EFTA01377967

Our business 1.02 Managemerd US Executive compensation prinapal stockholders .12(1 12E Desajmnsipsai 13Q Description of indebtedness 136 Shares elicfible for future sale 140 CCM relationships and related party transactions 143 Certain material United States federal income tax considerations for non-U S holders 142 Underwriting 152 egal matters 161 Experts 161 Where you can find more information lfii. Indexto_firlanClail statements El You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside the United States: Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to. the offering of the shares of common stock and the distribution of this prospectus outside the United States. Tabie of Contents Prospectus summary This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information That you should consider before deciding to purchase our common stock in this offering. You should read the entire prospectus carefully, including the section aged Risk factors? before making an investment decision. In this prospectus. references to 'monthly active users,' or MAU. means users who logged in through our mobile or web applications In the last 28 days as of the date of measurement and references to *paid members- means users with a paid membership at the time or for the period incacated. See "About this prospectus." Business Our mission Establishing a romantic connection is a fundamental human need. Whether its a good date, a meaningful relationship or an enduring marriage. romantic connectivity lifts the human spirit. Our mission is to increase romantic connectivity worldwide. Who we are Match Group is the worlds leading provider of dating products. We operate a portfolio of over 45 brands, including Match, OkCupid. Tinder. Plenty0fFish, Meetic, Twoo, OurTime and FriendScout24, each designed to increase our users' likelihood of finding a romantic connection. Through our portfolio of trusted brands, we provide tailored products to meet the varying preferences of our users. We currently offer our dating products in 38 languages across more than 190 countries, and we had approximately 59 million monthly active users, or MAU, and approximately 4.7 million paid members, using our dating products for the quarter ended September 30. 2015. Our target market includes all adults in North America. Western Europe and other select countries around the world who are not in a committed relationship and who have access to the internet, which, based on a study by Research Now commissioned by us in July 2015. we estimate at approximately 511 million people. Consumer preferences within this population vary significantly, influenced in part by demographics, geography, religion and sensibility. As a result, the market for dating products is fragmented, and no single product has been able to effectively serve the dating category as a whole. Given wide ranging consumer preferences, we approach the category with a brand portfolio strategy, through which we attempt to offer dating products that collectively appeal to the broadest spectrum of consumers. We believe that this approach maximizes our ability to capture additional users, as demonstrated by our MAU and paid member count compound annual growth rates between the quarter ended September 30, 2011 and the quarter ended September 30, 2015 of 63% and 23%, respectively. We increasingly apply a centralized discipline to learnings, best practices and technologies across our brands in order to increase growth, reduce costs and maximize profitability. This approach allows us to quickly introduce new products and features, optimize marketing strategies, reduce operating costs and more effectively deploy talent across our organization. Coinciding with the general trend toward mobile technology, we have experienced a meaningful shift in our user base from desktop devices to mobile devices, and now offer mobile experiences on substantially all of our dating products. During the quarter ended September 30, 2015, pro forma for the Plenty0fFish hap: sec.pw daW1575189,000104746915006431 12226458^-tahtm(1 t 9+2013921:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075127 SONY GM_00221311 EFTA01377967