EFTA01377997

Total liabilities 390.848 504,580 545.987 Total shareholder equity 877.026 799.776 962.146 49 Table of Contents Key Dating metrics In connection with the management of our business, we identify measure and assess a variety of key metrics. The pnncipal metrics we use in managing our dating business are set forth below Years ended December 31, Nine months ended September 30, 2012 2013 2014 2014 2015 (in thousands, except ARPPU) Direct Revenue:(1) North America $ 454.996 $ 493.729 $ 525.928 $ 391,546 $ 434.080 International 233.531 260,340 278599 205,358 205,739 Total Direct Revenue 688,527 754,069 799,527 596,904 839819 Indirect Revenue(2) 24.922 34,128 36.931 27,102 28,409 Total Dating Revenue $ 713.449 $ 788,197 $ 836.458 $ 624,006 $ 668,226 Average PMC:(3) North America 1,920 2,169 2,404 2,395 2,643 International 876 1,020 1,097 1,087 1,347 Total 2,796 3,189 3,501 3,482 3.990 ARPPU.(4) North America $ 0.65 $ 0.62 $ 0.60 $ 0.60 $ 0.60 International $ 0.73 $ 0.70 $ 0.68 $ 0.69 $ 0.56 Total $ 0.67 $ 0.65 $ 0.63 $ 0.63 $ 0.59 (1) "Direct Revenue" is revenue that is directly received from an end user of our products (2) "Indirect Revenue" is revenue that is rot received directly from an end user of our mool s. substartialty all of which is currently advertairg revers* (3) "Average PMC" a calculated by summing the number d paid members or pad mercer cent. Or PMC, at de end of each day tithe relevant meeirrement pen00 and dividing 4 by the number Of calendar days n that period (4) "ARMS' or Average Revenue per Paying User, is Direct Retens n the relevant measuernere period dmded by the Average PMC n such pent:id drvided by the number of calendar days n such period 50 Table of Contents Unaudited pro forma combined financial statements The unaudited pro forma combined statement of operations for the year ended December 31, 2014 and nine months ended September 30. 2014 and 2015 presents the acquisition of Plenty0fFish, 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 been completed as of January 1. 2014. The unaudited pro forma combined balance sheet as of September 30, 2015 presents the acquisition of Plenty0fFish, the issuance of the Match Notes, borrowings under the Term Loan Facikty, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions as if each had been completed as of September 30. 2015. The pro forma adjustments give effect to the acquisition of Plenty0fFish, 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 described below. The unaudited pro forma combined financial statements should be read in conjunction with: (i) the historical combined financial statements of Match Group. Inc. and Subsidiaries for the year ended December 31. 2014 and the nine months ended September 30. 2014 and 2015 and (ii) the historical consolidated financial statements of Plentyoffish Media Inc. and Subsidiaries for the year ended December 31. 2014 and the six months ended June 30. 2014 and 2015. The following unaudited pro forma combined financial statements should be read in conjunction with "Management's discussion and analysis of financial condition and results of operations." The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and management believes such assumptions are reasonable. These unaudited pro forma combined financial statements are for informational purposes and are not necessarily indicative of our results of operations or financial condition had the acquisition of Plenty0fFish, 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 been completed on the dates assumed. In addition, they may not reflect the results of operations or financial condition that would have resulted had we been operating as an independent publicly-traded company during such periods. These unaudited pro forma combined financial statements are not necessarily indicative of our future results of operations or financial condition. Mr: edger daW15751891100104746915006431122264511^-tabintil 1,9,2013 911:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075157 SONY GM_00221341 EFTA01377997