EFTA01378018

Years ended December 31, 2012 2013 % change Cost of revenue Percentage of revenue (dollars in thousands) $ 72.794 $ 85,945 18.1% 10.2% 10.7% Cost of revenue increased $13.2 million, or 18.1%, in 2013 versus 2012, driven primarily by an increase of $6.1 million in content acquisition costs from Tutor.com (now The Princeton Review). which was not included in the fun prior year period and $5.1 million from acquisitions at Dating. Selling and marketing expense Years ended December 31, 2012 2013 % change Selling and marketing expense Percentage of revenue (dollars In thousands) $ 304,597 $ 321,870 5.7% 42.7% 40.1% Selling and marketing expense increased $17.3 million, or 5.7%. in 2013 versus 2012, driven primarily by an increase of $10.5 million in advertising spend and an increase in compensation. The increase in compensation was primarily due to increased headcount at Meetic and acquisitions. General and administrative expense Years ended December 31, 2012 2013 % change General and administrative expense Percentage of revenue (dollars In thousands) $ 76,711 $ 93,641 22.1% 10.8% 11.7% General and administrative expense increased $16.9 million, or 22.1%. in 2013 versus 2012. driven primarily by $10.9 million from acquisitions, an increase in compensation at Dating. resulting from an increase in headcount. and an increase in professional fees due, in part, to transaction fees related to the tender offer by the Company in the fourth quarter of 2013 for the remaining 12.5% of Meetic that it did not already own. 81 TableoLContentri Product development expense Years ended December 31, 2012 2013 % change Product development expense Percentage of revenue (dollars in thousands) $ 38,921 $ 42,973 10.4% 5.5% 5.4% Product development expense increased $4.1 million, or 10.4%, in 2013 versus 2012, driven primarily by acquisitions. Depreciation Years ended December 31, 2012 2013 % change Depredation Percentage of revenue (dollars in thousands) $ 16,341 $ 20,202 23.6% 2.3% 2.5% Depreciation increased by $3.9 million, or 23.6%, in 2013 versus 2012. driven primarily by capital expenditures and acquisitions, partially offset by certain fixed assets becoming fully depreciated. Adjusted EBITDA Adjusted EBITDA is a non-GAAP measure and is defined in "Principles of financial reporting." Refer to Note 9 to the combined audited financial statements for reconciliations of Adjusted EBITDA to operating income and net earnings attributable to Match Group, Inc.'s shareholder. Years ended December 31, 2012 2013 % change (dollars In thousands) http. 9.9,9,:tec.gtw An:hives edgat data 15751891X)0104746915008.431 922264511/9-tahintil I 9'.059:27:17 ANfj CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075178 SDNY_GM_00221362 EFTA01378018