##### Table of Contents





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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2009o

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.)910 East Hamilton Avenue
    Campbell, California(Address of Principal
    Executive Offices)

95008(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 MarketWarrants to purchase Common Stock, par value $.001 per share

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

Accelerated
    filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
  Aggregate market value of voting common stock held by
    non-affiliates of the registrant as of June 30, 2009*


$223,269,476Number of shares of common stock outstanding as of March 1,
    2010


155,757,194   *
    
    Based on the closing price of the common stock of $2.16 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, 2009
    INDEX
   
 PagePART IItem 1.


Business


3Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


16Item 2.


Properties


16Item 3.


Legal Proceedings


16Item 4.


Reserved


16PART IIItem 5.


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


17Item 6.


Selected Financial Data


20Item 7.


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


21Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


37Item 8.


Financial Statements and Supplementary Data


38Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


78Item 9A.


Controls and Procedures


78Item 9B.


Other Information


81PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


81Item 11.


Executive Compensation


81Item 12.


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


81Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


81Item 14.


Principal Accounting Fees and Services


81PART IVItem 15.


Exhibits and Financial Statement Schedules


82SIGNATURES


87EX-10.34EX-10.68EX-10.69EX-10.70EX-10.71EX-10.72EX-21.01EX-23.01EX-31.01EX-31.02EX-32.01EX-32.02EX-99.01    This Annual Report on
    Form 10-K
    and the documents incorporated herein by reference contain
    forward-looking statements based on our current expectations,
    estimates and projections about our industry, beliefs, and
    certain assumptions made by us. Words such as
    believes, anticipates,
    estimates, expects,
    projections, may, potential,
    plan, continue and words of similar
    import constitute forward-looking statements. The
    forward-looking statements contained in this report involve
    known and unknown risks, uncertainties and other factors that
    may cause our actual results to be materially different from
    those expressed or implied by these statements. These factors
    include those listed under Risk Factors,
    Business, Managements Discussion and
    Analysis of Financial Condition and Results of Operations,
    and elsewhere in this
    Form 10-K,
    and the other documents we file with the Securities and Exchange
    Commission (SEC), including our reports on
    Form 8-K
    and
    Form 10-Q,
    and any amendments thereto. Other unknown or unpredictable
    factors also could have material adverse effects on our future
    results. The forward-looking statements included in this Annual
    Report on
    Form 10-K
    are made only as of the date of this Annual Report. We cannot
    guarantee future results, levels of activity, performance or
    achievements. Accordingly, you should not place undue reliance
    on these forward-looking statements. Finally, we expressly
    disclaim any intent or obligation to update any forward-looking
    statements to reflect subsequent events or circumstances.
 2




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##### Table of Contents



PART I  Item 1.
    Business.  OVERVIEW
  ® ®
  ®
  rd up-to-date
    (805) 557-2300.
  PRODUCTS
    AND SERVICES
  REALTOR.com®
  ® ®
    ®
 3




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®
    Showcase Listing Enhancements.
  Display ad products.
  
    Featured
    Homestm

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

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

    Featured
    Companytm

    and Featured
    Communitytm

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

    in the form of banner advertising within a geographically
    targeted real estate audience;
    Featured
    CMAtm

    allows agents or brokers to present consumers with information
    about their local market conditions and, in the process,
    recognize the value of contacting them for professional
    consultation and assistance; and
    Search Assist allows agents or brokers to present consumers who
    register on the
    REALTOR.com®

    web site with updated property listings via email in the
    neighborhood they are searching.    Web sites.
  Top
    Producer®
  ® ® ® follow-up,
   4




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##### Table of Contents



® tm ® ® ®
  Move®

    Rentals
    Showcase Listings.
  Featured Listings. cost-per-click
  Display Advertising.
  Media
  cost-per-click
  cost-per-lead
  BUSINESSES
    EXITED OR PLACED INTO JOINT VENTURE
    COMPETITION
  ®
 5




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®
      ®
      SEASONALITY
  cost-per-click
  GEOGRAPHIC
    REGIONS
    INFRASTRUCTURE
    AND TECHNOLOGY
   6




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##### Table of Contents



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

    trademark or the
    REALTOR.com®

    domain name, or be unable to protect the other trademarks or web
    site addresses that are important to our business, and therefore
    would need to devote substantial resources toward developing an
    independent brand identity;
    we could be subject to litigation with respect to our
    intellectual property rights or those of third parties providing
    us with content or other licensed material;
    we may be required to license additional technology and
    information from others, which could require substantial
    expenditures by us; and
    legal standards relating to the validity, enforceability and
    scope of protection of proprietary rights in Internet-related
    businesses are uncertain and continue to evolve, and we can give
    no assurance regarding our ability to protect our intellectual
    property and other proprietary rights.    EMPLOYEES
      AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K http://investor.move.com
 7




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##### Table of Contents



(000-26659), 1-800-SEC-0330. http://www.sec.gov.
  Item 1A.
    Risk
    Factors.  You should consider carefully the following risk factors and
    other information included or incorporated by reference in this
    Form 10-K.
    The risks and uncertainties described below are not the only
    ones we face. Additional risks and uncertainties not presently
    known to us or that we deem to be currently immaterial also may
    impair our business operations. If any of the following risks
    actually occur, our business, financial condition and operating
    results could be materially adversely affected.
  Risks
    Related to Our Business
  We
    have had a history of net losses and could incur net losses in
    the future.
    Competition
    for our services may adversely impact our
    business.
    ® ®
   8




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We may
    not be able to continue to obtain more listings from MLSs and
    real estate brokers than other web site operators.
  ® ®
  Poor
    execution could harm our business, profitability and
    growth.
        Our
    quarterly financial results are subject to significant
    fluctuations.
    Form 10-K,
  
    the level at which real estate agents, brokers and rental owners
    renew the arrangements through which they obtain our services;
    a continued downturn in, or a slow (rather than speedy) recovery
    of, 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 litigation, including the cost of settlements.  Negative
    conditions in the global credit markets may continue to impair
    the liquidity of a portion of our investment
    portfolio.
   9




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##### Table of Contents



Form 10-K
      The
    mortgage, financial and credit markets have been and continue to
    experience unprecedented disruption, which have had, and are
    expected to continue to have, an adverse effect on our business,
    financial condition and results of operations.
        We are
    and may continue to be involved in litigation and other
    disputes.
  Form 10-K.
   10




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##### Table of Contents




    stop selling, incorporating or using services that use the
    challenged intellectual property;
    pay significant sums to obtain a license to the relevant
    intellectual property that we are alleged to infringe; and
    redesign those services that use technology that is the subject
    of an infringement claim.    We
    rely on intellectual property and proprietary
    rights.
  day-to-day
  ® ® ®
    Our
    Series B Preferred Stock could make it more difficult for
    us to raise additional capital.
   11




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Our
    relationship with the NAR is an important part of our business
    plan and our business could be harmed if we were to lose the
    benefits of this relationship.
  ® ® ® ® ®
    
    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.  ® ®
  non-amicably.
 12




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We
    must dedicate significant resources to market our subscription
    products and services to real estate
    professionals.
    Our
    future success depends largely on our ability to attract, retain
    and motivate qualified personnel.
    Our
    net operating loss carry forwards could be substantially limited
    if we experience an ownership change as defined in the Internal
    Revenue Code.
         13




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##### Table of Contents



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.
          We
    have risks associated with changing legislation in the real
    estate industry.
  ®
 14




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Internet
    Industry Risks
  Systems
    failures could harm our business.
      We
    depend on continued performance of and improvements to our
    computer network.
    We
    could face liability for information on our web sites and for
    products and services sold over the Internet.
     15




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##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties:    Square


LeaseLocation

Feet


ExpirationPrincipal executive and corporate office, product development
    and marketing

Campbell, CA


29,767



2013Sales, engineering, finance, legal and human resources

Westlake Village, CA


76,048



2016Technology facility

Phoenix, AZ


8,114



2017Operations and customer service center

Scottsdale, AZ


46,182



2013Top
    Producer®

Richmond, Canada


47,114



2011Sales offices

Manhattan, NY


6,000



2012     Item 3.
    Legal
    Proceedings.  Form 10-K, Form 10-K
  Item 4.
    Reserved. 16




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##### Table of Contents



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

Low2008First Quarter

$
3.22


$
1.62Second Quarter


3.47



2.23Third Quarter


3.16



2.00Fourth Quarter


2.33



0.642009First Quarter


1.94



1.03Second Quarter


2.40



1.37Third Quarter


3.18



1.95Fourth Quarter


2.79



1.452010First Quarter (up until March 1, 2010)


2.04



1.54     Dividends
  Form 10-K
  Recent
    Sales of Unregistered Securities
  Form 10-Q Form 8-K.
 17




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##### Table of Contents



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


Remaining Available forNumber of Securities to


Exercise Price of


Future Issuance Underbe Issued Upon Exercise


Outstanding


Equity Compensation Plansof Outstanding Options,


Options, Warrants


(Excluding SecuritiesWarrants and Rights


and Rights


Reflected in Column (a))Plan Category

(a)(In thousands)


(b)


(c)(In thousands)Equity compensation plans approved by security holders


29,134
(1)

$
2.93



Equity compensation plans not approved by security holders


10,243


$
2.71



7,886
(2)Total


39,377


$
2.87



7,886     (1)
    
    Includes shares to be issued pursuant to the exercise or
    settlement of awards granted under the Move, Inc. 1999 Stock
    Incentive Plan.(2)
    
    Includes 3,420 shares available for issuance pursuant to
    any future grants of full-value stock awards.  Non-Shareholder
    Approved Plans
  10-year
    1997-1998
 18




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##### Table of Contents



Form 10-K.
  Stockholder
    Return Performance Graph
    
 19




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Form 10-K.
  Form 10-K. Form 10-K.
  Year Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Consolidated Statement of Operations Data:Revenue

$
212,009


$
242,069


$
248,919


$
238,752


$
202,653Cost of revenue(1)


48,498



46,041



42,908



41,154



33,284Gross profit


163,511



196,028



206,011



197,598



169,369Operating expenses:Sales and marketing(1)


78,062



93,531



89,954



86,765



70,151Product and web site development(1)


27,832



26,342



34,656



31,969



21,257General and administrative(1)


64,944



77,571



72,731



70,113



71,861Amortization of intangible assets


473



756



761



699



1,296Restructuring charges


(1,192
)


4,412







(278
)


(1,331
)Impairment of long-lived assets(1)






1,670



4,824







Litigation settlements


4,863







3,900







1,750Total operating expenses


174,982



204,282



206,826



189,268



164,984Operating income (loss) from continuing operations


(11,471
)


(8,254
)


(815
)


8,330



4,385Interest income, net


847



5,687



9,852



7,250



2,351Other income, net


1,898



1,091



1,493



17,274



530Income (loss) from continuing operations before income taxes


(8,726
)


(1,476
)


10,530



32,854



7,266Provision for income taxes


37



549



501



134



Income (loss) from continuing operations


(8,763
)


(2,025
)


10,029



32,720



7,266Loss from discontinued operations


(486
)


(27,165
)


(10,345
)


(11,863
)


(7,576
)Gain on disposition of discontinued operations


2,303















855Net income (loss)


(6,946
)


(29,190
)


(316
)


20,857



545Convertible preferred stock dividend and related accretion


(5,244
)


(5,108
)


(4,977
)


(4,859
)


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

$
(12,190
)

$
(34,298
)

$
(5,293
)

$
15,998


$
137 20




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##### Table of Contents



Year Ended December 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Basic income (loss) per share applicable to common stockholdersContinuing operations

$
(0.09
)

$
(0.05
)

$
0.03


$
0.18


$
0.05Discontinued operations


0.01



(0.18
)


(0.07
)


(0.08
)


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

$
(0.08
)

$
(0.23
)

$
(0.03
)

$
0.11


$
0.00Diluted income (loss) per share applicable to common stockholdersContinuing operations

$
(0.09
)

$
(0.05
)

$
0.03


$
0.17


$
0.04Discontinued operations


0.01



(0.18
)


(0.07
)


(0.07
)


(0.04
)Diluted income (loss) per share applicable to common stockholders

$
(0.08
)

$
(0.23
)

$
(0.03
)

$
0.10


$
0.00Shares used in calculation of income (loss) per shareBasic


153,369



151,952



154,524



151,170



147,175Diluted


153,369



151,952



154,524



163,394



182,548     (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 31,2009

2008

2007

2006

2005(In thousands)Cost of revenue

$
181


$
144


$
130


$
140


$
Sales and marketing


1,736



758



1,309



1,765



291Product and web site development


687



566



1,181



1,339



General and administrative


14,998



10,857



12,380



12,510



824Impairment of long-lived assets










570







Total from continuing operations


17,602



12,325



15,570



15,754



1,115Total from discontinued operations


64



135



514



1,169



Total stock-based compensation and charges

$
17,666


$
12,460


$
16,084


$
16,923


$
1,115   Year Ended December 31,2009

2008

2007

2006

2005(In thousands)Consolidated Balance Sheet Data:Cash and short-term investments

$
106,487


$
108,935


$
175,613


$
157,848


$
152,322Total assets


291,295



292,007



282,528



285,949



249,026Obligation under capital lease






339



2,167



4,071



1,005Series B convertible preferred stock


111,541



106,297



101,189



96,212



91,349Total stockholders equity


74,197



67,839



104,477



101,452



61,924   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
 21




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Overview
  Our
    History
  ®
  Our
    Business
  ® ®
  ®
  rd up-to-date
  Business
    Trends and Conditions
    
    Market
    and economic conditions.   22




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##### Table of Contents




    Evolution
    of Our Product and Service Offerings and Pricing
    Structures.  ®
  ®
  ® ® cost-per-click
 23




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##### Table of Contents



Acquisitions
    and Dispositions
  ®
      ®
  For the Year Ended December 31,2009


2008


2007Revenue

$
9,609


$
31,452


$
44,250Total operating expenses


(9,050
)


(41,027
)


(51,521
)Restructuring charges


(1,045
)


(1,584
)


Impairment of long-lived assets






(16,006
)


(3,074
)Loss from discontinued operations

$
(486
)

$
(27,165
)

$
(10,345
)Gain on disposition of discontinued operations

$
2,303


$



$
    24




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##### Table of Contents



Investment
    in Joint Venture
        Critical
    Accounting Policies, Estimates and Assumptions
        Revenue
    Recognition
   25




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##### Table of Contents



Advertising Revenue
  Software Revenue
  Allowance
    for Doubtful Accounts
    Valuation
    of Long-term Investments
    Valuation
    of Goodwill, Identified Intangibles and Other Long-lived
    Assets
   26




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##### Table of Contents



Stock-Based
    Compensation
      Segment
    Reporting
   27




---



##### Table of Contents



Legal
    Contingencies
  Form 10-K. agreed-upon
  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.   28




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##### Table of Contents



Form 10-K. ®
  Year Ended December 31,2009


2008


2007(In thousands)Consolidated Statement of Operations Data:Revenue

$
212,009


$
242,069


$
248,919Cost of revenue(1)


48,498



46,041



42,908Gross profit


163,511



196,028



206,011Operating expenses:Sales and marketing(1)


78,062



93,531



89,954Product and web site development(1)


27,832



26,342



34,656General and administrative(1)


64,944



77,571



72,731Amortization of intangible assets


473



756



761Restructuring charges


(1,192
)


4,412



Impairment of long-lived assets(1)






1,670



4,824Litigation settlements


4,863







3,900Total operating expenses


174,982



204,282



206,826Operating loss from continuing operations


(11,471
)


(8,254
)


(815
)Interest income, net


847



5,687



9,852Other income, net


1,898



1,091



1,493Income (loss) from continuing operations before income taxes


(8,726
)


(1,476
)


10,530Provision for income taxes


37



549



501Income (loss) from continuing operations


(8,763
)


(2,025
)


10,029Loss from discontinued operations


(486
)


(27,165
)


(10,345
)Gain on disposition of discontinued operations


2,303







Net loss


(6,946
)


(29,190
)


(316
)Convertible preferred stock dividend and related accretion


(5,244
)


(5,108
)


(4,977
)Net loss applicable to common stockholders

$
(12,190
)

$
(34,298
)

$
(5,293
)     (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 31,2009


2008


2007(In thousands)Cost of revenue

$
181


$
144


$
130Sales and marketing


1,736



758



1,309Product and web site development


687



566



1,181General and administrative


14,998



10,857



12,380Impairment of long-lived assets










570Total for continuing operations


17,602



12,325



15,570Total for discontinued operations


64



135



514Total stock-based compensation and charges

$
17,666


$
12,460


$
16,084   29




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##### Table of Contents



Year Ended December 31,2009


2008


2007(In thousands)As a Percentage of Revenue:Revenue


100
%


100
%


100
%Cost of revenue


23



19



17Gross profit


77



81



83Operating expenses:Sales and marketing


37



39



36Product and web site development


13



11



14General and administrative


31



32



29Amortization of intangible assets










Restructuring charges


(1
)


2



Impairment of long-lived assets






1



2Litigation settlements


2







2Total operating expenses


83



84



83Operating loss from continuing operations


(5
)


(3
)


Interest income, net






2



4Other income, net


1







Income (loss) from continuing operations before income taxes


(4
)


(1
)


4Provision for income taxes










Income (loss) from continuing operations


(4
)


(1
)


4Loss from discontinued operations






(11
)


(4
)Gain on disposition of discontinued operations


1







Net loss


(3
)


(12
)


Convertible preferred stock dividend and related accretion


(2
)


(2
)


(2
)Net loss applicable to common stockholders


(6
)%


(14
)%


(2
)%   For the
    Years Ended December 31, 2009 and 2008
  Revenue
  ® tm tm ® tm tm
 30




---



##### Table of Contents



Cost
    of Revenue
      Operating
    Expenses
  Sales and Marketing.
  Product and Web Site Development.
  General and Administrative.
  Amortization of Intangible
    Assets.
  Restructuring Charges.
    Impairment of long-lived assets.
 31




---



##### Table of Contents



Litigation Settlement. Form 10-K.
  Stock-based Compensation and Charges.
  Year EndedDecember 31,2009


2008Cost of revenue

$
181


$
144Sales and marketing


1,736



758Product and web site development


687



566General and administrative


14,998



10,857Total from continuing operations

$
17,602


$
12,325     Interest
    Income, Net
    Other
    Income, Net
    Income
    Taxes
   32




---



##### Table of Contents



For the
    Years Ended December 31, 2008 and 2007
  Revenue
  ® tm tm
  Cost
    of Revenue
      Operating
    Expenses
  Sales and Marketing.
  Product and Web Site Development.
  General and Administrative.
 33




---



##### Table of Contents



Amortization of Intangible
    Assets.
  Restructuring Charges.
  Impairment of long-lived assets.
  Litigation Settlements. Form 10-K.
  Stock-based Compensation and Charges.
  Year EndedDecember 31,2008


2007Cost of revenue

$
144


$
130Sales and marketing


758



1,309Product and web site development


566



1,181General and administrative


10,857



12,380Impairment of long-lived assets






570Total from continuing operations

$
12,325


$
15,570     Interest
    Income, Net
   34




---



##### Table of Contents



Other
    Income, Net
    Income
    Taxes
    Liquidity
    and Capital Resources
             35




---



##### Table of Contents



Payments Due by PeriodDue in


Due in


Due inTotal


One Year


One to


Three to


OverPayments Due


or Less


Three Years


Five Years


Five YearsOperating lease obligations

$
25,033


$
6,122


$
9,844


$
5,446


$
3,621Other purchase obligations


12,648



3,701



4,882



4,065



Total

$
37,681


$
9,823


$
14,726


$
9,511


$
3,621              36




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Developments
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk         37




---



##### 



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


39Consolidated Balance Sheets


40Consolidated Statements of Operations


41Consolidated Statements of Stockholders
    Equity


42Consolidated Statements of Cash Flows


43Notes to Consolidated Financial Statements


44   38




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    39




---



##### Table of Contents



MOVE,
    INC.CONSOLIDATED BALANCE SHEETS
  December 31,2009


2008(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
106,847


$
108,935Accounts receivable, net of allowance for doubtful accounts of
    $1,355 and $3,716 at December 31, 2009 and 2008,
    respectively


10,782



12,833Other current assets


12,101



11,399Total current assets


129,730



133,167Property and equipment, net


21,139



21,934Long-term investments


111,800



111,800Investment in unconsolidated joint venture


6,649



Goodwill, net


16,969



16,969Intangible assets, net


3,460



3,933Restricted cash






3,209Other assets


1,548



995Total assets

$
291,295


$
292,007LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
5,545


$
4,051Accrued expenses


18,335



22,747Obligation under capital leases






339Deferred revenue


15,951



23,991Line of credit


64,630



64,700Total current liabilities


104,461



115,828Other non-current liabilities


1,096



2,043Total liabilities


105,557



117,871Commitments and contingencies (Note 23)Series B convertible preferred stock, 115,315 and
    111,366 shares issued and outstanding at December 31,
    2009 and December 31, 2008, respectively


111,541



106,297Stockholders Equity:Series A convertible preferred stock






Common stock, $.001 par value; 500,000 shares
    authorized, 155,722 and 153,082 shares issued and
    outstanding at December 31, 2009 and December 31,
    2008, respectively


156



153Additional paid-in capital


2,112,613



2,094,135Accumulated other comprehensive income


(17,116
)


(17,183
)Accumulated deficit


(2,021,456
)


(2,009,266
)Total stockholders equity


74,197



67,839Total liabilities and stockholders equity

$
291,295


$
292,007    40




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(In thousands, except per share amounts)Revenue

$
212,009


$
242,069


$
248,919Cost of revenue


48,498



46,041



42,908Gross profit


163,511



196,028



206,011Operating expenses:Sales and marketing


78,062



93,531



89,954Product and web site development


27,832



26,342



34,656General and administrative


64,944



77,571



72,731Amortization of intangible assets


473



756



761Restructuring charges


(1,192
)


4,412



Impairment of long-lived assets






1,670



4,824Litigation settlements


4,863







3,900Total operating expenses


174,982



204,282



206,826Operating loss from continuing operations


(11,471
)


(8,254
)


(815
)Interest income, net


847



5,687



9,852Other income, net


1,898



1,091



1,493Income (loss) from continuing operations before income taxes


(8,726
)


(1,476
)


10,530Provision for income taxes


37



549



501Income (loss) from continuing operations


(8,763
)


(2,025
)


10,029Loss from discontinued operations


(486
)


(27,165
)


(10,345
)Gain on disposition of discontinued operations


2,303







Net loss


(6,946
)


(29,190
)


(316
)Convertible preferred stock dividend and related accretion


(5,244
)


(5,108
)


(4,977
)Net loss applicable to common stockholders

$
(12,190
)

$
(34,298
)

$
(5,293
)Basic income (loss) per share applicable to common stockholdersContinuing operations

$
(0.09
)

$
(0.05
)

$
0.03Discontinued operations


0.01



(0.18
)


(0.07
)Basic loss per share applicable to common stockholders

$
(0.08
)

$
(0.23
)

$
(0.03
)Diluted income (loss) per share applicable to common stockholdersContinuing operations

$
(0.09
)

$
(0.05
)

$
0.03Discontinued operations


0.01



(0.18
)


(0.07
)Diluted loss per share applicable to common stockholders

$
(0.08
)

$
(0.23
)

$
(0.03
)Shares used in calculation of income (loss) per share applicable
    to common stockholders:Basic


153,369



151,952



154,524Diluted


153,369



151,952



154,524    41




---



##### Table of Contents



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











AccumulatedConvertible








Additional


Other





TotalPreferred Stock


Common Stock


Paid-in


Comprehensive


Accumulated


StockholdersShares


Amount


Shares


Amount


Capital


Income (loss)


Deficit


Equity(In thousands)Balance at January 1, 2007





$




154,116


$
154


$
2,070,647


$
326


$
(1,969,675
)

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


























(316
)


(316
)Unrealized gain on marketable securities






















14







14Foreign currency translation






















335







335Comprehensive income






















349



(316
)


33Issuance of common stock under exercise of stock options










1,128



1



3,063











3,064Issuance of restricted stock










357







500











500Restricted stock surrendered for employee tax liability










(83
)






(358
)










(358
)Repurchase and retirement of common stock










(4,163
)


(4
)


(9,996
)










(10,000
)Stock-based compensation and charges


















14,763











14,763Convertible preferred stock dividend and accretion of discount


























(4,977
)


(4,977
)Balance at December 31, 2007





$




151,355


$
151


$
2,078,619


$
675


$
(1,974,968
)

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


























(29,190
)


(29,190
)Unrealized loss on auction rate securities






















(17,600
)






(17,600
)Unrealized loss on marketable securities






















(18
)






(18
)Realized gain on marketable securities






















15







15Foreign currency translation






















(255
)






(255
)Comprehensive loss






















(17,858
)


(29,190
)


(47,048
)Issuance of common stock under exercise of stock options










1,576



2



3,056











3,058Issuance of restricted stock










291



















Forfeitures of restricted stock










(140
)


















Stock-based compensation and charges


















12,460











12,460Convertible preferred stock dividend and accretion of discount


























(5,108
)


(5,108
)Balance at December 31, 2008





$




153,082


$
153


$
2,094,135


$
(17,183
)

$
(2,009,266
)

$
67,839Comprehensive income (loss):Net loss


























(6,946
)


(6,946
)Unrealized loss on marketable securities






















(4
)






(4
)Foreign currency translation






















71







71Comprehensive loss






















67



(6,946
)


(6,879
)Issuance of common stock under exercise of stock options










1,065



1



1,878











1,879Issuance of restricted stock










2,385



2



(2
)










Forfeitures of restricted stock










(110
)


















Restricted stock surrendered for employee tax liability










(700
)






(1,064
)










(1,064
)Stock-based compensation and charges


















17,666











17,666Convertible preferred stock dividend and accretion of discount


























(5,244
)


(5,244
)Balance at December 31, 2009





$




155,722


$
156


$
2,112,613


$
(17,116
)

$
(2,021,456
)

$
74,197    42




---



##### Table of Contents



MOVE,
    INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2009


2008


2007(In thousands)Cash flows from continuing operating activities:Income (loss) from continuing operations

$
(8,763
)

$
(2,025
)

$
10,029Adjustments to reconcile income (loss) from continuing
    operations to net cash provided by continuing operating
    activities:Depreciation


10,494



11,246



9,978Amortization of intangible assets


473



756



761Provision for doubtful accounts


1,298



823



1,271Stock-based compensation and charges


17,602



12,325



15,000Impairment of long-lived assets






1,670



4,824Gain on sales and disposals of assets


(1,185
)


(687
)


(337
)Earnings of unconsolidated joint venture


(149
)






Change in market value of embedded derivative liability


(600
)


(411
)


(1,052
)Other non-cash items


(171
)


651



128Changes in operating assets and liabilities, net of acquisitions
    and discontinued operations:Accounts receivable


702



1,965



(1,618
)Other assets


26



(557
)


(3,574
)Accounts payable and accrued expenses


(2,016
)


(6,067
)


2,986Deferred revenue


(8,059
)


(10,834
)


(9,973
)Net cash provided by continuing operating activities


9,652



8,855



28,423Net cash used in discontinued operations


(1,894
)


(7,334
)


(4,660
)Net cash provided by operating activities


7,758



1,521



23,763Cash flows from investing activities:Purchases of property and equipment


(9,608
)


(5,935
)


(18,509
)Investment in joint venture


(6,500
)






Purchases of short-term investments






(96,418
)


(73,475
)Maturities of short-term investments






96,918



86,550Purchases of intangible assets










(619
)Proceeds from the sale of marketable equity securities






27



15,743Proceeds from the surrender of life insurance policies










5,200Proceeds from sale of assets


1,370



206



338Net cash (used in) provided by investing activities of
    continuing operations


(14,738
)


(5,202
)


15,228Net cash provided by (used in) investing activities of
    discontinued operations


1,739



813



(221
)Net cash (used in) provided by investing activities


(12,999
)


(4,389
)


15,007Cash flows from financing activities:Proceeds from exercise of stock options and share issuances
    under employee stock purchase plans


1,879



3,058



3,064Proceeds from line of credit






64,700



Principal repayments on line of credit


(70
)






Tax payment related to net share settlements of restricted stock
    awards


(1,064
)






Repurchases of companys common stock










(10,000
)Payments on capital lease obligations


(339
)


(1,828
)


(1,904
)Restricted cash


2,747



160



910Net cash provided by (used in) financing activities


3,153



66,090



(7,930
)Change in cash and cash equivalents


(2,088
)


63,222



30,840Cash and cash equivalents, beginning of period


108,935



45,713



14,873Cash and cash equivalents, end of period

$
106,847


$
108,935


$
45,713    43




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Business  ® ®
  2.
    Summary
    of Significant Accounting Policies  Principles of Consolidation and Basis of
    Presentation
    Use of Estimates
  Cash and Cash Equivalents, Short-Term and Long-Term
    Investments
  available-for-sale available-for-sale
  Restricted Cash
  Concentration of Credit Risk
 44




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value
  
    Level 1 inputs are quoted market prices in active markets
    for identical assets or liabilities (these are observable market
    inputs).
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability (includes quoted market prices for similar assets or
    identical or similar assets in markets in which there are few
    transactions, prices that are not current or prices that vary
    substantially).
    Level 3 inputs are unobservable inputs that reflect the
    entitys own assumptions in pricing the asset or liability
    (used when little or no market data is available).      Prepaid Commissions
  Property and Equipment
  Product and Web Site Development Costs
  Identifiable Intangibles, Goodwill and other Long-Lived
    Assets
 45




---



##### Table of Contents



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

(In Years)Purchased technology


7.0Other


5.8   Revenue Recognition
   46




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Advertising Revenue
  Software Revenue
  Taxes Collected from Customers
  Advertising Expense e-mail
  Stock-Based Compensation
  Income Taxes
    Net Income (Loss) Per Share
  Foreign Currency Translation
 47




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive Income
  Segments
  Recent Accounting Developments
    other-than-temporary other-than-temporary Other-than-temporary
 48




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               49




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      3.
    Acquisitions
    and Disposals  ®
      205-20 ®
 50




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2009


2008


2007Revenue

$
9,609


$
31,452


$
44,250Total operating expenses


(9,050
)


(41,027
)


(51,521
)Restructuring charges


(1,045
)


(1,584
)


Impairment of long-lived assets






(16,006
)


(3,074
)Loss from discontinued operations

$
(486
)

$
(27,165
)

$
(10,345
)Gain on disposition of discontinued operations

$
2,303


$



$
     4.
    Restructuring
    Charges       51




---



##### Table of Contents



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


andTermination


RelatedBenefits


Charges


TotalRestructuring charges incurred from continuing operations at
    December 31, 2008

$
1,373


$
3,039


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


1,584







1,584Cash paid


(1,553
)


(895
)


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

$
1,404


$
2,144


$
3,548Restructuring charges incurred from discontinued operations at
    December 31, 2009


45



1,000



1,045Changes in estimates






(1,192
)


(1,192
)Cash paid


(1,449
)


(1,952
)


(3,401
)Restructuring accrual at December 31, 2009

$



$



$
     5.
    Investment
    in Joint Venture       52




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Long-term
    Investments    December 31, 2009


December 31, 2008Net








NetAdjusted


Unrealized


Carrying


Adjusted


Unrealized


CarryingCost


Gain/(Loss)


Value


Cost


Gain/(Loss)


ValueLong-term investments:Corporate auction rate securities

$
129,400


$
(17,600
)

$
111,800


$
129,400


$
(17,600
)

$
111,800Total long-term investments

$
129,400


$
(17,600
)

$
111,800


$
129,400


$
(17,600
)

$
111,800     other-than-temporary. other-than-temporary other-than-temporary
   53




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Fair
    Value Measurements    Fair Value MeasurementDecember 31, 2009


December 31, 2008Total


Level 1


Level 2


Level 3


Total


Level 1


Level 2


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

$
106,847


$
106,847


$



$



$
108,935


$
108,935


$



$
Long-term investments(2)


111,800











111,800



111,800











111,800Total assets at fair value

$
218,647


$
106,847


$



$
111,800


$
220,735


$
108,935


$



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

$



$



$



$



$
600


$



$



$
600     (1)
    
    Cash and cash equivalents consist primarily of treasury bills
    with original maturity dates of three months or less and money
    market funds for which the Company determines fair value through
    quoted market prices.(2)
    
    Long-term investments consist of student loan, FFELP-backed, ARS
    issued by student loan funding organizations. Typically the fair
    value of ARS investments approximates par value due to the
    frequent resets through the auction process. While the Company
    continues to earn interest on its ARS investments at the maximum
    contractual rate, these investments are not currently trading
    and therefore do not have a readily determinable market value.
    The Company used a discounted cash flow model to determine the
    estimated fair value of its investment in ARS. The assumptions
    used in preparing the discounted cash flow model includes
    estimates for interest rates, timing and amount of cash flows
    and expected holding period of the ARS. Based on this assessment
    of fair value, the Company determined there was a decline in the
    fair value of its ARS investments of $17.6 million which
    was deemed temporary and is included within comprehensive other
    income (loss) for the year ended December 31, 2008. The
    Company believes our conclusion that the impairment is temporary
    is still appropriate as of December 31, 2009.(3)
    
    The embedded derivative liability, which is included within
    other non-current liabilities, represents the value associated
    with the right of the holders of Series B Preferred Stock
    to receive additional guaranteed dividends in the event of a
    change of control. There is no current observable market for
    this type of derivative and, as such, the Company determined the
    value of the embedded derivative based on a lattice model using
    inputs such as an assumed corporate bond borrowing rate, market
    price of the Companys stock, probability of a change in
    control, and volatility. The change of control provisions
    terminate in November 2010 and, as such, it was determined that
    the probability of a change of control as of December 31,
    2009 was zero resulting in no value being assigned to the
    embedded derivative as of December 31, 2009. 54




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     EmbeddedLong-term


DerivativeInvestments


LiabilityBalance at January 1, 2008

$



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


129,400



Total gains/losses realized/unrealized included in earnings






(411
)Total losses included in other comprehensive income


(17,600
)


Purchases, sales, issuances and settlements, net






Balance at December 31, 2008

$
111,800


$
600Transfers in and /or out of Level 3(1)






Total gains/losses realized/unrealized included in earnings






(600
)Total losses included in other comprehensive income






Purchases, sales, issuances and settlements, net






Balance at December 31, 2009

$
111,800


$
     (1)
    
    Based on the deteriorated market conditions of the
    Companys ARS investments that were previously classified
    as
    available-for-sale,
    in the first quarter of 2008, the Company changed the fair value
    measurement methodology from quoted prices from active markets
    to a discounted cash flow model. Accordingly, these securities
    were reclassified from Level 1 to Level 3.  8.
    Revolving
    Line of Credit    9.
    Impairment
    of Long-Lived Assets and Contract Termination Costs    ® 360-10-35
 55




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  360-10-35)
        10.
    Property
    and Equipment    December 31,2009


2008Computer software and equipment

$
54,348


$
51,000Furniture, fixtures and office equipment


3,196



3,247Leasehold improvements


11,172



10,962Machinery and equipment


11



36Construction in progress


1,748



603Total


70,475



65,848Less: accumulated depreciation and amortization


(49,336
)


(43,914
)Property and equipment, net

$
21,139


$
21,934  56




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Goodwill
    and Other Intangible Assets    December 31,2009


2008Gross


Accumulated


Gross


AccumulatedAmount


Amortization


Amount


AmortizationTrade names, trademarks, brand names, and domain names

$
2,530


$
516


$
2,530


$
514Purchased technology


1,400



767



1,400



566NAR operating agreement


1,578



1,202



1,578



1,052Other


1,450



1,013



1,450



893Total

$
6,958


$
3,498


$
6,958


$
3,025     Year Ended December 31,

Amount2010

$
4172011


4162012


3412013


992014


66     12.
    Other
    Current Assets    December 31,2009


2008Prepaid commissions

$
6,251


$
6,798Other


5,850



4,601Total

$
12,101


$
11,399  57




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Accrued
    Expenses    December 31,2009


2008Accrued payroll and related benefits

$
8,923


$
10,459Other


9,412



12,288Total

$
18,335


$
22,747   14.
    Related-party
    Transactions      15.
    Stock
    Plans  Option
    Plans
       58




---



##### Table of Contents



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





Averageof Shares


Price per Share


Exercise PriceOutstanding at December 31, 2006


31,613


$
0.30 to 89.25


$
3.30Granted


9,553



2.35 to 6.32



4.18Exercised


(1,128
)


0.30 to 5.96



2.72Forfeited


(2,467
)


0.30 to 72.12



5.08Outstanding at December 31, 2007


37,571



0.30 to 89.25



3.43Granted


5,459



1.01 to 5.43



2.06Exercised


(1,576
)


0.30 to 3.00



1.94Forfeited


(6,157
)


0.30 to 54.00



4.05Outstanding at December 31, 2008


35,297



0.30 to 89.25



3.17Granted


7,163



1.40 to 3.03



1.92Exercised


(1,065
)


0.30 to 2.54



1.77Forfeited


(3,093
)


0.30 to 89.25



4.48Outstanding at December 31, 2009


38,302


$
0.30 to 89.25


$
2.87      59




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock-Based
    Compensation and Charges
           60




---



##### Table of Contents



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


Averageof


Grant DateShares


Fair ValueNon-vested stock awards at December 31, 2008


2,373


$
4.42Granted


3,460



1.77Vested


(827
)


1.90Forfeited


(2,083
)


4.49Non-vested stock awards at December 31, 2009


2,923


$
1.96  61




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Year Ended December 31,2009

2008

2007Risk-free interest rates


0.11-2.54
%


0.10-3.41
%


3.41-5.16
%Expected term (in years)


5.85



5.85



6.06Dividend yield


0
%


0
%


0
%Expected volatility


85
%


65-80
%


65-75
%      62




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year EndedDecember 31,2009


2008


2007Cost of revenue

$
181


$
144


$
130Sales and marketing


1,736



758



1,309Product and web site development


687



566



1,181General and administrative


14,998



10,857



12,380Impairment of long lived assets










570Total from continuing operations


17,602



12,325



15,570Total from discontinued operations


64



135



514Total stock-based compensation and charges

$
17,666


$
12,460


$
16,084      63




---



##### Table of Contents



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


Weightedof


AverageShares


Exercise PriceNon-vested options at December 31, 2006


11,980


$
3.91Granted


9,553



4.18Vested


(6,219
)


3.86Forfeited


(2,223
)


3.88Non-vested options at December 31, 2007


13,091


$
4.13Granted


5,459



2.06Vested


(5,458
)


3.91Forfeited


(3,820
)


4.18Non-vested options at December 31, 2008


9,272


$
3.02Granted


7,163



1.92Vested


(6,059
)


3.33Forfeited


(1,001
)


2.30Non-vested options at December 31, 2009


9,375


$
2.06     16.
    Series B
    Convertible Preferred Stock   64




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           65




---



##### Table of Contents



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

$
100,000Costs and expenses of issuance


(5,924
)Embedded derivative liability


(3,137
)Net convertible preferred stock at issuance


90,939Accretion of discount


99Dividends


311Net convertible preferred stock at December 31, 2005


91,349Accretion of discount


1,302Dividends


3,557Costs and expenses of issuance


4Net convertible preferred stock at December 31, 2006


96,212Accretion of discount


1,294Dividends


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


101,189Accretion of discount


1,294Dividends


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


106,297Accretion of discount


1,294Dividends


3,950Net convertible preferred stock at December 31, 2009

$
111,541   17.
    Capitalization    Voting
  Dividends
 66




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Liquidation
  Redemption
  Conversion ® ®
  Issuance
    of Common Stock
    Stock
    Repurchases
   67




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Net
    Income (Loss) per Share    For the Year Ended December 31,2009


2008


2007Numerator:Income (loss) from continuing operations

$
(8,763
)

$
(2,025
)

$
10,029Income (loss) from discontinued operations


1,817



(27,165
)


(10,345
)Net loss


(6,946
)


(29,190
)


(316
)Convertible preferred stock dividend and related accretion


(5,244
)


(5,108
)


(4,977
)Net loss applicable to common stockholders

$
(12,190
)

$
(34,298
)

$
(5,293
)Net income (loss) applicable to common stockholders from
    continuing operations

$
(14,007
)

$
(7,133
)

$
5,052Net income (loss) applicable to common stockholders from
    discontinued operations


1,817



(27,165
)


(10,345
)Net loss applicable to common stockholders

$
(12,190
)

$
(34,298
)

$
(5,293
)Denominator:Basic weighted average shares outstanding


153,369



151,952



154,524Dilutive effect of options, warrants and restricted stock










Fully diluted weighted average shares outstanding


153,369



151,952



154,524Basic income (loss) applicable to common stockholders:Continuing operations

$
(0.09
)

$
(0.05
)

$
0.03Discontinued operations


0.01



(0.18
)


(0.07
)Net loss

$
(0.08
)

$
(0.23
)

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

$
(0.09
)

$
(0.05
)

$
0.03Discontinued operations


0.01



(0.18
)


(0.07
)Net loss

$
(0.08
)

$
(0.23
)

$
(0.03
)     19.
    Supplemental
    Cash Flow Information    
    The Company paid $1.9 million in interest.
    The Company issued 1,800,000 shares of restricted common
    stock to its new Chief Executive Officer with
    700,000 shares vested immediately, and subject to certain
    terms and restrictions, 500,000 shares vesting one year
    from the grant date and 600,000 shares vesting two years
    from the grant date. The charge associated with these shares was
    $2.7 million and is being recognized over the vesting
    periods. 68




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    The Company issued 60,000 shares of restricted common stock
    to the members of the ad hoc Executive Committee of its Board of
    Directors. Half of the shares vested on the grant date and half
    of the shares will vest on year from the grant date. The charge
    associated with these shares was approximately $0.1 million
    and is being recognized over the vesting period.
    The Company issued 175,420 shares of restricted common
    stock to certain members of its Board of Directors. These shares
    will vest on the third anniversary of their issuance. The charge
    associated with these shares was $0.4 million and is being
    recognized over the three-year vesting period.
    The Company received a $1.0 million promissory note in
    conjunction with the sale of its Welcome Wagon division. The
    principal balance of the note is due on or before
    October 1, 2010. The outstanding principal bears an
    interest rate of 7% per annum, with quarterly interest payments
    due commencing October 1, 2009.
    The Company issued 350,000 shares of restricted common
    stock to two of its new executive officers with shares vesting
    each year over the next three years on the anniversary of the
    grant date. The charge associated with these shares was
    $0.9 million and is being recognized over the vesting
    period.
    The Company issued $3.9 million in additional Series B
    Preferred Stock as in-kind dividends.    
    The Company paid $0.7 million in interest.
    The Company issued 160,793 shares of restricted common
    stock to certain members of its Board of Directors. These shares
    will vest on the third anniversary of their issuance. The charge
    associated with these shares was $0.5 million and is being
    recognized over the three-year vesting period.
    The Company issued $3.8 million in additional Series B
    Preferred Stock as in-kind dividends.    
    The Company paid $0.2 million in interest.
    The Company issued 100,000 shares of restricted common
    stock to certain members of its Board of Directors. These shares
    will vest on the third anniversary of their issuance. The charge
    associated with these shares was $0.4 million and is being
    recognized over the three-year vesting period.
    The Company issued 116,009 shares of restricted common
    stock to an executive officer which vested immediately. The
    expense associated with these shares was $0.5 million and
    was recognized in the year ended December 31, 2007.
    The Company issued 116,009 shares of restricted common
    stock to an executive officer which vest one year from their
    date of employment. The charge associated with these shares was
    $0.5 million, and is being recognized over the one-year
    vesting period.
    The Company received 82,946 shares of common stock with a
    fair value of approximately $0.4 million from one of its
    officers to reimburse the Company for the officers share
    of employment taxes due as a result of the issuance of
    restricted stock.
    The Company issued $3.7 million in additional Series B
    Preferred Stock as in-kind dividends.  20.
    Defined
    Contribution Plan   69




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    21.
    Income
    Taxes    For the Year EndedDecember 31,2009


2008


2007Current:Federal

$
(217
)

$
273


$
334State


83



167



Total current provision


(134
)


440



334Deferred:Federal


131



90



137State


40



19



30Total deferred provision


171



109



167Provision for income taxes

$
37


$
549


$
501     For the Year EndedDecember 31,2009


2008Deferred tax assets:Net operating loss carryforwards

$
279,034


$
276,609Others


44,769



34,405323,803



311,014(323,803
)


(311,014
)Net deferred tax assets

$



$
Deferred tax liabilities:Amortization of acquired intangible assets


(581
)


(410
)Net deferred tax liability

$
(581
)

$
(410
)  70




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        For the Year Ended December 31,2009


2008


2007Amount


Tax Rate


Amount


Tax Rate


Amount


Tax RateStatutory rate applied to income before income taxes

$
(2,967
)


34
%

$
(502
)


34
%

$
3,580



34
%State taxes, net of federal tax benefit


(514
)


6



252



(17
)


622



6Permanent items


212



(2
)


2,123



(144
)


1,385



13Canadian Tax Credit


(6,634
)


76















Change in valuation allowance


9,940



(114
)


(1,324
)


90



(5,086
)


(48
)Total tax provision

$
37



0
%

$
549



(37
)%

$
501



5
%          71




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1993-2009
  22.
    Settlements
    of Disputes and Litigation  Settlement
    of Securities Class Action Lawsuit and Potential
    Obligations
      Settlement
    and Resolution of Other Litigation
   72




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      ® ® ®
  ®
 73




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Commitments
    and Contingencies  Operating
    and Capital Leases
    OperatingYear Ended December 31,

Leases2010

$
6,1222011


5,9142012


3,9302013


3,0732014 and thereafter


5,994Total

$
25,033     Other
    Commitments
  ® ® ®
      Year Ending December 31,2010

$
3,7012011


2,6942012


2,1882013


2,0322014


2,033Total

$
12,648  74




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Legal
    Proceedings
      and/or
     75




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Rule 10b-5 Rule 15c1-2, 80b-1 et
    seq.
    Contingencies
  Form 10-K
 76




---



##### Table of Contents



MOVE,
    INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   24.
    Quarterly
    Financial Data (unaudited)    Three Months EndedMar. 31,


June 30,


Sept. 30,


Dec. 31,


Mar. 31,


June 30,


Sept. 30,


Dec. 31,2009


2009


2009


2009


2008


2008


2008


2008(In thousands, except per share amounts)Revenue

$
54,868


$
54,637


$
52,866


$
49,638


$
61,942


$
61,437


$
61,240


$
57,450Cost of revenue


12,647



12,804



12,014



11,033



11,435



11,214



11,804



11,588Gross profit


42,221



41,833



40,852



38,605



50,507



50,223



49,436



45,862Operating expenses:Sales and marketing


20,762



21,387



18,787



17,126



24,126



23,140



24,002



22,263Product and web site development


6,383



6,425



7,650



7,374



6,887



6,802



6,821



5,832General and administrative


23,637



11,364



16,226



13,717



22,947



20,177



18,639



15,808Amortization of intangibles


151



108



107



107



197



197



188



174Restructuring charges










(1,192
)














4,014



398Litigation settlements






975







3,888















Impairment of long-lived assets






























1,670Total operating expenses


50,933



40,259



41,578



42,212



54,157



50,316



53,664



46,145Operating income (loss) from continuing operations


(8,712
)


1,574



(726
)


(3,607
)


(3,650
)


(93
)


(4,228
)


(283
)Interest income, net


135



314



279



119



2,057



1,521



1,261



848Other income (expense)


105



386



1,250



157



71



109



959



(48
)Income (loss) from continuing operations before income taxes


(8,472
)


2,274



803



(3,331
)


(1,522
)


1,537



(2,008
)


517Provision for income taxes


96



81



50



(190
)


41



162



110



236Income (loss) from continuing operations


(8,568
)


2,193



753



(3,141
)


(1,563
)


1,375



(2,118
)


281Income (loss) from discontinued operations


(356
)


107



(196
)


(41
)


(2,574
)


(3,076
)


(19,334
)


(2,181
)Gain on disposition of discontinued operations






2,303























Net income (loss)


(8,924
)


4,603



557



(3,182
)


(4,137
)


(1,701
)


(21,452
)


(1,900
)Convertible preferred stock dividend


(1,298
)


(1,307
)


(1,315
)


(1,324
)


(1,265
)


(1,272
)


(1,282
)


(1,289
)Net loss applicable to common stockholders

$
(10,222
)

$
3,296


$
(758
)

$
(4,506
)

$
(5,402
)

$
(2,973
)

$
(22,734
)

$
(3,189
)Basic net income (loss) per share applicable to common
    stockholders:Continuing operations

$
(0.06
)

$
0.01


$
(0.00
)

$
(0.03
)

$
(0.02
)

$
0.00


$
(0.02
)

$
(0.01
)Discontinued operations


(0.00
)


0.02



(0.00
)


(0.00
)


(0.02
)


(0.02
)


(0.13
)


(0.01
)Net income (loss)

$
(0.07
)

$
0.02


$
(0.00
)

$
(0.03
)

$
(0.04
)

$
(0.02
)

$
(0.15
)

$
(0.02
)Diluted net income (loss) per share applicable to common
    stockholders:Continuing operations

$
(0.06
)

$
0.01


$
(0.00
)

$
(0.03
)

$
(0.02
)

$
0.00


$
(0.02
)

$
(0.01
)Discontinued operations


(0.00
)


0.02



(0.00
)


(0.00
)


(0.02
)


(0.02
)


(0.13
)


(0.01
)Net income (loss)

$
(0.07
)

$
0.02


$
(0.00
)

$
(0.03
)

$
(0.04
)

$
(0.02
)

$
(0.15
)

$
(0.02
)  77




---



##### Table of Contents



Item 9.
    Changes
    In and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Form 10-K.
  Managements
    Annual Report on Internal Control over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
       78




---



##### Table of Contents



STEVEN
    H. BERKOWITZ
       ROBERT
    J. KROLIK
       Remediation
    of Material Weakness
  Form 10-K/A Form 10-Q Form 10-Q/A
  
    The Companys controls to calculate stock-based
    compensation expense related to the application of the
    forfeiture rate were not designed effectively. As a result, a
    material weakness existed in the design of the controls over the
    calculation of stock-based compensation expense related to the
    application of the forfeiture rate. This control deficiency led
    to a misstatement of stock-based compensation expense, which was
    not prevented or detected on a timely basis, and resulted in a
    restatement of our consolidated financial statements for the
    years ended December 31, 2008, 2007 and 2006 and our
    unaudited condensed consolidated financial statements for the
    quarters ended March 31, 2009 and June 30, 2009.      Changes
    in Internal Control Over Financial Reporting
    Limitation
    on Effectiveness of Controls
   79




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ON INTERNAL CONTROL OVER FINANCIAL REPORTING
                
    80




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III    Item 10.
    Directors
    and Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   81




---



##### Table of Contents



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

Exhibit Title2
.01

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

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

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

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

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

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

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

RealSelect, Inc.s Certificate of Amendment to Certificate
    of Incorporation dated November 25, 1996. (Incorporated by
    reference to Exhibit 3.05.2 to our registration statement
    on
    Form S-1/A
    (File
    No. 333-79689)
    filed June 17, 1999.)4
.01

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

Operating Agreement dated November 26, 1996, between
    REALTORS®

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

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

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

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

    Information Network, Inc. and RealSelect, Inc. (Incorporated by
    reference to Exhibit 10.02.3 to our registration statement
    on
    Form S-1/A
    (File
    No. 333-79689)
    filed June 17, 1999.)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.) 82




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##### Table of Contents



Number

Exhibit Title10
.06

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

    REALTORS®

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

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

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

Standard Office Lease executed September 18, 2009, between
    our subsidiary, Move Sales, Inc., and Arden Realty Limited
    Partnership, for 30700 Russell Ranch Road, Westlake Village,
    California. (Incorporated by reference to Exhibit 99.1 to
    our Current Report on
    Form 8-K
    filed September 24, 2009.)10
.09

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.)(2)10
.10

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.)(2)10
.11

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.)(2)10
.12

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

    Inc. 1999 Stock Incentive Plan. (Incorporated by reference to
    Exhibit 10.15 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)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.)(2)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.)(2)10
.15

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

    Inc. 2002 Stock Incentive Plan. (Incorporated by reference to
    Exhibit 10.18 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.16

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.)(2)10
.17

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.)(2)10
.18

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.)(2)10
.19

1997 Stock Incentive Plan of Cendant Corporation as amended and
    restated through October 14, 1998. (Incorporated by
    reference to Exhibit 4.06 to our registration statement on
    Form S-8
    (File
    No. 333-55828)
    filed February 16, 2001.)(2)10
.20

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.)(2)10
.21

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.)(2)10
.22

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.)(2)10
.23

Form of Indemnity Agreement between Move, 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.)(2)10
.24

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.)(2) 83




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##### Table of Contents



Number

Exhibit Title10
.25

Amendment dated December 24, 2008 to Employment Agreement
    of W. Michael Long dated March 6, 2002. (Incorporated by
    reference to Exhibit 10.28 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.26

Amendment dated January 14, 2009 to Employment Agreement of
    W. Michael Long dated March 6, 2002. (Incorporated by
    reference to Exhibit 10.29 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.27

W. Michael Long 2007 Executive Bonus Plan (Incorporated by
    reference to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 filed August 3,
    2007.)(2)10
.28

Offer letter to Lorna Borenstein dated April 26, 2007 with
    form of Executive Retention and Severance Agreement attached as
    exhibit (Incorporated by reference to Exhibit 99.3 to our
    Current Report on
    Form 8-K
    filed May 2, 2007.)(2)10
.29

Amendment dated December 19, 2008 to Offer letter to Lorna
    Borenstein dated April 26, 2007. (Incorporated by reference
    to Exhibit 10.33 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.30

Amendment dated December 19, 2008 to Executive Retention
    and Severance Agreement between Move, Inc. and Lorna Borenstein.
    (Incorporated by reference to Exhibit 10.34 to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.31

Lorna Borenstein 2007 Executive Bonus Plan (Incorporated by
    reference to Exhibit 10.4to our Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007 filed August 3,
    2007.)(2)10
.32

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.)(2)10
.33

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

    Inc. and Lewis R. Belote III. (Incorporated by reference to
    Exhibit 10.37 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.34

Amendment dated April 2, 2009 to Employment Agreement dated
    March 6, 2002 between
    Homestore.com®,

    Inc. and Lewis R. Belote III.(2)(3)10
.35

Lewis R. Belote, III 2007 Executive Bonus Plan
    (Incorporated by reference to Exhibit 10.3 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2007 filed August 3,
    2007.)(2)10
.36

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.)(2)10
.37

Letter Agreement with Allan Dalton dated February 26, 2008
    with Exhibit A attached (Incorporated by reference to
    Exhibit 99.1 to our Current Report on
    Form 8-K
    filed March 4, 2008.)(2)10
.38

General Release of Claims between Move, Inc. and Allan Dalton
    (Incorporated by reference to Exhibit 99.2 to our Current
    Report on
    Form 8-K
    filed March 4, 2008.)(2)10
.39

Offer Letter dated July 2, 2003 between Homestore, Inc. and
    Errol Samuelson. (Incorporated by reference to Exhibit 10.1
    to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 filed May 9,
    2008.)(2)10
.40

Compensation Letter dated August 1, 2007 from Move, Inc. to
    Errol Samuelson. (Incorporated by reference to Exhibit 10.2
    to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 filed May 9,
    2008.)(2)10
.41

Executive Retention and Severance Agreement dated May 6,
    2008 between Move, Inc. and Errol Samuelson. (Incorporated by
    reference to Exhibit 10.3 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 filed May 9,
    2008.)(2)10
.42

Amendment dated December 30, 2008 to Executive Retention
    and Severance Agreement dated May 6, 2008 between Move,
    Inc. and Errol Samuelson. (Incorporated by reference to
    Exhibit 10.49 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.43

Move, Inc. Offer Letter to Steven H. Berkowitz dated
    January 21, 2009. (Incorporated by reference to
    Exhibit 99.2 to our Current Report on
    Form 8-K
    filed January 23, 2009.)(2) 84




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##### Table of Contents



Number

Exhibit Title10
.44

Executive Retention and Severance Agreement between Steven H.
    Berkowitz and Move, Inc. dated January 21, 2009.
    (Incorporated by reference to Exhibit 99.3 to our Current
    Report on
    Form 8-K
    filed January 23, 2009.)(2)10
.45

Form of the Move, Inc. Performance-Based Restricted Stock Unit
    Agreement.(Incorporated by reference to Exhibit 99.4 to our
    Current Report on
    Form 8-K
    filed January 23, 2009.)(2)10
.46

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
.47

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
.48

Registration Rights Agreement dated August 5, 2003 among
    Homestore, Inc., Cendant Corporation and Cendant Membership
    Services Holdings, Inc. (Incorporated by reference to
    Exhibit 10.2 to our quarterly report on
    Form 10-Q
    for the quarter ended June 30, 2003 filed August 14,
    2003.)10
.49

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
.50

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
.51

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
.52

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
.53

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.)(2)10
.54

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
.55

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
.56

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
.57

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
.58

Settlement Agreement and Releases dated February 15, 2006
    between Homestore, Inc. and Peter Tafeen (Incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on February 22, 2006.)10
.59

Loan Agreement between Move, Inc. and Citigroup Global Markets
    Inc. dated as of May 8, 2008. (Incorporated by reference to
    Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2008 filed May 9,
    2008.)10
.60

Amendment No. 1 dated as of May 6, 2009 to Loan
    Agreement between Move, Inc. and Citigroup Global Markets Inc.
    dated as of May 8, 2008. (Incorporated by reference to
    Exhibit 10.4 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2009 filed May 8,
    2009) 85




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##### Table of Contents



Number

Exhibit Title10
.61

Amendment No. 2 dated May 21, 2009 to Loan Agreement
    between Move, Inc. and Citigroup Global Markets Inc. dated
    May 8, 2008. (Incorporated by reference to
    Exhibit 99.1 to our Current Report on
    Form 8-K
    filed May 28, 2009.)10
.62

Offer Letter dated February 18, 2004 between Homestore,
    Inc. and James S. Caulfield. (Incorporated by reference to
    Exhibit 10.67 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.63

Offer Letter dated October 5, 2006 between Move, Inc. and
    James S. Caulfield. (Incorporated by reference to
    Exhibit 10.68 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.64

Executive Retention and Severance Agreement dated
    October 5, 2006 between Move, Inc. and James S. Caulfield.
    (Incorporated by reference to Exhibit 10.69 to our Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.65

Amendment dated December 19, 2008 to Executive Retention
    and Severance Agreement dated October 5, 2006 between Move,
    Inc. and James S. Caulfield. (Incorporated by reference to
    Exhibit 10.70 to our Annual Report on
    Form 10-K
    for the year ended December 31, 2008 filed March 9,
    2009.)(2)10
.66

Move, Inc. Offer Letter to Robert J. Krolik dated June 26,
    2009. (Incorporated by reference to Exhibit 99.2 to our
    Current Report on
    Form 8-K
    filed July 7, 2009.)(2)10
.67

Executive Retention and Severance Agreement between Robert J.
    Krolik and Move, Inc. dated June 26, 2009. (Incorporated by
    reference to Exhibit 99.3 to our Current Report on
    Form 8-K
    filed July 7, 2009.)(2)10
.68

Move, Inc. Performance  Based Restricted Stock Unit
    Agreement 2012 Performance Period with Robert J. Krolik dated
    July 20, 2009.(2)(3)10
.69

Move, Inc. Performance  Based Restricted Stock Unit
    Agreement for the 2011 Performance Period with Robert J. Krolik
    dated July 20, 2009.(2)(3)10
.70

Move, Inc. Performance  Based Restricted Stock Unit
    Agreement for the 2010 Performance Period with Robert J. Krolik
    dated July 20, 2009.(2)(3)10
.71

Move, Inc. Restricted Stock Award Agreement with Robert J.
    Krolik dated July 20, 2009.(2)(3)10
.72

Move, Inc. Non-Qualified Stock Option Agreement with Robert J.
    Krolik dated July 20, 2009.(2)(3)21
.01

Subsidiaries of Move, Inc.(3)23
.01

Consent of Ernst & Young LLP, Independent Registered
    Public Accounting Firm.(3)24
.01

Power of Attorney (included on signature pages to this
    report).(3)31
.01

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.(3)31
.02

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.(3)32
.01

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.(3)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.(3)99
.01

Schedule II  Valuation and Qualifying
    Accounts.(3)     (1)
    
    Confidential treatment has been granted with respect to certain
    information in these exhibits pursuant to a confidential
    treatment request.(2)
    
    Denotes management contracts and compensatory plans and
    arrangements.(3)
    
    Filed herewith.     86




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##### Table of Contents



SIGNATURES      By:
    /s/  STEVEN
    H. BERKOWITZ   Chief Executive Officer
  By:
    /s/  ROBERT
    J. KROLIK   Chief Financial Officer
    POWER OF
    ATTORNEY
  KNOW ALL PERSONS BY THESE PRESENTS Form 10-K
    Signature

Title

DatePrincipal Executive Officer:/s/  STEVEN
    H. BERKOWITZSteven
    H. Berkowitz

Chief Executive Officer and Director

March 5, 2010Principal Financial Officer and Principal Accounting
    Officer:/s/  ROBERT
    J. KROLIKRobert
    J. Krolik

Chief Financial Officer

March 5, 2010 87




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##### Table of Contents



Signature

Title

DateAdditional Directors:/s/  JOE
    F. HANAUERJoe
    F. Hanauer

Chairman of the Board and Director

March 5, 2010/s/  FRED
    D. ANDERSONFred
    D. Anderson

Director

March 5, 2010/s/  KENNETH
    K. KLEINKenneth
    K. Klein

Director

March 5, 2010/s/  GERALDINE
    B. LAYBOURNEGeraldine
    B. Laybourne

Director

March 5, 2010/s/  ROGER
    B. MCNAMEERoger
    B. McNamee

Director

March 5, 2010/s/  V.
    PAUL UNRUHV.
    Paul Unruh

Director

March 5, 2010/s/  CATHERINE
    WHATLEYCatherine
    Whatley

Director

March 5, 2010/s/  BRUCE
    G. WILLISONBruce
    G. Willison

Director

March 5, 2010  88