 31, 2005Real Estate


Move-Related








Real Estate


Move-RelatedServices


Services


Unallocated


Total


Services


Services


Unallocated


TotalRevenue

$
208,339



82,045







290,384


$
181,324


$
71,298


$



$
252,622Cost of revenue


33,323



28,840



3,156



65,319



27,902



26,346



1,940



56,188Gross profit (loss)


175,016



53,205



(3,156
)


225,065



153,422



44,952



(1,940
)


196,434Sales and marketing


69,915



36,461



3,887



110,263



60,125



29,644



1,302



91,071Product and web site development


25,083



4,595



4,229



33,907



15,922



3,755



2,382



22,059General and administrative


30,113



15,881



35,274



81,268



22,750



12,832



46,963



82,545Amortization of intangible assets










2,331



2,331











3,624



3,624Restructuring charges










(278
)


(278
)










(1,331
)


(1,331
)Litigation settlement


























1,750



1,750Total operating expenses


125,111



56,937



45,443



227,491



98,797



46,231



54,690



199,718Income (loss) from operations

$
49,905



(3,732
)


(48,599
)


(2,426
)

$
54,625


$
(1,279
)

$
(56,630
)

$
(3,284
)   Real
    Estate Services
  ® tm tm ® ® ® ® tm
  ® tm
 35




---



##### Table of Contents



Move-Related
    Services
  tm ®
        Unallocated
   36




---



##### Table of Contents



For the
    Years Ended December 31, 2005 and 2004
  Revenue
    Cost
    of Revenue
      Operating
    Expenses
    Sales and Marketing.
  Product and Web Site Development. ® ® ® ®
  General and Administrative. Form 10-K,
  Amortization of Intangible
    Assets.
  Restructuring Charges.
 37




---



##### Table of Contents



Litigation Settlement. Form 10-K.
  Stock-based Charges.
  Year EndedDecember 31,2005


2004Sales and marketing

$
291


$
301General and administrative


824



518$
1,115


$
819     Interest
    Income, Net
    Other
    Income, Net
    Gain
    on Disposition of Discontinued Operations and Loss from
    Discontinued Operations
    Income
    Taxes
   38




---



##### Table of Contents



Segment
    Information
    Year Ended December 31, 2005


Year Ended December 31, 2004Real Estate


Move-Related








Real Estate


Move-RelatedServices


Services


Unallocated


Total


Services


Services


Unallocated


TotalRevenue

$
181,324


$
71,298


$



$
252,622


$
148,359


$
68,501


$



$
216,860Cost of revenue


27,902



26,346



1,940



56,188



28,213



21,784



832



50,829Gross profit (loss)


153,422



44,952



(1,940
)


196,434



120,146



46,717



(832
)


166,031Sales and marketing


60,125



29,644



1,302



91,071



59,039



28,637



712



88,388Product and web site development


15,922



3,755



2,382



22,059



13,425



1,936



1



15,362General and administrative


22,750



12,832



46,963



82,545



21,033



12,373



35,036



68,442Amortization of intangible assets










3,624



3,624











7,894



7,894Litigation settlement










(1,331
)


(1,331
)










2,168



2,168Restructuring charges










1,750



1,750











1,316



1,316Total operating expenses


98,797



46,231



54,690



199,718



93,497



42,946



47,127



183,570Income (loss) from operations

$
54,625


$
(1,279
)

$
(56,630
)

$
(3,284
)

$
26,649


$
3,771


$
(47,959
)

$
(17,539
)   Real
    Estate Services
  ® ® ® ®
      Move-Related
    Services
  ® tm
   39




---



##### Table of Contents



Unallocated
  Form 10-K,
  Liquidity
    and Capital Resources
         40




---



##### Table of Contents



tm
    Payments Due by PeriodTotal


Due in One


Due in One


Due in Three


Over FivePayments Due


Year or Less


to Three Years


to Five Years


YearsCapital lease obligations

$
4,389


$
2,129


$
2,260


$



$
Operating lease obligations


15,425



6,648



3,206



2,143



3,428Distribution agreements


7,700



7,700











Web services agreements


420



420











Other purchase obligations


7,950



1,590



3,180



3,180



Total

$
35,884


$
18,487


$
8,646


$
5,323


$
3,428     tm ® tm
   41




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Developments
    No. 06-03 06-03). 06-03, 06-03 06-03.
  available-for-sale
   Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest Rate Risk.
   42




---



##### Table of Contents



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


44Consolidated
    Balance Sheets


45Consolidated
    Statements of Operations


46Consolidated
    Statements of Stockholders Equity


47Consolidated
    Statements of Cash Flows


48Notes to
    Consolidated Financial Statements


49  43




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                44




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2006


2005(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
14,873


$
13,272Short-term investments


142,975



139,050Accounts receivable, net of
    allowance for doubtful accounts of $3,331 and $1,377 at
    December 31, 2006 and 2005, respectively


18,279



15,966Other current assets


34,468



19,485Total current assets


210,595



187,773Property and equipment, net


29,245



20,717Goodwill, net


23,877



19,502Intangible assets, net


16,715



14,264Restricted cash


4,279



5,026Other assets


1,238



1,744Total assets

$
285,949


$
249,026LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable

$
4,904


$
6,427Accrued expenses


26,738



40,879Obligation under capital leases


1,904



1,005Deferred revenue


50,075



43,652Total current liabilities


83,621



91,963Obligation under capital leases


2,167



Other non-current liabilities


2,497



3,790Total liabilities


88,285



95,753Commitments and contingencies
    (Note 21)Series B convertible
    preferred stock


96,212



91,349Series A convertible
    preferred stock






Common stock, $.001 par
    value; 500,000 shares authorized, 154,116 and
    149,201 shares issued and outstanding at December 31,
    2006 and December 31, 2005, respectively


154



149Additional paid-in capital


2,069,399



2,047,456Deferred stock-based charges






(351
)Accumulated other comprehensive
    income


326



343Accumulated deficit


(1,968,427
)


(1,985,673
)Total stockholders equity


101,452



61,924Total liabilities and
    stockholders equity

$
285,949


$
249,026    45




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2006


2005


2004(In thousands, except per share amounts)Revenue

$
290,384


$
252,622


$
216,860Cost of revenue


65,319



56,188



50,829Gross profit


225,065



196,434



166,031Operating expenses:Sales and marketing


110,263



91,071



88,388Product and web site development


33,907



22,059



15,362General and administrative


81,268



82,545



68,442Amortization of intangible assets


2,331



3,624



7,894Restructuring charges


(278
)


(1,331
)


1,316Litigation settlement






1,750



2,168Total operating expenses


227,491



199,718



183,570Loss from operations


(2,426
)


(3,284
)


(17,539
)Interest income, net


7,255



2,351



672Other income, net


17,410



623



2,366Income (loss) from continuing
    operations before income taxes


22,239



(310
)


(14,501
)Provision for income taxes


(134
)






Income (loss) from continuing
    operations


22,105



(310
)


(14,501
)Gain on disposition of
    discontinued operations






855



7,294Loss from discontinued operations










(679
)Net income (loss)


22,105



545



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


(4,859
)


(408
)


Net income (loss) applicable to
    common stockholders

$
17,246


$
137


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

$
0.11


$
(0.01
)

$
(0.11
)Discontinued operations






0.01



0.05Basic income (loss) per share
    applicable to common stockholders

$
0.11


$
0.00


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

$
0.11


$
(0.00
)

$
(0.11
)Discontinued operations






0.00



0.05Diluted income (loss) per share
    applicable to common stockholders

$
0.11


$
0.00


$
(0.06
)Shares used in calculation of
    income (loss) per share applicable to common stockholders:Basic


151,170



147,175



136,518Diluted


163,394



182,548



136,518    46




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  Deferred


AccumulatedConvertible








Additional





Stock-


Other





TotalPreferred Stock


Common Stock


Paid-in


Treasury


based


Comprehensive


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Stock


Charges


Income (loss)


Deficit


Equity(In thousands)Balance at December 31, 2003





$




120,871


$
122


$
1,992,591


$
(14,470
)

$
(258
)

$
267


$
(1,977,924
)

$
328Comprehensive income (loss):Net loss


































(7,886
)


(7,886
)Unrealized loss on marketable
    securities






























2







2Foreign currency translation






























140







140Comprehensive loss






























142



(7,886
)


(7,744
)Issuance of common stock under
    employee stock purchase plan and exercise of stock options










3,146



4



3,862



















3,866Issuance of restricted stock










148







667







(367
)










300Retirement of treasury stock














(1
)


(14,469
)


14,470















Stock-based charges


























219











219Shares issued in settlement of
    litigation










22,703



22



60,402



















60,424Balance at December 31, 2004





$




146,868


$
147


$
2,043,053


$



$
(406
)

$
409


$
(1,985,810
)

$
57,393Comprehensive income (loss):Net income


































545



545Unrealized gain on marketable
    securities






























(2
)






(2
)Foreign currency translation






























(64
)






(64
)Comprehensive income






























(66
)


545



479Issuance of common stock under
    exercise of stock options










1,962



2



3,617



















3,619Issuance of restricted stock










106







219







(219
)










Stock-based charges










115







249







274











523Convertible preferred stock
    dividend and accretion of discount


































(408
)


(408
)Shares issued in settlement of
    contractual obligations










150







318



















318Balance 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
)

$
101,452   47




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2006


2005


2004(In thousands)Cash flows from continuing
    operating activities:Income (loss) from continuing
    operations

$
22,105


$
(310
)

$
(14,501
)Adjustments to reconcile income
    (loss) from continuing operations to net cash provided by
    continuing operating activities:Depreciation


10,497



7,500



7,901Amortization of intangible assets


2,331



3,624



7,894Provision for doubtful accounts


2,200



731



340Stock-based compensation and
    charges


15,675



1,115



819Gain on sales of property and
    equipment






(156
)


(2,226
)Other non-cash items


(305
)


(109
)


(40
)Changes in operating assets and
    liabilities, net of acquisitions and discontinued operations:Accounts receivable


(3,017
)


(4,165
)


(430
)Prepaid distribution expense










10,509Other assets


(14,695
)


(1,882
)


(130
)Accounts payable and accrued
    expenses


(17,128
)


(680
)


1,414Accrued distribution agreement










(7,406
)Deferred revenue


5,756



141



5,475Net cash provided by continuing
    operating activities


23,419



5,809



9,619Net cash provided by discontinued
    operations






855



9,915Net cash provided by operating
    activities


23,419



6,664



19,534Cash flows from investing
    activities:Purchases of property and equipment


(12,923
)


(11,154
)


(3,716
)Acquisitions, net


(9,572
)






Purchases of short-term investments


(30,250
)


(116,285
)


(24,465
)Maturities of short-term
    investments


26,325



22,275



1,000Purchases of intangible assets


(300
)






Proceeds from sales of property
    and equipment






203



6,737Net cash used in investing
    activities


(26,720
)


(104,961
)


(20,444
)Cash flows from financing
    activities:Proceeds from exercise of stock
    options, warrants and share issuances under employee stock
    purchase plan


6,890



3,619



3,866Payments on capital lease
    obligations


(2,735
)


(1,760
)


(2,079
)Restricted cash


747



814



Proceeds from sale of convertible
    preferred stock






94,077



Net cash provided by financing
    activities


4,902



96,750



1,787Change in cash and cash equivalents


1,601



(1,547
)


877Cash and cash equivalents,
    beginning of period


13,272



14,819



13,942Cash and cash equivalents, end of
    period

$
14,873


$
13,272


$
14,819    48




---



##### Table of Contents



MOVE,
    INC.



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Business    tm ® ® ® ® ® tm
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation and Basis of
    Presentation
  Use of Estimates
  Cash and Cash Equivalents, Short-Term
    Investments
  available-for-sale available-for-sale
 49




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted Cash
  Concentration of Credit Risk
  Fair Value of Financial Instruments
  Prepaid Commissions
  Property and Equipment
  Product and Web Site Development Costs 98-1, 00-02,
  Identifiable Intangibles, Goodwill and other Long-Lived
    Assets
   50




---



##### Table of Contents



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

(In Years)Customer, merchant lists and
    relationships


4.5NAR operating agreement


15.5Online traffic


3Purchased technology


5.3Trade names, trademarks and brand
    name


14.6Other


4.6   Revenue Recognition
  00-21,
    Software Revenue
  SOP 97-2, SOP 98-9, SOP 97-2, SOP 98-9.
 51




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Advertising Revenue
  Shipping and Handling Income and Costs 00-10,
  Advertising Expense
  Stock-Based Compensation and Charges
      EITF 96-18,
  Income Taxes
 52




---



##### 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
  06-03, 06-03). 06-03, 06-03 06-03.
 53




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   available-for-sale
  Reclassifications
  3.
    Acquisitions
    and Disposals         54




---



##### Table of Contents



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

$
9,137Total expenses


9,816Loss from discontinued operations

$
(679
)     December 31,2005


2004Gross proceeds from sale

$
855


$
10,981Less:Cash subject to escrow






850Net assets sold






2,210Transaction costs






627Gain on disposition of
    discontinued operations

$
855


$
7,294   4.
    Restructuring
    Charges       55




---



##### Table of Contents



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


andTermination


Related


Asset


ContractualBenefits


Charges


Write-offs


Obligations


TotalInitial restructuring charge

$
6,364


$
12,782


$
10,917


$
5,733


$
35,796Cash paid


(3,511
)


(137
)






(141
)


(3,789
)Non-cash charges










(10,917
)






(10,917
)Restructuring accrual at
    December 31, 2001


2,853



12,645







5,592



21,090Cash paid


(2,274
)


(5,480
)






(3,631
)


(11,385
)Change in estimates


(396
)


6,027







(798
)


4,833Non-cash charges






488











488Sale of a subsidiary


(156
)














(156
)Restructuring accrual at
    December 31, 2002


27



13,680







1,163



14,870Cash paid


(6
)


(4,970
)






(576
)


(5,552
)Change in estimates


(10
)


1,290







(203
)


1,077Restructuring accrual at
    December 31, 2003


11



10,000







384



10,395Cash paid


(5
)


(3,966
)






(11
)


(3,982
)Change in estimates






987







28



1,015Restructuring accrual at
    December 31, 2004


6



7,021







401



7,428Cash paid






(3,260
)






(8
)


(3,268
)Change in estimates


(6
)


(1,172
)






(148
)


(1,326
)Restructuring accrual at
    December 31, 2005






2,589







245



2,834Cash paid






(2,544
)






(20
)


(2,564
)Change in estimates






(22
)






(196
)


(218
)Restructuring accrual at
    December 31, 2006

$



$
23


$



$
29


$
52      56




---



##### Table of Contents



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


andTermination


Related


AssetBenefits


Charges


Write-offs


TotalInitial restructuring charge

$
1,720


$
309


$
260


$
2,289Non-cash charges










(260
)


(260
)Cash paid


(1,452
)


(187
)






(1,639
)Change in estimates


(242
)


1,584







1,342Restructuring accrual at
    December 31, 2002


26



1,706







1,732Cash paid


(12
)


(387
)






(399
)Change in estimates


(14
)


46







32Restructuring accrual at
    December 31, 2003






1,365







1,365Cash paid






(386
)






(386
)Change in estimates






372







372Restructuring accrual at
    December 31, 2004






1,351







1,351Cash paid






(414
)






(414
)Change in estimates






29







29Restructuring accrual at
    December 31, 2005






966







966Cash paid






(881
)






(881
)Change in estimates






(60
)






(60
)Restructuring accrual at
    December 31, 2006

$



$
25


$



$
25  57




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Short-term
    Investments  available-for-sale
  Book


Unrealized


Unrealized


EstimatedValue


Gains


Losses


Fair ValueDecember 31, 2006Corporate bonds

$
58,550


$



$



$
58,550Municipal bonds


84,425











84,425Total short term investments

$
142,975


$



$



$
142,975December 31, 2005Money market funds

$
7,150


$



$



$
7,150Municipal bonds


131,900











131,900Total short term investments

$
139,050


$



$



$
139,050   available-for-sale available-for-sale
  6.
    Property
    and Equipment    As of December 31,2006


2005Computer software and equipment

$
56,063


$
44,562Furniture, fixtures and office
    equipment


4,358



4,264Leasehold improvements


10,599



6,607Machinery and equipment


2,389



1,380Construction in progress


3,658



4,06177,067



60,874Less: accumulated depreciation


(47,822
)


(40,157
)$
29,245


$
20,717    58




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Goodwill
    and Other Intangible Assets    As of December 31,2006


2005Real Estate Services

$
12,988


$
12,988Move-Related Services


10,889



6,514Total

$
23,877


$
19,502     As of December 31,2006


2005Gross


Accumulated


Gross


AccumulatedAmount


Amortization


Amount


AmortizationTrade names, trademarks, and brand
    names

$
22,046


$
8,184


$
19,746


$
6,902Purchased technology


10,499



9,265



9,099



9,099NAR®
    operating agreement


1,578



751



1,578



601Customer lists and relationships


1,041



865



786



732Other


6,340



5,724



5,515



5,126Total

$
41,504


$
24,789


$
36,724


$
22,460     Year Ended December 31,

Amount2007

$
1,9902008


1,9632009


1,6872010


1,6202011


1,617  59




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.
    Other
    Current Assets    As of December 31,2006


2005Receivable from sale of equity
    securities

$
15,743


$
Prepaid commissions


7,849



7,139Cash surrender value of life
    insurance policies


5,218



5,218Other


5,658



7,128$
34,468


$
19,485   9.
    Accrued
    Expenses    As of December 31,2006


2005Accrued payroll and related
    benefits

$
12,310


$
16,060Accrued professional fees


1,429



9,140Accrued restructuring charges


77



3,264Other


12,922



12,415$
26,738


$
40,879   10.
    Related-party
    Transactions    11.
    Segment
    Information     60




---



##### Table of Contents



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


Move-RelatedServices


Services


Unallocated


TotalRevenue

$
208,339


$
82,045


$



$
290,384Cost of revenue


33,323



28,840



3,156



65,319Gross profit (loss)


175,016



53,205



(3,156
)


225,065Sales and marketing


69,915



36,461



3,887



110,263Product and web site development


25,083



4,595



4,229



33,907General and administrative


30,113



15,881



35,274



81,268Amortization of intangible assets










2,331



2,331Restructuring charges










(278
)


(278
)Total operating expenses


125,111



56,937



45,443



227,491Income (loss) from operations

$
49,905


$
(3,732
)

$
(48,599
)

$
(2,426
)   For the Year Ended December 31, 2005Real Estate


Move-RelatedServices


Services


Unallocated


TotalRevenue

$
181,324


$
71,298


$



$
252,622Cost of revenue


27,902



26,346



1,940



56,188Gross profit (loss)


153,422



44,952



(1,940
)


196,434Sales and marketing


60,125



29,644



1,302



91,071Product and web site development


15,922



3,755



2,382



22,059General and administrative


22,750



12,832



46,963



82,545Amortization of intangible assets










3,624



3,624Litigation settlement










1,750



1,750Restructuring charges










(1,331
)


(1,331
)Total operating expenses


98,797



46,231



54,690



199,718Income (loss) from operations

$
54,625


$
(1,279
)

$
(56,630
)

$
(3,284
)   61




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2004Real Estate


Move-RelatedServices


Services


Unallocated


TotalRevenue

$
148,359


$
68,501


$



$
216,860Cost of revenue


28,213



21,784



832



50,829Gross profit (loss)


120,146



46,717



(832
)


166,031Sales and marketing


59,039



28,637



712



88,388Product and web site development


13,425



1,936



1



15,362General and administrative


21,033



12,373



35,036



68,442Amortization of intangible assets










7,894



7,894Litigation settlement










2,168



2,168Restructuring charges










1,316



1,316Total operating expenses


93,497



42,946



47,127



183,570Income (loss) from operations

$
26,649


$
3,771


$
(47,959
)

$
(17,539
)   12.
    Stock
    Plans  Option
    Plans
         62




---



##### Table of Contents



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





Averageof Shares


Price per Share


Exercise PriceOutstanding at December 31,
    2003


22,549


$
0.30 to 89.25


$
2.87Granted


8,459



2.18 to 4.88



3.37Exercised


(1,739
)


0.30 to 3.00



1.39Cancelled


(1,356
)


0.30 to 89.25



5.40Outstanding at December 31,
    2004


27,913



0.30 to 89.25



2.99Granted


7,031



1.95 to 5.10



2.31Exercised


(1,962
)


0.30 to 4.80



1.84Cancelled


(767
)


0.30 to 69.63



5.86Outstanding 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


$
3.30       OptionsOutstandingWeighted Average


Weighted


Options ExercisableNumber


Remaining


Average


Number


AveragePrices

of Shares


Contractual Life


Exercise Price


of Shares


Exercise Price$0.30 to 1.72


1,159



5.79


$
0.97



1,126


$
0.971.76


10,416



5.06



1.76



10,416



1.761.95 to 2.07


1,018



8.44



1.95



357



1.962.16


4,300



8.21



2.16



1,875



2.162.18 to 3.24


3,467



6.97



2.46



2,266



2.473.49 to 4.09


3,446



7.35



4.02



1,718



3.994.17 to 4.80


3,193



8.94



4.64



837



4.494.88 to 5.48


3,208



9.54



5.10



340



4.925.51 to 72.13


1,401



6.78



14.06



692



22.2589.25


5



3.09



89.25



5



89.25$0.30 to $89.25


31,613



7.01


$
3.30



19,632


$
2.95    63




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Stock-Based
    Compensation and Charges
    EITF 96-18
    additional-paid-in-capital.
         64




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year EndedDecember 31, 2006Risk-free interest rates


4.35  5.33
%Expected term (in years)


6.06Dividend yield


0
%Expected volatility


80
%         For the Year EndedDecember 31,2006


2005


2004Cost of revenue

$
221


$



$
Sales and marketing


1,977



291



301Product and web site development


1,471







General and administrative


12,006



824



518Total

$
15,675


$
1,115


$
819    65




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Year EndedDecember 31,2005


2004Net income (loss) applicable to
    common stockholders:As reported

$
137


$
(7,886
)Add: Stock-based employee
    compensation charges included in reported net income (loss)(1)


550



300Deduct: Total stock-based
    compensation determined under the fair value-based method for
    all awards


(17,429
)


(15,747
)Pro forma net loss

$
(16,742
)

$
(23,333
)Net loss per share 
    basic and diluted:As reported

$
(0.00
)

$
(0.06
)Pro forma

$
(0.11
)

$
(0.17
)     (1)
    
    Represents restricted stock compensation expense.    For the Year EndedDecember 31,2005

2004Risk-free interest rates


4
%


3
%Expected lives (in years)


4



4Dividend yield


0
%


0
%Expected volatility


124
%


130
%    66




---



##### 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


$
3.91     13.
    Warrants    14.
    Series B
    Convertible Preferred Stock   67




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            68




---



##### 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

$
96,212   15.
    Capitalization    Voting
  Dividends
  Liquidation
  Redemption
 69




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Conversion ® ®
  Issuance
    of Common Stock
      ® ®
       70




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Net
    Income (Loss) per Share    Year Ended December 31,2006


2005


2004Numerator:Income (loss) from continuing
    operations

$
22,105


$
(310
)

$
(14,501
)Gain on disposition of
    discontinued operations






855



7,294Loss from discontinued operations










(679
)Net income (loss)


22,105



545



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


4,859



408



Net income (loss) applicable to
    common stockholders

$
17,246


$
137


$
(7,886
)Denominator:Basic weighted average shares
    outstanding


151,170



147,175



136,518Dilutive effect of options,
    warrants and restricted stock


12,224



11,489



Dilutive effect of assumed
    conversion of convertible preferred stock






23,884



Fully diluted weighted average
    shares outstanding


163,394



182,548



136,518Basic income (loss) applicable to
    common stockholders:Continuing operations

$
0.11


$
(0.01
)

$
(0.11
)Discontinued operations






0.01



0.05Net income (loss)

$
0.11


$
0.00


$
(0.06
)Diluted income (loss) applicable
    to common stockholders:Continuing operations

$
0.11


$
(0.00
)

$
(0.11
)Discontinued operations






0.00



0.05Net income (loss)

$
0.11


$
0.00


$
(0.06
)     17.
    Supplemental
    Cash Flow Information    
    The Company paid $303,000 in interest.
    The Company issued 109,500 shares of restricted common
    stock to certain members of its Board of Directors. These shares
    vest in three years. The charge associated with these shares was
    $522,000 and is being recognized over the three-year vesting
    period.
    The Company issued $3.6 million in additional Series B
    Preferred Stock as in-kind dividends.
    The Company funded $5.8 million of capital expenditures
    through capital lease financing arrangements. 71




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     
    The Company paid $75,000 in interest.
    The Company issued 150,000 shares of stock to settle
    contractual obligations of $318,000.
    The Company issued $311,000 in additional Series B
    Preferred Stock as in-kind dividends.
    The Company issued 115,740 shares of restricted common
    stock to its Chief Executive Officer. These shares vest over
    three years. The expense associated with these shares was
    $250,000 and was recognized in 2005.
    The Company issued 105,450 shares of restricted common
    stock to certain members of its Board of Directors. Theses
    shares vest in three years. The charge associated with these
    shares was $219,000 and is being recognized over the three-year
    vesting period.
    The Company excluded $1.8 million of capital expenditures
    and associated accounts payable recorded at the end of December
    2005 as these purchases were subsequently funded through capital
    lease financing arrangements in January 2006.    
    The Company paid $62,000 in interest.
    The Company sold two of its business units generating net
    proceeds of $9.5 million and a gain on sale of
    $7.3 million.
    The Company sold its Welcome
    Wagon®
    office building generating net proceeds of $6.3 million and
    a gain on sale of $1.4 million.
    The Company issued 20 million shares of stock and paid
    $3.0 million in settlement of the Securities
    Class Action lawsuit that had previously been accrued at
    $53.6 million.
    The Company issued 200,000 shares of stock and paid
    $150,000 in settlement of the derivative litigation suit which
    had previously been accrued at $710,000.
    The Company issued 2.3 million shares of stock in
    settlement of the Top
    Producer®
    litigation resulting in an additional charge of $793,000 against
    an existing accrual of $7.9 million.
    The Company granted 70,922 shares of restricted common
    stock to its Chief Executive Officer. These shares vest in three
    years. The expense associated with these shares was $300,000 and
    was recognized in 2004.
    The Company issued 77,250 shares of restricted common stock
    to certain members of its Board of Directors. These shares vest
    in three years. The charge associated with these shares was
    $367,000 and is being recognized over the three-year vesting
    period.
    The Company funded $3.2 million of capital expenditure
    through capital lease financing arrangements.  18.
    Defined
    Contribution Plan   72




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##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Income
    Taxes      December 31,2006


2005Deferred tax assets:Net operating loss carryforwards

$
338,543


$
370,174Deferred expenses


7,285



11,230Impairment charges


1,864



6,232Amortization of acquired
    intangible assets


3,901



11,098Other


6,317



710357,910



399,444Less: valuation allowance


(357,910
)


(399,444
)Net deferred tax assets






Deferred tax liabilities:Amortization of acquired
    intangible assets


134



Net deferred tax liability

$
134


$
        73




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31, 2006Amount


Tax RateStatutory rate applied to income
    before income taxes

$
6,352



34
%State taxes, net of federal tax
    benefit


1,434



8
%Permanent items


3,127



17
%Foreign tax rate differences


(17
)


(0
)%Change in indefinite lived
    intangibles


134



1
%Change in valuation allowance


(10,896
)


(59
)%Total tax provision

$
134



1
%         20.
    Settlements
    of Disputes and Litigation  Settlement
    of Securities Class Action Lawsuit and Potential
    Obligations
     74




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##### Table of Contents



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




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          ®
    21.
    Commitments
    and Contingencies  Operating
    and Capital Leases
   76




---



##### Table of Contents



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


OperatingYear Ended December 31,

Leases


Leases2007

$
2,129


$
6,6482008


1,983



2,1002009


277



1,1062010






1,0912011 and thereafter






4,480Total

$
4,389


$
15,425Less: Amount representing interest


(318
)Net capital leases


4,071Less: Current portion


(1,904
)Long-term capital leases

$
2,167       Distribution
    and Web Services Agreements
    Other
    Commitments
  ® ® ®
  Year Ending December 31,2007

$
1,5902008


1,5902009


1,5902010


1,5902011


1,590Total

$
7,950    77




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##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Legal
    Proceedings
    ® ® ®
      ®
 78




---



##### Table of Contents



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




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Contingencies
  Form 10-K
  22.
    Subsequent
    Events (unaudited)  Stock
    Plans
    23.
    Quarterly
    Financial Data (unaudited)    Three Months EndedMar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,2006


2006


2006


2006


2005


2005


2005


2005(In thousands, except per share amounts)Revenue

$
68,979


$
73,891


$
75,672


$
71,842


$
56,456


$
63,253


$
66,338


$
66,575Gross profit


52,573



57,444



58,705



56,343



43,555



49,714



52,437



50,728Income (loss) from continuing
    operations


(1,159
)


2,597



2,169



18,632



(395
)


3,320



1,945



(5,180
)Income (loss) from discontinued
    operations






























855Net income (loss)


(1,159
)


2,597



2,169



18,498



(395
)


3,320



1,945



(4,325
)Convertible preferred stock
    dividends and related accretion


(1,174
)


(1,181
)


(1,189
)


(1,315
)














(408
)Net income (loss) applicable to
    common stockholders

$
(2,333
)

$
1,416


$
980


$
17,183


$
(395
)

$
3,320


$
1,945


$
(4,733
)Basic net income (loss) per share
    applicable to common stockholders:Continuing operations

$
(0.02
)

$
0.01


$
0.01


$
0.11


$
(0.00
)

$
0.02


$
0.01


$
(0.04
)Discontinued operations






























0.01Net income (loss)

$
(0.02
)

$
0.01


$
0.01


$
0.11


$
(0.00
)

$
0.02


$
0.01


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

$
(0.02
)

$
0.01


$
0.01


$
0.10


$
(0.00
)

$
0.02


$
0.01


$
(0.04
)Discontinued operations






























0.01Net income (loss)

$
(0.02
)

$
0.01


$
0.01


$
0.10


$
(0.00
)

$
0.02


$
0.01


$
(0.03
)    80




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     81




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15
   82




---



##### Table of Contents



Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
        /s/  W.
    MICHAEL
    LONGMarch 1, 2007

W. Michael LongChief Executive Officer/s/  LEWIS
    R.
    BELOTE, IIIMarch 1, 2007

Lewis R. Belote, IIIChief Financial Officer  83




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##### Table of Contents



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




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III    Item 10.
    Directors,
    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    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:
   85




---



##### Table of Contents



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.(2)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.)10
.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
    Form 8-K
    filed March 19, 2002.)10
.08

Distribution Agreement dated
    January 9, 2003 between America Online, Inc. and Homestore,
    Inc. (Incorporated by reference to Exhibit 10.10 to our
    annual report on
    Form 10-K
    filed March 26, 2003.)(1) 86




---



##### Table of Contents



Number

Exhibit Title10
.09

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
    Form 10-K
    for the year ended December 31, 2000 filed April 2,
    2001.)10
.10

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
.11

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
.12

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
.13

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
.14

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
.15

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
.16

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)10
.17

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
.18

1997 Stock Initiative 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
.19

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
.20

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
.21

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
.22

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
.23

Employment Agreement dated
    March 6, 2002 between
    Homestore.com®,
    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
.24

2003 Executive Bonus Plan of W.
    Michael Long. (Incorporated by reference to Exhibit 10.1 to
    our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2003 filed
    November 13, 2003.)(3)10
.25

2005 Executive Bonus Plan of W.
    Michael Long. (Incorporated by reference to Exhibit 10.1 to
    our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed August 5,
    2005.)(3)10
.26

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
.27

Employment Agreement dated
    March 6, 2002 between
    Homestore.com®,
    Inc. and Jack D. Dennison. (Incorporated by reference to
    Exhibit 6.03(A) to our quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2002 filed May 14,
    2002.)(3)10
.28

2003 Executive Bonus Plan of Jack
    D. Dennison. (Incorporated by reference to Exhibit 10.2 to
    our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2003 filed
    November 13, 2003.)(3) 87




---



##### Table of Contents



Number

Exhibit Title10
.29

2005 Executive Bonus Plan of Jack
    D. Dennison. (Incorporated by reference to Exhibit 10.2 to
    our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed August 5,
    2005.)(3)10
.30

2006 Executive Bonus Plan for Jack
    D. Dennison. (Incorporated by reference to Exhibit 10.4 to
    our quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2006 filed May 5,
    2006.)(3)10
.31

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
.32

2003 Executive Bonus Plan of Lewis
    R. Belote III. (Incorporated by reference to
    Exhibit 10.3 to our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2003 filed
    November 13, 2003.)(3)10
.33

2005 Executive Bonus Plan of Lewis
    R. Belote III. (Incorporated by reference to
    Exhibit 10.4 to our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed August 5,
    2005.)(3)10
.34

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
.35

Executive Retention and Severance
    Agreement dated April 24, 2002 between
    Homestore.com®,
    Inc. and Allan P. Merrill. (Incorporated by reference to
    Exhibit 6.06(A) to our
    Form 10-Q
    for the quarter ended March 31, 2002 filed May 14,
    2002.)(3)10
.36

Memorandum dated March 29,
    2002 to Allan P. Merrill. (Incorporated by reference to
    Exhibit 6.07(A) to our
    Form 10-Q
    for the quarter ended March 31, 2002 filed May 14,
    2002.)(3)10
.37

2003 Executive Bonus Plan of Allan
    P. Merrill. (Incorporated by reference to Exhibit 10.5 to
    our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2003 filed
    November 31, 2003.)(3)10
.38

2005 Executive Bonus Plan of Allan
    P. Merrill. (Incorporated by reference to Exhibit 10.6 to
    our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed August 5,
    2005.)(3)10
.39

2006 Executive Bonus Plan for
    Allan P. Merrill. (Incorporated by reference to
    Exhibit 10.8 to our quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2006 filed May 5,
    2006.)(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)10
.42

2003 Executive Bonus Plan of Allan
    D. Dalton. (Incorporated by reference to Exhibit 10.4 to
    our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2003 filed
    November 13, 2003.)(3)10
.43

Realtor + Top Producer 2005
    Executive Bonus Plan of Allan D. Dalton. (Incorporated by
    reference to Exhibit 10.3 to our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2005 filed August 5,
    2005.)(3)10
.44

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
.45

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
.46

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
.47

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.) 88




---



##### Table of Contents



Number

Exhibit Title10
.48

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
.49

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
.50.1

Distribution Agreement dated
    June 30, 2004 between America Online, Inc. and Homestore,
    Inc. (Incorporated by reference to Exhibit 10.1 to our
    quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2004 filed August 4,
    2004.) (1)10
.51.2

Amendment to Distribution
    Agreement dated as of October 29, 2005 between Registrant
    and America Online, Inc. (Incorporated by reference to
    Exhibit 10.1 to our quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2005 filed
    November 9, 2005.)(4)10
.52

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
.53

Master Distribution Agreement
    dated February 2, 2005 among Homestore, Inc., Homestore
    Sales Company, Inc. and NRT Incorporated. (Incorporated be
    reference to Exhibit 10.55 of our
    Form 10-K
    for the year ended December 31, 2004 filed March 11,
    2005.) (1)10
.54

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
.55

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)10
.56

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
.57

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
.58

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
.59

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
.60

Letter Amendment dated
    March 16, 2006 to Master Distribution Agreement dated
    February 2, 2006 between Homestore, Inc., Move Sales, Inc.
    (then known as Homestore Sales Company, Inc.), and NRT
    Incorporated. (Incorporated by reference to Exhibit 10.2 to
    our quarterly report on
    Form 10-Q
    for the quarter ended March 31, 2006 filed May 5,
    2006.) (1)10
.61

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.)14
.01

Homestore, Inc. Code of Conduct
    and Business Ethics. (Incorporated by reference to
    Exhibit 14.1 to our current report on
    Form 8-K
    filed March 21, 2005.)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) 89




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##### Table of Contents



Number

Exhibit Title32
.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.  Exhibits
   90




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##### Table of Contents



SIGNATURES      By:
    /s/  W.
    MICHAEL LONG   Chief Executive Officer
  By:
    /s/  LEWIS
    R. BELOTE, III   Chief Financial Officer
    POWER OF
    ATTORNEY
  KNOW ALL PERSONS BY THESE PRESENTS attorneys-in-fact Form 10-K attorneys-in-fact, attorneys-in-fact
    Signature

Title

DatePrincipal Executive
    Officer:/s/  W.
    MICHAEL LONGW.
    Michael Long

Chief Executive Officer and
    Director

March 1, 2007Principal Financial Officer and
    Principal Accounting Officer:/s/  LEWIS
    R.
    BELOTE, IIILewis
    R. Belote, III

Chief Financial Officer

March 1, 2007 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 1, 2007/s/  FRED
    D. ANDERSONFred
    D. Anderson

Director

March 1, 2007/s/  L.
    JOHN DOERRL.
    John Doerr

Director

March 1, 2007/s/  WILLIAM
    E. KELVIEWilliam
    E. Kelvie

Director

March 1, 2007/s/  KENNETH
    K. KLEINKenneth
    K. Klein

Director

March 1, 2007/s/  GERALDINE
    B. LAYBOURNEGeraldine
    B. Laybourne

Director

March 1, 2007/s/  ROGER
    B. MCNAMEERoger
    B. McNamee

Director

March 1, 2007/s/  V.
    PAUL UNRUHV.
    Paul Unruh

Director

March 1, 2007/s/  BRUCE
    G. WILLISONBruce
    G. Willison

Director

March 1, 2007/s/  ALAN
    J. YASSKYAlan
    J. Yassky

Director

March 1, 2007  92