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n, dated November 9, 2015 Preliminary Prospectus 33,333,333 shares matchg roL Common stock This is an initial public offering of common stock by Match Group, Inc. The estimated initial public offering price is between $12.00 and $14.00 per share. We have applied to list our common stock on the NASDAQ Global Se

f all of our Class B common stock following this offering, we will be a "controlled company' under the Marketplace Rules of the NASDAQ Stock Market. Match Group. Inc. is offering the shares to be sold in this offering. Match Group. Inc. currently intends to use all of the net proceeds from this offering to rep

able for shares of IAC common stock having a value equal to the difference between the option exercise price and the fair market value of a share of Match Group, Inc. common stock. Upon completion of this offering, the options to acquire shares of Match Group. Inc. common stock will be adjusted in accordance with

. At December 31, 2013 and 2014, there was no tax benefit or provision on the accumulated other comprehensive loss. Note 8—Stock-based compensation Match Group. Inc. currently has two active plans under which awards have been granted. These plans provide for the grant of non-qualified stock options to acquir

309.4 million for the years ended December 31, 2012, 2013 and 2014. respectively. Legal costs Legal costs are expensed as incurred. Income taxes Match Group, Inc. is a member of IAC's consolidated federal and state income tax returns. In all periods presented, current and deferred income tax expense has been c

of IAC's consolidated federal and state income tax returns. In all periods presented, current and deferred income tax expense has been computed for Match Group. Inc. on an as if stand-alone, separate retum basis. The Company recognizes liabilities for uncertain tax positions based on a two-step process. The

average fair value of stock options granted during the years ended December 31, 2012. 2013 and 2014 with exercise prices equal to the fair value of Match Group, Inc. common stock on the date of grant are $79.73, $79.57 and $83.24, respectively. There are no stock options issued during the years ended December 31,

of Match Group. Inc. during the years ended December 31. 2012 and 2013, respectively. There were no IAC stock options granted by IAC to employees of Match Group. Inc. for the year ended December 31. 2014. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option-p

Form of Amended and Restated By-laws of Match Group. Inc. 4.1 Form of Common Stock Certificate of Match Group. Inc. 4.2 Form of Indenture between Match Group, Inc. and Computershare Trust Company, N.A., as trustee 5.1 Opinion of Wachtel', Upton. Rosen & Katz 10.1" Form of Master Transaction Agreement 10.2" F

32" Form of Amended and Restated By-laws of Match Group. Inc. 4.1 Form of Common Stock Certificate of Match Group. Inc. 4.2 Form of Indenture between Match Group, Inc. and Computershare Trust Company, N