EFTA01378079

we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining. on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Match Group, Inc. and Subsidiaries at December 31. 2013 and 2014, and the combined results of its operations and its cash flows for each of the three years in the period ended December 31. 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic combined financial statements taken as a whole, presents fairy in all material respects the information set forth therein. Is, Ernst & Young LLP New York, New York August 11, 2015 F-22 Table of Contents Match Group, Inc. and Subsidiaries Combined balance sheet December 31, Pro forma December 31, 2014 2013 2014 (unaudited) ASSETS (In thousands, except share data) Cash and cash equivalents $ 125,226 $ 127,630 $ - Accounts receivable, net of allowance and reserves of $856 and $1,133, respectively 32,366 33,735 - Other current assets 17,374 33,737 - Total current assets 174,966 195,102 - Property and equipment. net 35,090 42,997 - Goodwill 767,746 793,763 - Intangible assets, net 179,362 207,613 - Long-term investments 60,393 62,979 - Other non-current assets 74,565 5,580 - TOTAL ASSETS $1,292,122 $1.308,034 $ - LIABILITIES AND SHAREHOLDER EQUITY LIABILITIES: Accounts payable $ 14,194 $ 11,797 $ - Deferred revenue 119,971 134,790 - Dividend payable - - 1,484,382 Accrued expenses and other current liabilities 80,146 94,719 - Total current liabilities 214,311 241,306 1.484,382 Long-term debt-related party 79,000 190,586 - Income taxes payable 11,851 11,442 - Deferred income taxes 49,162 47,800 - Other long-term liabilities 36,524 13,446 - Redeemable noncontrolling interests 24,248 3,678 Commitments and contingencies SHAREHOLDER EQUITY: Common stock, 50.001 par value; authorized 15,000,000 shares; issued and outstanding 10,070,625 shares, as of December 31, 2014 on a pro forma basis Invested capital 851,749 877,635 (1,484,382) Accumulated other comprehensive loss (16,388) (78.048) Total Match Group. Inc. shareholder equity 835,361 799,587 (1,484.382) Noncontrolling interests 41,665 189 Total shareholder equity 877,026 799,776 (1,484,382) TOTAL LIABILITIES AND SHAREHOLDER EQUITY $1,292,122 $1,308,034 $ hap.% weser.sec.govrAmlivesedgar'datarl SIS189,00010474691500643t22226458^-talenttl 1,9201 S 911:17 AA CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075239 SDNY_GM_00221423 EFTA01378079