EFTA01377975.pdf

combined statement of operations information gives effect to the PlentyOfFish acquisition, the issuance of the Match Notes. borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions as if each had occurred on January 1, 2014. The pro forma information under combined balance sheet information gives effect to the PlentyOfFish acquisition, the issuance of the Match Notes. borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions as If each had occurred on September 30, 2015. Our historical combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of IAC. The combined financial statements reflect the historical financial position, results of operations and cash flows of the businesses that now make up Match Group. Inc. since their respective dates of acquisition by IAC and the allocation to us of certain IAC corporate expenses relating to us and our businesses based on the historical financial statements and accounting records of IAC. In the opinion of our management, the assumptions underlying our historical combined financial statements. including the basis on which the expenses have been allocated from IAC, are reasonable. However, the allocations may not reflect the expenses that we may have incurred as an independent, stand-alone company for the periods presented. Our historical combined financial statements may not reflect what our actual financial position, results of operation and cash flows would have been if we had been an independent, stand-alone company for the periods presented. For the purposes of our financial statements, our income taxes have been computed on an as-if standalone, separate tax return basis. The historical information presented below should be read in conjunction with the information under 'Management's discussion and analysis of financial condition and results of operations and our audited 12 Table of Content4 and unaudited combined financial statements. including the notes thereto, appearing elsewhere in this prospectus. The pro forma twelve months financial information as of December 31, 2014 and the trailing twelve month financial information as of September 30. 2015 is for informational purposes and is not necessarily indicative of our results of operation or future results of operation. The information presented below should be read in conjunction with the information under -Unaudited pro forma combined financial statements," including the notes thereto, appearing elsewhere in this prospectus. Pro forma trailing twelve Nine months months ended ended Year!, ended December 31, September 30, September 30, 2012 2013 2014 2014 2015 2015 (In thousands) Combined statement of operations information: Revenue $ 713,449 5 803,089 $ 888,268 $ 649,272 752,857 $ 1.062,759 Operating costs and expenses: Cost of revenue (exclusive of depreciation) 72,794 85,945 120,024 82,079 131,118 175.821 Selling and marketing expense 304,597 321,870 335,107 271,236 289,844 366,312 General and administrative expense 76,711 93,641 117,890 74,351 121,303 171.429 Product development expense 38,921 42,973 49,738 36,614 50,740 64,963 Depreciation 16,341 20.202 25.547 17,122 19,804 30.631 Amortization of intangibles 17,455 17,125 11,395 6,841 14,130 19,757 Total operating costs and expenses 526,819 581,756 659,701 488,243 626,939 828,913 Operating income 186,630 221,333 228,567 161.029 125,918 233,846 Interest expense—third party (80,168) Interest expense—related party (29,489) (34,307) (25,541) (23,214) (6,879) (583) Other (expense) income, net (7,428) 217 12,610 8,628 8,341 11,881 Earnings before income taxes 149,713 187,243 215,636 146,443 127,380 164,996 Income tax provision (59,432) (60,616) (67.277) (46,434) (42,632) (47,144) Net earnings 90,281 126,627 148,359 100,009 84,748 117,862 Net (earnings) loss attributable to noncontrolling interests (4,606) (1,624) (595) (522) 42 (31) Net earnings attributable to Match Group. Inc 's shareholder $ 85,675 S 125,003 147,764 S 99,487 S 84,790 $ 117,821 Other combined financial information: Adjusted EBITDA(1)(2) $ 236,490 $ 271.231 S 273,448 188.021 179,355 $ 308,647 (1) in considenn$ the &uncial performance of the badness, managemert and our chef operatrig demon maker analyze the pnmary financial performance measure of &lusted EBITD.A. Adjusted EBITDA is defined as operating ircane excluding: (1) stock-tesedoompensabon expense: (2) degradation; and (3) aolfAsikon-rstatsd terns command or (1) amortization of moot* assets and impennerts of doodad and innate assets and 00 gees and fosses reocrized en changes in the fair value of hap: v.inv, Andivcs cdipir datel STSIS91100104746915006431122264511^-tahltnit 192015 911:17 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075135 CONFIDENTIAL SONY GM_00221319 EFTA01377975