EFTA01378078.pdf

(in thousands, except per share data) Numerator. Net earnings $ 100,009 $ 100,009 $ 84.748 $ 84,748 Net (earnings) loss attributable to noncontrolling interests (522) (522) 42 42 Net earnings attributable to Match Group. Inc's shareholder $ 99,487 S 99.487 $ 84.790 S 84.790 Denominator. Weighted average basic shares outstanding(a) 10.040 10.040 10.233 10.233 Dilutive securities including stock options and other securities(a) — 452 — 528 Denominator for earnings per share—weighted average shares (al 10.040 10.492 10.233 10,761 Earnings per share attributable to Match Group, Inc.'s shareholder Earnings per share(a) $ 9.91 S 9.48 $ 8.29 S 7.88 All share and per share information reflects information before gworg effect to ad/ustrnents to be made in connection with the recapitalization of our °nutty that will Dior to the completion of the PO and the trarvier of the net proceeds of the IPO to IAC Unaudited pro forma information to give effect to the dividend payment to IAC The unaudited pro forma balance sheet and unaudited pro forma net earnings per share have been presented in accordance with SEC Staff Accounting Bulletin Topic 1.6.3. The unaudited pro forma balance sheet gives effect to an anticipated 16-for-1 stock split and an estimated $1.5 billion of proceeds from the issuance of the Match Senior Notes. borrowings under the term loan facility and this offering. including additional borrowings under the revolving credit facility, as payment of a dividend to IAC. The computation of pro forma net earnings per share reflects the number of additional shares that were issued to fund the dividend to IAC based on an assumed offering price of $13.00 per share (the midpoint of the offering price range set forth on the cover page of this prospectus). The computation of pro forma earnings per share assumes 33.3 million of incremental shares to be issued in connection with this distribution were outstanding from the beginning of the period. F-20 Table of Contents The following table sets forth the computation of pro forma basic and diluted earnings per share attributable to Match Group. Inc shareholders to give effect to the dividend payment to IAC. Nine Months Ended September 30, 2015 Basic Diluted (In thousands, except per share data) Numerator. Net earnings(a) $ 59.532 $ 59,532 Net loss attributable to noncontrolling interests 42 42 Net earnings attributable to Match Group. Inc. shareholders $ 59.574 59.574 Denominator. Weighted average basic shares outstanding 163,733 163,733 Add: Pro forma adjustment to reflect assumed shares sold in the initial public offering to fund the dividend payment 33,333 33,333 Pro forma weighted average basic shares outstanding 197,066 197,066 Dilutive securities including stock options and other securities 8,449 Pro forma denominator for earnings per share-weighted average shares 197,066 205,515 Pro forma earnings per share attributable to Match Group, Inc. shareholders $ 0.30 $ 0.29 (a) Net earnngs has been adjusted b1S2.5 2 matron to reflect addittorei Interest expense (net of tax) assumed to te marred to finance the paten of the dvidend that exceeds both the gross proceeds from m4 offering and the previous twelve montris net eamongs F-21 Table of Contents Report of independent registered public accounting firm The Board of Directors and Shareholders of IAC.InterActiveCorp We have audited the accompanying combined balance sheets of Match Group. Inc. and Subsidiaries (the Company) as of December 31, 2013 and 2014, and the related combined statements of operations. comprehensive income. shareholder equity, and cash flows for each of the three years in the period ended December 31. 2014. Our audits also included the financial statement schedule listed on page F-61. These financial statements and financial schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that hap:were. trec.srov'Anthnesedgin date1575189110010474691500643112226458n-lahttn(1I 9,2013 911:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075238 CONFIDENTIAL SONY GM_00221422 EFTA01378078