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



FORM 11-K




ý

 

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

For the fiscal year ended December 31, 2009

or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to          

Commission File No. 001-34063



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

Tree.com 401(k) Retirement Savings Plan

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

Tree.com, Inc.
11115 Rushmore Drive
Charlotte, North Carolina 28277


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REQUIRED INFORMATION

        1.     Not applicable.

        2.     Not applicable.

        3.     Not applicable.

        4.     The Tree.com 401(k) Retirement Savings Plan (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Attached hereto as Appendix I is a copy of the most recent financial statements and supplemental schedules of the Plan prepared in accordance with the financial reporting requirements of ERISA.


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SIGNATURES

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

Date: June 24, 2010   Tree.com 401(k) Retirement Savings Plan

 

 

By:

 

/s/ KATHY FRITZSCHE

Plan Administrator

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Appendix I

Financial Statements and Supplemental Schedules

        Tree.com 401(k) Retirement Savings Plan for the Year Ended December 31, 2009 with Report of Independent Registered Public Accounting Firm.


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TABLE OF CONTENTS

 
  Page Number

Report of Independent Registered Public Accounting Firm

  1

Financial Statements:

   
 

Statement of Net Assets Available for Benefits

 
2
 

Statement of Changes in Net Assets Available for Benefits

 
3
 

Notes to Financial Statements

 
4

Supplemental Schedule:

   
 

Form 5500, Schedule H—Schedule of Assets (Held at End of Year)

 
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Report of Independent Registered Public Accounting Firm

To the Audit Committee of Tree.com, Inc.
Tree.com 401(k) Retirement Savings Plan

        We have audited the accompanying statements of net assets available for benefits of Tree.com 401(k) Retirement Savings Plan as of December 31, 2009, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Tree.com 401(k) Retirement Savings Plan as of December 31, 2009 and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

        Our audit of the Plan's financial statements as of and for the year ended December 31, 2009, was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management and has been subjected to the auditing procedures applied in our audit of the basic financial statements for the year ended December 31, 2009, and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

Atlanta, Georgia
June 24, 2010

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

 
  December 31,
2009
 

ASSETS:

       

Investments at fair value:

       
 

Mutual funds

  $ 20,227,135  
 

Collective trust

    3,184,750  
 

Wrap contract

    10,482  
 

Loans to participants

    633,890  
       
   

Total investments

    24,056,257  
       

Receivables:

       
 

Dividend

    4,790  
 

Participant

    16,108  
 

Employer

    6,539  
       
   

Total receivables

    27,437  
       
 

Net assets reflecting all investments at fair value

    24,083,694  
       
 

Adjustment from fair value to contract value for fully-benefit responsive investment contract

    22,047  
       
 

Net assets available for benefits

  $ 24,105,741  
       

The accompanying Notes to Financial Statements are an integral part of these statements.

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 
  Year Ended
December 31,
2009
 

Additions to net assets:

       

Investment income:

       
 

Dividends and interest

  $ 192,563  
 

Net appreciation in fair value of investments

    4,465,689  
 

Participant loan interest

    30,956  
       
   

Total investment income

    4,689,208  
       

Contributions:

       
 

Employer match (net of unvested forfeitures of $62,273)

    1,050,996  
 

Employee contributions

    3,130,979  
 

Employee rollover

    186,574  
       
   

Total contributions

    4,368,549  
       
     

Total additions

    9,057,757  
       

Deductions to net assets attributable to:

       

Distributions paid to participants

    1,799,442  

Administrative expenses

    49,453  
       
   

Total deductions

    1,848,895  
       

Increase in net assets available for benefits

   
7,208,862
 

Net assets available for benefits:

       
 

Beginning of year

     
 

Transfer from IAC plan (see Note 1)

    16,896,879  
       
 

End of year

  $ 24,105,741  
       

The accompanying Notes to Financial Statements are an integral part of these statements.

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS

NOTE 1—DESCRIPTION OF PLAN

        The following description of Tree.com 401(k) Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

        The Plan is a defined contribution plan, and was formed on January 1, 2009 to provide benefits exclusively for the employees of Tree.com, Inc. and its subsidiaries (the "Company"). All employees who have attained age eighteen and have met service requirements as defined by the Plan are covered by the Plan, with limited exceptions defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The net assets available for benefits of the employees of Tree.com were transferred from the plan of its former parent company, IAC/InterActiveCorp ("IAC"), as described below, to the newly created Tree.com Plan. It is the policy of the Company to fund employee deferrals in a timely manner.

        Prior to January 1, 2009, Tree.com participated in a retirement savings plan sponsored by IAC that was qualified under Section 401(k) of the Internal Revenue Code. On January 1, 2009, $16,896,879 was transferred from the IAC plan to Tree.com's Plan.

        Participating employees may contribute up to 50% of their pretax earnings, but not more than statutory limits (generally $16,500 for 2009). Tree.com's match is fifty cents for each dollar a participant contributes to the plan, with a maximum contribution of 3% of a participant's eligible earnings up to statutory limits.

        Under the IAC plan, participating employees could contribute up to 16% of their pretax earnings, but not more than statutory limits. Tree.com's match under the IAC plan was fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant's eligible earnings. Investment options in the plan included IAC common stock, but neither participant nor matching contributions were required to be invested in IAC common stock.

        Participants direct the investment of their contributions into various investment options offered by the Plan. Matching contributions are invested in the same manner as each participant's voluntary contributions in the investment options provided under the Plan. Tree.com stock is not included in the available investment options or the plan assets.

        Participants are immediately vested in their voluntary contributions to both the current Tree.com and IAC Plan. Funds contributed from January 1, 2009 forward to the Tree.com plan vest according to the participant's years of service, with less than three years of service vesting at 0%, and three years or more of service vesting at 100%. Funds contributed to the former IAC plan prior to January 1, 2009 vest according to the vesting schedule effective at time of investment. This vesting schedule is based on the participant's years of service, with less than two years of service vesting at 0% and two years or more of service vesting at 100%. Participants automatically become 100% vested upon reaching Normal Retirement Age and upon the occurrence of death or disability prior to Termination of Employment.

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 1—DESCRIPTION OF PLAN (Continued)

Upon termination of employment, amounts not vested will be forfeited. Forfeitures are the non-vested portions of the participant's account remaining after termination. During 2009, $62,273 of forfeitures were used to fund a portion of the employer match contribution. Future forfeitures may be used to reduce administrator expenses or other plan costs as allowed by IRS guidelines or fund a portion of the employer match contributions.

        Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their vested account balances, whichever is less. Participants are allowed a maximum of two outstanding loans. The loans are secured by the balance in the participant's account and bear interest at prime interest rate plus one percent. The interest rate becomes fixed at the time of the loan. Interest rates on loans range from 4.25% to 9.25% at December 31, 2009. Principal and interest are paid ratably through payroll deductions.

        Upon a participant's retirement, death, disability or other interruption of continuous service, his/her entire vested account balance will be distributed unless the participant's vested balance is more than $5,000 and the participant elects to leave such amounts in the Plan. If the vested balance does not exceed $5,000 but is more than $1,000, such balance will be automatically transferred to a rollover IRA account unless the participant elects otherwise. If the vested account balance is $1,000 or less it will be distributed in the form of a lump sum payment to the participant. Participants reaching the age of 591/2 may elect to withdraw some or all of their accounts while still employed. Participants' pre-tax contributions may be withdrawn earlier, subject to certain hardship withdrawal provisions of the Plan. Generally, participants who have made after-tax contributions may elect to withdraw some or the entire vested portion of their after-tax contribution accounts with no limit on the number of withdrawals of this type. Terminated participants may elect to receive a distribution of their account balances, subject to income tax and early withdrawal penalties.

        Administrative fees were paid by the Plan. For the year ended December 31, 2009, administrative fees were $49,453.

        Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. The participants affected by the termination or discontinuance of contributions will immediately become 100% vested in their accounts. Account balances will be available for distribution at the same time and in the same manner as would have been permissible if the Plan had not been terminated.

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in those assets of the Plan.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and changes therein, and disclosure of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates.

        The investments in registered investments—mutual funds are recorded at fair value as determined by quoted market prices of the underlying assets at the statement date. Securities for which market quotations are not readily available, or have quotations which management believes are not appropriate, are valued at fair value as determined in good faith by the Trustee. Accrued interest, if any, on the underlying investments is added to the fair value of the investments for presentation purposes.

        The net change in fair value of plan assets is determined by the changes in fair value during the period for assets held the entire period, the difference between acquisition cost and fair value at period end for assets purchased during the period, and the difference between selling price and fair value or cost for those assets sold during the period.

        Securities transactions are recorded on the trade date. Dividend income is recorded when received by the Plan.

        The Plan has invested in the Charles Schwab Stable Value Fund, a group trust which is a holder of a Guaranteed Interest Contract ("GIC"). The investment contract is stated at fair value and is adjusted to contract value (which represent contributions made under the contract, plus interest earned, less withdrawals and administrative expenses) on the Statement of Net Assets Available for Benefits. As described in ASC 946, "Investment Companies", formerly FSP AAG-INV-1 and SOP 94-4-1, "Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans" (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by ASC 946, the Statement of Net Assets Available for Benefits presents the fair value of the Plan's investment contract as well as the

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

adjustment of the investment contract from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

        In January 2010, the FASB released accounting guidance that requires new fair value measurement classification disclosures and clarifies existing disclosures. The guidance requires disclosures about transfers into and out of Levels 1 and 2 of the fair value hierarchy, and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. It also clarifies the existing fair value disclosures regarding valuation techniques, inputs used in those valuation models and at what level of detail fair value disclosures should be provided. The guidance is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disaggregation of the Level 3 activity, which is effective for interim and annual periods beginning after December 15, 2010. The guidance is not expected to materially impact the Plan's current fair value disclosures. Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 4 for disclosure of our fair value measurements.

NOTE 3—INVESTMENTS

        The Plan's investments are held by Charles Schwab Trust Company in a trust fund. Charles Schwab Trust Company has certified to the plan administrator that all assets were being held and that all investment transactions including net appreciation in fair value of investments reported in these financial statements were complete and accurate at December 31, 2009. The table presents the fair values of investments in excess of five percent of the Plan's net assets:

 
  At
December 31,
2009
 

Fidelity Contra Fund

  $ 3,346,093  

Schwab Stable Value Fund

    3,195,232  

PIMCO Total Return D

    1,642,955  

Royce Low Priced Stock S

    1,378,270  

Nicholas Apple Int All Cap Growth

    1,320,727  

Blackrock US Opportunities Inv A

    1,230,946  

        During the year ended December 31, 2009, the Plan's investments (including investments bought, sold, matured and held during the period) appreciated in value as follows:

 
  Year Ended
December 31,
2009
 

Net change in investments at fair value as determined by quoted market price:

       

Mutual funds, realized and unrealized

  $ 4,377,916  

Collective trust

    87,773  
       
 

Net appreciation in fair value of investments

  $ 4,465,689  
       

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 4—CHARLES SCHWAB STABLE VALUE FUND

        The Charles Schwab Stable Value Fund (the "Fund") is fully-benefit responsive. The average yield earned for such investments was 2.65% for 2009. The average yield credited to participants was 3.06% for 2009. These investments were rated AA+ at December 31, 2009.

        The Fund, invests in synthetic investment contracts, or wrap contracts, issued by insurance companies or banks, which are primarily participating, wherein the contract holder participates in gains and losses incurred due to the performance of the underlying portfolio relative to book value at times of withdrawals. Wrap contracts typically re-set on a monthly or quarterly basis as negotiated with the wrap issuer and do not have a final stated maturity date. Charles Schwab resets the rate by amortizing the difference between the market value of the portfolio and the guaranteed value over the weighted average duration of the Fund's investments. Participants receive the principal and accrued earnings credited to their accounts upon withdrawal for allowed events. These events include transfers to other investment options, and payments due to retirement, termination of employment, disability, death and in-service withdrawals as permitted by the Plan. The Plan may terminate its participation in the contract at any time. If it chooses to do so, the Plan will receive the lesser of the guaranteed or market value.

NOTE 5—FAIR VALUE MEASUREMENTS

        The Plan elected the fair value method of accounting and categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the assumptions used in pricing the asset or liability into the following three levels:

        The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques need to maximize the use of observable inputs.

        Following is a description of the valuation methodologies used for our investment assets measured at fair value.

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5—FAIR VALUE MEASUREMENTS (Continued)

 
  As of December 31, 2009  
 
  Recurring Fair Value Measurements Using  
 
  Quoted Market
Prices in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total Fair
Value
Measurements
 

Mutual funds:

                         
 

Large Cap

  $ 6,076,111             6,076,111  
 

Mid Cap

    2,576,702             2,576,702  
 

Small Cap

    1,836,516             1,836,516  
 

Target date

    4,240,327             4,240,327  
 

International

    3,295,056             3,295,056  
 

Bonds

    2,202,423             2,202,423  

Collective trust

        3,184,750         3,184,750  

Wrap contract

            10,482     10,482  

Loans to participants

            633,890     633,890  
                   
 

Total assets at fair value

  $ 20,227,135   $ 3,184,750   $ 644,372   $ 24,056,257  
                   

        The following table presents the changes in the Plan's assets that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

 
  Loans to
Participants
 

Fair value at January 1, 2009

  $  
 

New loans

    402,904  
 

Loan repayments

    (299,421 )
 

Loans transferred from IAC Plan

    530,407  
       

Fair value at December 31, 2009

  $ 633,890  
       

 

 
  Wrap Contract  

Fair value at January 1, 2009

  $  

Unrealized gain relating to instruments still held at December 31, 2009

    10,482  
       

Fair value at December 31, 2009

  $ 10,482  
       

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 6—INCOME TAX STATUS

        The Plan has filed for a determination letter from the Internal Revenue Service regarding the Plan's qualification under Section 401(k) of the Internal Revenue Code (the "IRC"). Based on plan design, the Plan is eligible and currently operating under a blanket determination letter (Schwab Prototype Non-Standardized Profit Sharing Plan with CODA, letter #M391053a) granted to the Plan Administrator. The 401(k) Committee believes the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. The 401(k) Committee will make any changes deemed necessary to ensure that the Plan is granted tax-exempt status.

NOTE 7—RISKS AND UNCERTAINTIES

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

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TREE.COM 401(K) RETIREMENT SAVINGS PLAN
Form 5500, Schedule H, Part IV, Line 4i—Schedule of Assets (Held at End of Year)
December 31, 2009

(a)   (b) Identity of issuer, borrower, or similar party   (c) Description of investment including
maturity date, rate of interest, collateral,
par or maturity value
  (d) Cost
**
  (e) Current value  
*   Schwab Stable Value Fund   Collective Trust         $ 3,195,232  
    AllianceBernstein 2000 Retirement St R   Mutual fund           74,487  
    AllianceBernstein 2005 Retirement St R   Mutual fund           26,191  
    AllianceBernstein 2010 Retirement St R   Mutual fund           124,034  
    AllianceBernstein 2015 Retirement St R   Mutual fund           42,561  
    AllianceBernstein 2020 Retirement St R   Mutual fund           583,715  
    AllianceBernstein 2025 Retirement St R   Mutual fund           176,888  
    AllianceBernstein 2030 Retirement St R   Mutual fund           907,058  
    AllianceBernstein 2035 Retirement St R   Mutual fund           654,251  
    AllianceBernstein 2040 Retirement St R   Mutual fund           1,097,721  
    AllianceBernstein 2045 Retirement St R   Mutual fund           409,319  
    AllianceBernstein 2050 Retirement St R   Mutual fund           143,038  
    AllianceBernstein 2055 Retirement St R   Mutual fund           1,064  
    Alianz NFJ International Value A   Mutual fund           1,181,827  
    BlackRock Equity Dividend   Mutual fund           1,136,090  
    BlackRock US Opportunities Inv A   Mutual fund           1,230,946  
    Columbia Acorn International Z   Mutual fund           164,555  
    Columbia Small Cap Growth Z   Mutual fund           458,246  
    Fidelity Contra Fund   Mutual fund           3,346,093  
    Fidelity Low Priced Stock   Mutual fund           427,004  
    Hartford Capital Appreciation II R4   Mutual fund           432,541  
    Lazard Emerging Markets Equity Open   Mutual fund           276,711  
    Loomis Sayles Inv Grade Bond A   Mutual fund           559,468  
    Nicholas-Apple Int All Cap Growth I   Mutual fund           1,320,727  
    Perkins Mid Cap Value S   Mutual fund           918,752  
    PIMCO Total Return D   Mutual fund           1,642,955  
    Royce Low Priced Stock Fund   Mutual fund           1,378,270  
*   Schwab S&P 500 Index Fund   Mutual fund           1,161,387  
    Vanguard Developed Markets Index   Mutual fund           351,236  
*   Various participants   Loans to participants, at interest rates from 4.25% to 9.25%           633,890  
                   
            Total investments at fair value         $ 24,056,257  
                   

*
Party-in-interest as defined by ERISA.

**
All investments are participant directed; therefore, cost information has not been presented.

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