EFTA01377977

(in thousands) Combined balance sheet information: Cash and cash equivalents $ 125,226 $ 127,630 $ Total current assets 174,966 195,102 Total assets 1.292122 1,308,034 Total liabilities 390,848 504,580 Total shareholder equity 877.026 799.776 282,543 $ 50,000 386,796 161,272 1,515,047 1,882,620 545,987 1,656,160 962,146 219,546 Key Dating metrics In connection with the management of our business, we identify, measure and assess a variety of key metncs. The principal metrics we use in managing our dating business are set forth below. Direct Revenue:(1) North America International Total Direct Revenue Indirect Revenue(2) Total Dating Revenue Average PMC:(3) North America International Total ARRPU:(4) North America International Total Nino months ended Yaws ended December 31, September 30, 2012 2013 2014(5) 2014 2016(4)17) $ 454.996 $ 233531 688,527 24,922 34,128 36,931 27,102 28,409 $ 713,449 $ 788,197 $ 836.458 $ 624,006 $ 668.228 493,729 $ 260,340 754,069 (In thousands, except ARPPLI) 525.928 $ 391,546 $ 434,080 273.599 205,358 205.739 799,527 596,904 639,819 1,920 2,169 2,404 2,395 2,643 876 1,020 1,097 1,067 1,347 2,796 3.189 3,501 3,482 3.990 $ 0.65 $ 0.73 $ $ 097 $ 0.62 $ 0.70 0.65 $ 0.60 $ 0.68 $ 0.63 $ 0.60 $ 0.69 $ 0.63 $ 0.60 0.56 0.59 (1) 'Direct Revenue" is revenue that is drectly received from an end user of our products (2) "Indirect Revenue" is revenue that is not received directly from an end user of our products. substartelty an of which is currently advertising revenue (3) "Average PMC" * calculated by summing the number of paid members or pad member count. or PMC at the end or each day in the relevant measurement period and dvding it by the number of caterdm days in that period (4) -ARPPU' or Average Revenue per Paying User, is Direct Revenue in the relevant measurement period <tweed by the Average PMC in such period civided by the nutter of caletar days in such period (5) 011 For the year ended Decemter 31, 2014, pro forma for Fientyarish, Average PMC was approximate)! 3 7 mown For the hire maths ended September 30. 2015. Tinder Average PMC was 332.033 (7) For the twelve months ended &Wernher 33 2015, pro forma for PtertycfPish, Indirect Revenue was approximately $60 million For the twelve months ended September Xi, 2015, pro Rune for Flentyansh. Average PMC was approornatety 4 3 mesa. with FlertyCfFish represenbng apprommtely 0.4 million Average PMC for an period is equal to the wr,grted average of the sun of Average PMC for the quarters ended Deserter 31, 2014, March 31. 2015. June 30, 2015 and September 30. 2015. For the nine months ended September 30. 2015. pro forma for Plenlyansh. Average PMC was approximatery 4 4 million Fa the quarters ended Are 30.2015 and March 31. 2013, ARPPU for Plerty0fFish was appraornately S041 and SO 37, reaper-Unity For the twelve months ended September 30, 2015, ARPFU was SO 50 15 Table of Content‘ Risk factors Investing in our common stock Involves risks. In addition to the other information contained in this prospectus, you should carefully consider the following risks before decicIng to purchase shams of our common stock in this offering. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this prospectus. incluthng statements in the following risk factors, constitute forward-looking statements. Please refer to 'Cautionary note regarding forward-looking statements' for more information regarding forward-looking statements. Risks relating to our business The limited operating history of our newer dating brands and products makes It difficult to evaluate our current business and future prospects. We seek to tailor each of our dating brands and products to meet the preferences of specific communities of users. Building a given brand or product is generally an iterative process that occurs over a meaningful period of tine and invokes considerable resources and expenditures. Although certain of our newer brands and products have experienced significant growth over relatively short periods of time, you cannot necessarily rely on the historical growth rates of these brands and products as an indication of future growth rates for our newer brands and products generally. We have encountered, and may continue to encounter, risks and difficulties as we build our newer brands and products. The failure to successfully address these risks and difficulties could adversely affect our business. financial condition and results of operations. Mgr: emu sec.gov'An:hives edger dotal 5751891100104746915006431122264511*-IshIntil 192013 921:17 ASO CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075137 SONY GM_00221321 EFTA01377977