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

SECURITIES AND EXCHANGE COMMISSION Washington, D.O. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Match Group, Inc. (Exact name of registrant as st Delaware 7389 28-4276917 • -/tititon of (Pr Mary Standard Irtits,..n., ti 5 Ernpoter or Classtficatton Code

has accrued $2.4 million and 51.9 million, respectively, for penalties. Match Group, Inc. is routinely under audit by federal, state, local and foreign authorities in the area of income tax as a result of previously filed separate company

nding 4.75% Senior Notes due 2022 issued by IAC for up to $500 million aggregate principal amount of new 6.75% Senior Notes due 2022 to be Issued by Match Group, Inc. In preparing these combined financial statements, management evaluated subsequent events through November 2, 2015, on which date the combined finan

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 per

8.048) 5799.587 5 189 5799.776 the accanpaving NOW to Conde& Financial Statements wean entegrat pert of these stalemeas F-26 Table of Cc-ten' Match Group, Inc. and Subsidiaries Combined statement of cash flows Years ended December 31, 2012 2013 2014 (In thousands) Cash flows from operating activities:

ditions (Deductions) translation 2013 (In thousands) Dating $ 683.708 $ 62.419 $ — 4.878 S 751.005 Non-dating 27.535 45 (10,839) 16,741 Match Group, Inc. 711.243 $ 62,464 $ (10,839) $ 4.878 S 767.746 Additions primarily relate to the acquisition of Twoo. Deductions primarily relate to the establi

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

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

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,

y repaid $15 million leaving an outstanding balance of $79 million. The remaining notes are guaranteed by Match.com Pegasus Limited, a subsidiary of Match Group, Inc. The notes are payable in three installments of $26.3 million that are each due on September 1, 2021. 2023 and 2026. On April 8, 2014, Match.com Eur

. 2015. IAC announced that its Board of Directors approved the pursuit of an Initial public offering (IPO) of newly-issued shares of common stock of Match Group, Inc. In preparing these combined financial statements, management evaluated subsequent events through August 11, 2015 on which date the combined financia

e was no issuance of Class D common stock. On July 14, 2015, the Company announced that it had entered into a definitive agreement to be acquired by Match Group, Inc. for USD $575 million in cash. The acquisition is expected to dose in the fourth quarter of 2015. In preparing these consolidated financial statement

in -Receivables from related parties" in the accompanying consolidated balance sheet. In connection with the proposed acquisition of the Company by Match Group, Inc. (See note 7—Subsequent events) the outstanding receivables from related parties balance will be settled prior to the dose. Note 7—Subsequent events

or the context otherwise requires, all references in this prospectus to "we." "our," "us," "Match Group," "the Company," and "our company" refer to Match Group, Inc. and its combined subsidiaries. In this prospectus. references to "North America" refer to the United States and Canada: references to "Western Europ

ed that the underwriters' option to purchase additional shares is not exercised, and $61.7 million is drawn under the Revolving Credit Faality. 52 Match Group, Inc. Unaudited pro forma combined balance sheet September 30, 2015 (In thousands, except share data) ASSETS Current Assets: Cash and cash egavale

ts as of September X 2015 for Match Group and as of June 30 2015 to' Flent)OfF,sn See notes .'a unauctted pro barna ccrntsnad fmanca: slaMments 53 Match Group, Inc. Unaudited pro forma combined statement of operations nine months ended September 30, 2015 Match Notes and Match Acquisition Term Loan (In Gr

Match Group, Inc. Unaudited pro forma combined statement of operations Year Ended December 31, 2014 (In Match thousands, Notes and except per Match Acquisitio

ty awards denominated in IAC equity and stock options and stock appreciation rights denominated in the equity of certain IAC subsidiaries, including Match Group, Inc. Information regarding these awards is included below. Summary compensation table Salary Monts Stock Option awards awards All other compensat

corporate opportunities expressly offered to one of our officers or directors in writing, solely in his or her capacity as an officer or director of Match Group, Inc. Listing and trading Our common stock is currently not listed on any securities exchange. We have applied to list our common stock on the NASDAQ Glo