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

aries Notes to combined financial statements (Unaudited) Note 1 —The company and summary of significant accounting policies Nature of operations Match Group. Inc. consists of our North America dating business (which includes brands such as Match, OkCupid, Tinder. OurTime. BlackPeopleMeet and other dating

ember of IAC's consolidated federal and state income tax returns. In all periods presented, current and deferred income taxes have been computed for Match Group. Inc. on an as if stand-alone, separate retum basis. Match Group, Inc.'s payments to IAC for its share of IAC's consolidated F-8 Table of Contents

Income tax provision (46,434) Net earnings 100,009 Net earnings attributable to noncontrolling interests (522) Net earnings attributable to Match Group. Inc.'s shareholder $ 99.487 Nine Months Ended September 30, 2015 Acquisition- related contingent Stock-based Adjusted compensation EBITDA ex

he period. F-20 Table of Contents The following table sets forth the computation of pro forma basic and diluted earnings per share attributable to Match Group. Inc shareholders to give effect to the dividend payment to IAC. Nine Months Ended September 30, 2015 Basic Diluted (In thousands, except per s

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. The fair value of the Comp

counting principles ("GAAP"). All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group. Inc. have been eliminated. All intercompany transactions between Match Group. Inc. and IAC and its subsidiaries. with the exception of notes payable

ly, for the payment of interest. At December 31, 2013 and 2014, the Company has accrued $2.3 million and $2.4 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 co

38,187 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the per share price of Match Group. Inc. at the last date of grant and the exercise price. multiplied by the number of in-the-money options) that would have been received by the option

. 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

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

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

ensation expense, related to IAC's accounting, treasury, legal, tax, corporate support and internal audit functions. These allocations were based on Match Group. Inc.'s revenue as a percentage of IAC's total revenue. Allocated general and administrative costs. inclusive of stock-based compensation expense, we

he period. F-58 Table of Cnntentet The following table sets forth the computation of pro forma basic and diluted earnings per share attributable to Match Group. Inc. shareholders to give effect to the dividend payment to IAC. Year ended December 31, 2014 Basic Diluted Numerator. (In thousands, except

ollowing 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 years ended December 31. 2012. 2013 and 2014 Year ended December 31, 2012 Adjusted Stock-based EBITDA compensation D

The combined financial statements reflect the historical financial position, results of operations and cash flows of the businesses that now make up Match Group. Inc. since their respective dates of acquisition by IAC and the allocation to us of certain IAC corporate expenses relating to us and our businesses

r for earnings per share—weighted average shares 235,508 243,957 232,426 239.669 232,551 239,874 Pro forma earnings per share attributable to Match Group. Inc. shareholders $ 0.32 $ 031 $ 0.33 $ 0.32 $ 0.51 $ 0.50 61 Table of Content Management's discussion and analysis of financial condition

16.7% 15.4% 11.3% Net (earnings) loss attributable to noncontrolling interests (0.6)% (0.2)% (0.1)% (0.1)% 0.0% Net earnings attributable to Match Group. Inc.'s shareholder 12.0% 15.6% 16.6% 15.3% 11.3% 69 Table of Centeno < Results of operations for the nine months ended September 30, 2014 and

er to Note 5 to our combined interim financial statements for reconciliations of Adjusted EBITDA to operating income and net eamings attributable to Match Group. Inc.'s shareholder. Nine months ended September 30, 2014 2015 change Adjusted EBITDA Percentage of revenue (dollars in thousands) $ 188.021

r to Note 9 to our combined audited financial statements for reconciliations of Adjusted EBITDA to operating income and net earnings attributable to Match Group. Inc.'s shareholder. Years ended hap: sec.gov 'An:hives date157518911001047.1691500643.4122264511^-talamil 1,50,2013 911:17 AA CONFIDENTIAL - PURS