ies the Credit Agreement's maximum leverage covenant to require that the Company maintain a maximum ratio of consolidated total debt to consolidated Adjusted EBITDA as defined below less minority interest expense of 5.00 to 1.00 through September 30 2014 4.75 to 1.00 from October 1 2014through September 30 2

ies the Credit Agreement's maximum leverage covenant to require that the Company maintain a maximum ratio of consolidated total debt to consolidated Adjusted EBITDA as defined below less minority interest expense of 5.00 to 1.00 through September 30 2014 4.75 to 1.00 from October 1 2014through September 30 2

ies the Credit Agreement's maximum leverage covenant to require that the Company maintain a maximum ratio of consolidated total debt to consolidated Adjusted EBITDA as defined below less minority interest expense of 5.00 to 1.00 through September 30 2014 4.75 to 1.00 from October 1 2014through September 30 2

key functional areas to support future growth. For the thirteen weeks ended March 29, 2015, restaurant contribution grew 13.6% to $20.5 million and Adjusted EBITDA grew 15.9% to $14.9 million as compared to the thirteen weeks ended March 30, 2014. For a reconciliation of Adjusted EBITDA and restaurant contribut

ion expense, other income and expense, the gain or loss on the sale of properly and equipment, and impairment of intangible assets. We have included Adjusted EBITDA in this prospectus because it is a key measure used by our management to evaluate our operating performance, generate future operating plans, and m

ion expense, other income and expense, the gain or loss on the sale of property and equipment, and impairment of intangible assets. We have included Adjusted EBITDA in Table of Contents 63 this prospectus because it is a key measure used by our management to evaluate our operating performance, generate future

S-I/A 64 Table of Contents Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures. including net loss and our other financial results presented in accordance with GAAP. The following

.341 5 66.848 $ 75.100 $ 82.021 $ 89.213 5110.560 $117.849 88 Table of Contents The following table presents a reconciliation of net loss to Adjusted EBITDA for each of the periods indicated: Three Months Ended Adjusted EBITDA Reconciliation Dec. 31, 2013 Mar. 31, 2014 Jun. 30, 2014 Sep. 30, 201

creased 16% over the comparable period in 2014 to $752.9 million. In 2012, 2013. 2014 and for the nine months ended September 30, 2015, we generated Adjusted EBITDA of $236.5 million, $271.2 million. $273.4 million and $179.4 million, respectively. operating income of $186.6 million, $221.3 million, $228.6 milli

d 'intangible assets), is France with $14.5 million as of both December 31, 2014 and September 30. 2015. The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation: and (3) acquisition-related items consistin

ed EBITDA corresponch more close/ to ex cash operabng income generated from our busress, from which captal investments are made and debt is serviced Adjusted EBITDA has certain limitation in that it does not take into account the impact to Match Group, Ire's statement of opiresims of certain expenses (o) Contem

France with $16.3 million and $14.5 million as of December 31, 2013 and 2014, respectively F-48 Table of Contents The following tables reconcile Adjusted EBITDA to operating income (loss) for the Company's reportable segments and to total net earnings attributable to Match Group. Inc.'s shareholder for the y

s of approximately $440 million by the end of fiscal 2015. For fiscal 2014 on a pro forma basis, we would have generated net sales of $57.5 billion, Adjusted EBITDA of $2.4 billion and free cash flow (which we define as Adjusted EBITDA less capital 1 hill). %kW wsce.go% A R: hi% es 'Agar data' 1646972 00011931

mance. See Prospectus Summary—Summary Consolidated Historical and Pro Forma Financial and Other Data" for further discussion and a reconciliation of Adjusted EBITDA and Adjusted Net Income. EBITDA, Adjusted EBITDA and Adjusted Net Income (collectively, the "Non-GAAP Measures") are performance measures that prov

nts expenditures) of $1.5 billion. For the 12 months ended June 20, 2015, on a pro forma basis, we would have generated net sales of $57.9 billion, Adjusted EBITDA of $2.5 billion and free cash flow of $1.7 billion. For the first quarter of fiscal 2015. we generated net sales of $18.1 billion, Adjusted EBITDA o

ay of fiscal 2014. See "Unaudited Pro Forma Condensed Consolidated Financial Information' for a presentation of such pro forma financial data. (5) Adjusted EBITDA is a non-GAAP measure defined as earnings (net income (loss)) before interest, income taxes, depreciation and amortization, further adjusted to elim

d amortization, as further adjusted to eliminate the effects of items management does not consider in assessing ongoing performance. We believe that Adjusted EBITDA provides a meaningful representation of operating performance because it excludes the impact of items that could be considered 'non-core" in nature.

Amendment No. 3 to Form S-1 jabk of Contents Following is a reconciliation of GAAP Net (loss) income to Adjusted EBITDA (in millions) for each of fiscal 2014, fiscal 2013 and fiscal 2012: Fiscal 201441) fiscal 2013(2) Fiscal 2012 Net (loss) income $ (1.225.2) $

of approximately $440 million by the end of fiscal 2015. For fiscal 2014 on a pro forma basis, we would have generated net sales of $57.5 billion, Adjusted EBITDA of $2.4 billion and free cash flow (which we define as Adjusted EBITDA less capital expenditures) of $1.5 billion. For the 12 months ended June 20,

% 'Adjusted EPS $0.16 $0.08 $0.08 95.7% $0.06 50.10 167.8% I Shares Outdandrig - Druled ix Adjusbd EPS 113 110 2 2.2% 115 (2) -2.1% 'Adjusted EBITDA 117 93 24 25.8% 101 16 15.7% I Lai TO): Marg ,: 6.3% 5.5% 5.5% CAR Muds CM Meals Change Difference Income Statement Expense Drivers: