8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 3, 2016

MATCH GROUP, INC.

(Exact name of registrant as specified in charter)

Delaware	001-37636	26-4278917
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8300 Douglas Avenue, Suite 800, Dallas, TX	75225
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:(214) 576-9352

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.
Item 7.01Regulation FD Disclosure.

On May 3, 2016, the Registrant issued a press release announcing its results for the quarter ended March 31, 2016.  The full text of the press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

Exhibit 99.1 is being furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure.”

Item 7.01Regulation FD Disclosure.

On May 3, 2016, the Registrant posted a related investor presentation prepared by its management (which presentation includes certain information regarding the Registrant’s results for the quarter ended March 31, 2016 and certain forward-looking statements, among other information) on the “Investor Relations” section of the Registrant’s website (www.mtch.com).  This presentation appears in Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Match Group, Inc., dated May 3, 2016.
99.2	Q1 2016 Investor Presentation prepared by Match Group, Inc. Management.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MATCH GROUP, INC.
	By:	/s/ GARY SWIDLER
	Name:	Gary Swidler
	Title:	Chief Financial Officer
Date: May 3, 2016

3

EX-99.1

Exhibit 99.1

Match Group Reports Strong Q1 Revenue and Adjusted EBITDA Growth

Dallas, TX—May 3, 2016—Match Group (NASDAQ: MTCH) released first quarter 2016 financial results today and separately released an investor presentation which will be reviewed on the earnings conference call.  The presentation is available on the Investor Relations section of its website at http://ir.mtch.com.

“Match Group posted very strong revenue and Adjusted EBITDA growth in the first quarter, driven by exceptional growth at Tinder, solid performance of Meetic and Match, and the PlentyOfFish acquisition,” commented Greg Blatt, Chairman and CEO of Match Group. “We expect solid year over year performance throughout the balance of 2016.”

Q1 2016 SUMMARY

·Adjusted EBITDA nearly doubled over the prior year to $64.6 million

·Revenue grew 21%, led by 24% revenue growth at Dating

·Average PMC grew 36% to 5.1 million

·Tinder surpassed 1 million PMC as of the end of the quarter and successfully launched its first à la carte paid feature

·ARPPU declined 10% and Sales and Marketing as a percentage of revenue declined from 48% to 40%, driven primarily by the acquisition of PlentyOfFish and fast growth at Tinder

·Free Cash Flow nearly doubled to $68.5 million, while operating cash flow increased 88% to $75.0 million

(in thousands, except EPS and ARPPU)	Q1 2016		Q1 2015		Growth
Total Revenue	$	285,283	$	235,069	21	%
Total Dating Revenue	260,401		210,147		24	%
Adjusted EBITDA	64,586		33,250		94	%
Adjusted Net Income	28,226		21,677		30	%
Adjusted EPS	$	0.11	$	0.13	-18	%
Operating Income	29,188		27,040		8	%
Net Income	7,152		26,206		-73	%
GAAP Diluted EPS	$	0.03	$	0.16	-83	%
Average PMC	5,083		3,732		36	%
ARPPU	$	0.54	$	0.60	-10	%

See reconciliations of GAAP to non-GAAP measures beginning on page 11.

1

·Operating income was up 8%, reflecting the strong Adjusted EBITDA growth, partially offset by:

·a $3.2 million increase in the amount of contingent consideration expected to be paid in connection with the Eureka acquisition, the performance of which is exceeding expectations, compared to an $11.0 million reduction in the amount of contingent consideration expected to be paid in connection with the 2013 acquisition of Twoo, which was reflected in Q1 2015;

·an additional $11.2 million of stock based compensation, about half of which reflects an ongoing increase in expense burden driven by new grants and the remainder of which reflects modification charges and certain awards we don’t expect to be of a recurring nature; and

·an additional $4.4 million intangible asset amortization in the current year driven by the acquisitions of Eureka and PlentyOfFish.

·Adjusted Net Income increased 30% as a result of the increase in Adjusted EBITDA discussed above, offset by $18.3 million of additional interest expense in the current year resulting from our November 2015 financings.

·Adjusted EPS declined 18% as a result of a 59% increase in the adjusted weighted average shares outstanding for the quarter driven primarily by our initial public offering in November 2015.

Revenue

(in thousands)	Q1 2016		Q1 2015		Growth
Direct Revenue:
North America	$	164,382	$	138,522	19	%
International	84,646		63,364		34	%
Total Direct Revenue	249,028		201,886		23	%
Indirect Revenue	11,373		8,261		38	%
Dating Revenue	260,401		210,147		24	%
Non-dating Revenue	24,882		24,922		0	%
Total Revenue	$	285,283	$	235,069	21	%

Revenue growth of 24% at Dating was led by strong contributions from Tinder and PlentyOfFish. Non-dating revenue was flat at $24.9 million, beneath our expectations due primarily to lower than expected SAT test preparation course volume, which we believe continues to result from recent changes to the exam format.

2

(in thousands)	Reported  Revenue		Constant  Currency  Adjustment		Adjusted  Revenue		Adjusted Growth
Direct Revenue:
North America	$	164,382	$	—	$	164,382	19	%
International	84,646		3,880		88,526		40	%
Total Direct Revenue	249,028		3,880		252,908		25	%
Indirect Revenue	11,373		389		11,762		42	%
Dating Revenue	260,401		4,269		264,670		26	%
Non-dating Revenue	24,882		—		24,882		0	%
Total Revenue	$	285,283	$	4,269	$	289,552	23	%

Excluding the impact of foreign exchange in the current period, Match Group revenue would have increased 23% to $289.6 million and Dating revenue would have increased by 26%. Acquisition-related deferred revenue write-offs were $3.8 million for the quarter and primarily relate to the acquisition of PlentyOfFish in Q4 2015.

Dating Average PMC

(in thousands)	Q1 2016	Q1 2015	Growth
Total Average PMC:
North America	3,221	2,553	26	%
International	1,862	1,179	58	%
Total	5,083	3,732	36	%

Average PMC increased 36% to 5.1 million compared to 3.7 million for the year ago quarter, driven primarily by growth at Tinder and the acquisition of PlentyOfFish.

Dating ARPPU

	Q1 2016		Q1 2015		Growth
Total ARPPU:
North America	$	0.56	$	0.60	-7	%
International	$	0.50	$	0.60	-16	%
Total	$	0.54	$	0.60	-10	%

ARPPU was $0.54 for the first quarter of 2016, compared to $0.60 in the year ago quarter, driven primarily by growth at Tinder and the acquisition of PlentyOfFish. Excluding the effects of foreign exchange, ARPPU declined 9%.

3

	Reported  ARPPU		Constant Currency Adjustment		Adjusted ARPPU		Adjusted Growth
North America	$	0.56	$	0.00	$	0.56	-7	%
International	$	0.50	$	0.02	$	0.52	-13	%
Total	$	0.54	$	0.01	$	0.55	-9	%

Operating Costs and Expenses

(in thousands)	Q1 2016		% of  Revenue		Q1 2015		% of  Revenue		Growth
Cost of revenue	$	53,677	19	%	$	38,953	17	%	38	%
Selling and marketing expense	113,495		40	%	111,965		48	%	1	%
General and administrative expense	51,321		18	%	29,738		13	%	73	%
Product development expense	22,863		8	%	16,451		7	%	39	%
Depreciation	6,487		2	%	7,045		3	%	-8	%
Amortization of intangibles	8,252		3	%	3,877		2	%	113	%
Total operating costs and expenses	$	256,095	90	%	$	208,029	88	%	23	%

Operating expenses increased 23% to $256.1 million compared to $208.0 million for the year ago quarter. This increase includes:

·a $3.2 million increase in the amount of contingent consideration expected to be paid in connection with the Eureka acquisition, the performance of which is exceeding expectations, compared to an $11.0 million reduction in the amount of contingent consideration expected to be paid in connection with the 2013 acquisition of Twoo, which was reflected in Q1 2015; and

·an additional $11.2 million of stock-based compensation, about half of which reflects an ongoing increase in expense burden driven by new grants and the remainder of which reflects modification charges and certain awards we don’t expect to be of a recurring nature.

Operating expenses also includes $2.1 million of costs related to the consolidation and streamlining of our technology systems and European operations compared to $3.3 million in Q1 2015.

4

Adjusted EBITDA

(in thousands)	Q1 2016			Q1 2015			Growth
Dating Adjusted EBITDA	$	67,274		$	37,864		78	%
Non-dating Adjusted EBITDA	(2,688		)	(4,614		)	42	%
Total Match Group Adjusted EBITDA	$	64,586		$	33,250		94	%
Dating Adjusted EBITDA Margin	26		%	18		%	7.8	pts
Total Match Group Adjusted EBITDA Margin	23		%	14		%	8.5	pts

Adjusted EBITDA increased 94% due primarily to the higher revenue and a decrease in sales and marketing expenses as a percentage of revenue as our sales mix continues to shift towards brands with lower marketing spend, as well as narrowing losses at our Non-dating business.  Additionally, costs incurred related to the consolidation and streamlining of our technology systems and European operations were $2.1 million, a decline of $1.2 million compared to Q1 2015. As a result of these changes, Dating Adjusted EBITDA margin increased to 26% from 18% in the prior year, while total Match Group Adjusted EBITDA margin increased to 23% compared to 14% in the prior year.

OTHER ITEMS

Interest expense in the quarter was $20.4 million, consisting primarily of interest costs associated with the Company’s term loan and senior notes, as well as commitment fees on its revolving credit facility.

The effective tax rates in Q1 2016 and Q1 2015 were 42% and 24%, respectively. In Q1 2016, the effective rate was higher than the statutory rate of 35% due primarily to the non-deductible losses on contingent consideration fair value adjustments, partially offset by foreign income taxed at lower rates.  In Q1 2015, the effective rate was lower than the statutory rate of 35% due primarily to the non-taxable gain on contingent consideration fair value adjustments.  The effective tax rates for Adjusted Net Income in Q1 2016 and Q1 2015 were 31% and 36%, respectively.  The Q1 2016 effective tax rate for Adjusted Net Income is lower than the prior year primarily due to an increase in foreign income taxed at lower rates.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2016, Match Group had 248.9 million common and class B common shares outstanding.

As of March 31, 2016, the Company had $147.5 million in cash and cash equivalents and marketable securities.  Additionally, the Company had $1.2 billion of long-term debt ($40 million matures in the next twelve months).  Match Group has a $500 million revolving credit facility.  The credit facility was undrawn as of March 31, 2016 and currently remains undrawn.

As of March 31, 2016, IAC’s ownership interest and voting interest in Match Group were 84.6% and 98.2%, respectively.

5

DILUTIVE SECURITIES

Match Group has various tranches of dilutive securities.  The table below details these securities as well as potential dilution at various stock prices (shares in millions; rounding differences may occur).

	As of 4/29/2016			Dilution at:
Share Price	$	11.40		$	12.00		$	13.00		$	14.00		$	15.00
Absolute Shares as of 4/29/16	248.9			248.9			248.9			248.9			248.9
Vested Options & Awards
Subsidiary Equity Plans	11.5			11.0			10.1			9.4			8.8
Match Options	1.4			1.7			2.0			2.3			2.6
IAC Equity	0.1			0.1			0.1			0.1			0.1
Total Dilution- Vested Options & Awards	13.1			12.7			12.2			11.8			11.5
Unvested Options & Awards
Subsidiary Equity Plans	5.7			5.4			5.0			4.6			4.3
Match Options	0.4			0.7			1.2			1.7			2.3
Match RSUs	0.3			0.4			0.4			0.5			0.5
IAC Equity	0.2			0.2			0.1			0.1			0.1
Total Dilution- Unvested Options & Awards	6.6			6.6			6.8			6.9			7.2
Total Dilution	19.7			19.4			19.0			18.7			18.7
% Dilution	7.3		%	7.2		%	7.1		%	7.0		%	7.0		%
Total Diluted Shares Outstanding	268.6			268.3			267.9			267.6			267.6

The dilution calculation above assumes that all exercise proceeds from Match Group options, and all expected tax benefits associated with the vesting or exercise of all awards, are used to purchase Match Group shares at the time of such vesting or exercise (as the case may be), whether or not such repurchases actually occur.  This methodology differs from the treasury stock method used for GAAP because it: (i) excludes from the assumed proceeds the impact of future non-cash compensation of all unvested stock-based awards; (ii) includes in assumed proceeds the entire tax benefit received upon the exercise of options or the vesting of restricted and performance-based stock awards rather than only the excess tax benefit; and (iii) includes the shares related to performance- and market-based awards that are considered probable of vesting, if dilutive. This reflects the way the Company’s management generally thinks about dilution and we believe it is the best reflection of the true economic costs of our equity compensation programs. We present dilution in this precise way for the first time here.

The Subsidiary Equity Plans line item includes stock options, stock appreciation rights and warrants denominated in the equity of Tinder and The Princeton Review. These awards will ultimately be settled by granting shares of our common stock to the holders of the awards equal in value at the time of exercise to the spread on the awards.  The IAC equity awards represent options, restricted stock units, and performance-based stock units denominated in the shares of IAC which were issued to employees of Match Group prior to our public offering. When exercised, IAC will settle the awards with shares of IAC and Match Group will issue additional shares to IAC as compensation. The number of common shares reflected in the dilution table above reflects the current market price of IAC and our estimates of the fair value of Tinder and The Princeton Review, each at various market prices of our common stock.   The number of shares of our common stock ultimately required to settle these awards will fluctuate from

6

the number of shares reflected in the table above based upon changes in our stock price, changes in IAC’s stock price, and any differences between the estimates of fair value of Tinder and The Princeton Review used to compute dilution in the table above and the ultimate fair values of these businesses determined in connection with any future liquidity events related to the associated equity awards.

CONFERENCE CALL

Match Group will audiocast a conference call to answer questions regarding its first quarter financial results on Wednesday, May 4, 2016 at 8:30 a.m. Eastern Time.  This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor’s understanding of Match Group’s business.  The live audiocast will be open to the public at, and the investor’s presentation reviewing the results has been posted on, http://ir.mtch.com.

7

GAAP FINANCIAL STATEMENTS

MATCH GROUP CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

(in thousands except per share amounts)

	Three Months Ended March 31,
	2016			2015
Revenue	$	285,283		$	235,069
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	53,677			38,953
Selling and marketing expense	113,495			111,965
General and administrative expense	51,321			29,738
Product development expense	22,863			16,451
Depreciation	6,487			7,045
Amortization of intangibles	8,252			3,877
Total operating costs and expenses	256,095			208,029
Operating income	29,188			27,040
Interest expense - third party	(20,431		)	—
Interest expense - related party	—			(2,179		)
Other income, net	3,607			9,307
Earnings before income taxes	12,364			34,168
Income tax provision	(5,145		)	(8,288		)
Net earnings	7,219			25,880
Net (earnings) loss attributable to noncontrolling interests	(67		)	326
Net earnings attributable to Match Group, Inc. shareholders	$	7,152		$	26,206
Per share information attributable to Match Group, Inc. shareholders:
Basic earnings per share	$	0.03		$	0.16
Diluted earnings per share	$	0.03		$	0.16
Basic shares outstanding	248,444			161,130
Diluted shares outstanding	268,099			168,928
Stock-based compensation expense by function:
Cost of revenue	$	402		$	86
Selling and marketing expense	938			933
General and administrative expense	10,197			4,253
Product development expense	5,961			1,027
Total stock-based compensation expense	$	17,498		$	6,299

8

MATCH GROUP CONSOLIDATED BALANCE SHEET

($ in thousands)

	March 31,		December 31,
	2016		2015
ASSETS
Cash and cash equivalents	$	135,898	$	88,173
Marketable securities	11,622		11,622
Accounts receivable, net	68,975		65,851
Other current assets	40,395		39,049
Total current assets	256,890		204,695
Property and equipment, net	50,807		48,067
Goodwill	1,301,880		1,292,775
Intangible assets, net	271,017		276,408
Long-term investments	54,855		55,569
Other non-current assets	29,435		31,878
TOTAL ASSETS	$	1,964,884	$	1,909,392
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current portion of long-term debt	$	40,000	$	40,000
Accounts payable	28,827		25,767
Deferred revenue	191,553		169,321
Accrued expenses and other current liabilities	122,418		118,556
Total current liabilities	382,798		353,644
Long-term debt, net of current maturities	1,167,897		1,176,871
Income taxes payable	9,325		9,670
Deferred income taxes	35,472		34,947
Other long-term liabilities	55,886		49,542
Redeemable noncontrolling interests	5,971		5,907
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Total Match Group, Inc. shareholders’ equity	307,535		278,811
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,964,884	$	1,909,392

9

MATCH GROUP CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS

($ in thousands)

	Three Months Ended March 31,
	2016			2015
Cash flows from operating activities:
Net earnings	$	7,219		$	25,880
Adjustments to reconcile earnings to net cash provided by operating activities:
Stock-based compensation expense	17,498			6,299
Depreciation	6,487			7,045
Amortization of intangibles	8,252			3,877
Excess tax benefits from stock-based awards	(4,044		)	(12,835		)
Deferred income taxes	(159		)	595
Acquisition-related contingent consideration fair value adjustments	3,161			(11,011		)
Other adjustments, net	(242		)	(11,078		)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(2,234		)	(8,317		)
Other assets	(1,792		)	(1,968		)
Accounts payable and accrued expenses and other current liabilities	20,617			19,402
Income taxes payable	(707		)	4,588
Deferred revenue	20,911			17,487
Net cash provided by operating activities	74,967			39,964
Cash flows from investing activities:
Acquisitions, net of cash acquired	(2,252		)	(3,809		)
Capital expenditures	(6,467		)	(4,344		)
Other, net	4,250			(405		)
Net cash used in investing activities	(4,469		)	(8,558		)
Cash flows from financing activities:
Principal payment on long-term debt	(10,000		)	—
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	(4,453		)	—
Excess tax benefits from stock-based awards	4,044			12,835
Transfers to IAC	—			(45,862		)
Purchase of noncontrolling interests	—			(308		)
Other, net	(12,180		)	—
Net cash used in financing activities	(22,589		)	(33,335		)
Effect of exchange rate changes on cash and cash equivalents	(184		)	(6,016		)
Net increase (decrease) in cash and cash equivalents	47,725			(7,945		)
Cash and cash equivalents at beginning of period	88,173			127,630
Cash and cash equivalents at end of period	$	135,898		$	119,685

10

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

MATCH GROUP RECONCILIATION OF OPERATING CASH FLOW TO FREE CASH FLOW

($ in millions; rounding differences may occur)

	Three Months Ended March 31,
	2016			2015
Net cash provided by operating activities	$	75.0		$	40.0
Capital expenditures	(6.5		)	(4.3		)
Free Cash Flow	$	68.5		$	35.6

For the three months ended March 31, 2016, consolidated Free Cash Flow increased $32.9 million due primarily to higher Adjusted EBITDA and increased deferred revenue.

MATCH GROUP RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

(in thousands except per share amounts)

	Three Months Ended March 31,
	2016			2015
Net earnings attributable to Match Group, Inc. shareholders	$	7,152		$	26,206
Stock-based compensation expense	17,498			6,299
Amortization of intangibles	8,252			3,877
Acquisition-related contingent consideration fair value adjustments	3,161			(11,011		)
Impact of income taxes and noncontrolling interests	(7,837		)	(3,694		)
Adjusted Net Income	$	28,226		$	21,677
GAAP Basic weighted average shares outstanding	248,444			161,130
Options and RSUs, treasury method	19,655			7,798
GAAP Diluted weighted average shares outstanding	268,099			168,928
Impact of RSUs and other	656			153
Adjusted EPS weighted average shares outstanding	268,755			169,081
GAAP Diluted earnings per share	$	0.03		$	0.16
Adjusted EPS	$	0.11		$	0.13

For Adjusted EPS purposes, the impact of RSUs on shares outstanding is based on the weighted average number of RSUs outstanding, including performance-based RSUs outstanding that the Company believes are probable of vesting.  For GAAP diluted EPS purposes, RSUs, including performance-based RSUs for which the performance criteria have been met, are included on a treasury method basis.

11

MATCH GROUP RECONCILIATION OF SEGMENT NON-GAAP MEASURE TO GAAP MEASURE

($ in millions; rounding differences may occur)

	For the three months ended March 31, 2016
	Adjusted EBITDA			Stock-based compensation expense			Depreciation			Amortization of intangibles			Acquisition-related contingent consideration fair value adjustments			Operating income (loss)
Dating	$	67.3		$	(17.4	)	$	(5.8	)	$	(6.7	)	$	(3.2	)	$	34.2
Non-dating	(2.7		)	(0.1		)	(0.7		)	(1.5		)	—			(5.0		)
Total	$	64.6		$	(17.5	)	$	(6.5	)	$	(8.3	)	$	(3.2	)	$	29.2

	For the three months ended March 31, 2015
	Adjusted EBITDA			Stock-based compensation expense			Depreciation			Amortization of intangibles			Acquisition-related contingent consideration fair value adjustments		Operating income (loss)
Dating	$	37.9		$	(6.0	)	$	(4.6	)	$	(2.2	)	$	11.0	$	36.1
Non-dating	(4.6		)	(0.3		)	(2.5		)	(1.7		)	—		(9.0		)
Total	$	33.3		$	(6.3	)	$	(7.0	)	$	(3.9	)	$	11.0	$	27.0

12

MATCH GROUP’S PRINCIPLES OF FINANCIAL REPORTING

Match Group reports Adjusted EBITDA, Adjusted Net Income, Adjusted EPS and Free Cash Flow, all of which are supplemental measures to GAAP.  These measures are among the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated.  We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results.  These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.  Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures.  We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures, which are included in this release.  Interim results are not necessarily indicative of the results that may be expected for a full year.

Definitions of Non-GAAP Measures

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.  We believe Adjusted EBITDA is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors.  Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments.  The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced.  Adjusted EBITDA has certain limitations in that it does not take into account the impact to our consolidated statement of operations of certain expenses.

Adjusted Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net earnings attributable to Match Group Inc. shareholders excluding, net of tax effects and noncontrolling interests, if applicable: (1) stock-based compensation expense, and (2) acquisition-related items consisting of (i) amortization of intangibles and impairments of goodwill and intangible assets and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.  We believe Adjusted Net Income is useful to investors because it represents Match Group’s consolidated results taking into account depreciation, which management believes is an ongoing cost of doing business, as well as other charges that are not allocated to the operating businesses such as interest expense, income taxes and noncontrolling interests, but excluding the effects of any other non-cash expenses.

Adjusted EPS is defined as Adjusted Net Income divided by fully diluted weighted average shares outstanding for Adjusted EPS purposes.  We include dilution from options in accordance with the treasury stock method and include all restricted stock units (“RSUs”) in shares outstanding for Adjusted EPS, with performance-based RSUs included based on the number of shares that the Company believes are probable of vesting.  This differs from the GAAP method for including RSUs, which are treated on a treasury method, and performance-based RSUs, which are included for GAAP purposes only to the extent the performance criteria have been met (assuming the end of the reporting period is the end of the contingency period).  Shares outstanding for Adjusted EPS purposes are therefore higher than shares outstanding for GAAP EPS purposes.  We believe Adjusted EPS is useful to investors because it represents, on a per share basis, Match Group’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges, which are not allocated to the operating businesses such as interest expense, income taxes and noncontrolling interests, but excluding the effects of any other non-cash expenses.  Adjusted Net Income and Adjusted EPS have the same limitations as Adjusted EBITDA.  Therefore, we think it is important to evaluate these measures along with our consolidated statement of operations.

13

Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures.  We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account cash movements that are non-operational.  Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures.  Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures

Stock-based compensation expense consists principally of expense associated with the grants of stock options, RSUs, and performance-based RSUs.  These expenses are not paid in cash.  We view the true cost of stock options, RSUs and performance-based RSUs as the dilution to our share base, and such awards are included in our shares outstanding for Adjusted EPS purposes as described above under the definition of Adjusted EPS.  Upon the exercise of certain stock options and vesting of RSUs and performance-based RSUs, the awards are settled, at the Company’s discretion, on a net basis, with the Company remitting the required tax-withholding amount from its current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses.  At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer lists, content, trade names, technology and franchise rights, are valued and amortized over their estimated lives.  Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization.  An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value.  We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

Gains and losses recognized on changes in the fair value of contingent consideration arrangements are accounting adjustments to report contingent consideration liabilities at fair value.  These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or ongoing costs of doing business.

Free Cash Flow

We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for valuation purposes.  In our view, applying “multiples” to Free Cash Flow is inappropriate because it is subject to timing, seasonality and one-time events.  We manage our business for cash and we think it is of utmost importance to maximize cash — but our primary valuation metrics are Adjusted EBITDA and Adjusted EPS.

14

OTHER INFORMATION

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release and our conference call, which will be held at 8:30 a.m. Eastern Time on May 4, 2016, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  The use of words such as “anticipates,” “estimates,” “expects,” “plans” and “believes,” among others, generally identify forward-looking statements.  These forward-looking statements include, among others, statements relating to: Match Group’s future financial performance, Match Group’s business prospects and strategy, anticipated trends and other similar matters.  These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.  Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: competition, our ability to maintain user rates on our higher monetizing dating products, our ability to attract users to our dating products through cost-effective marketing and related efforts, foreign currency exchange rate fluctuations, our ability to distribute our dating products through third parties and offset related fees, the integrity and scalability of our systems and infrastructure (and those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner, our ability to  protect our systems from cyberattacks and to protect personal and confidential user information, risks relating to certain of our international operations and acquisitions and certain risks relating to our relationship with IAC/InterActiveCorp, among other risks. Certain of these and other risks and uncertainties are discussed in Match Group’s filings with the Securities and Exchange Commission.  Other unknown or unpredictable factors that could also adversely affect Match Group’s business, financial condition and results of operations may arise from time to time.  In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate.  Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this press release.  Match Group does not undertake to update these forward-looking statements.

About Match Group

Match Group (NASDAQ: MTCH) is the world’s leading provider of dating products.  We operate a portfolio of over 45 brands, including Match, OkCupid, PlentyOfFish, Tinder, Meetic, Twoo, OurTime, BlackPeopleMeet and FriendScout24, each designed to increase our users’ likelihood of finding a romantic connection.  Through our portfolio of trusted brands, we provide tailored products to meet the varying preferences of our users.  We currently offer our dating products in 38 languages across more than 190 countries.  In addition to our dating business, we also operate The Princeton Review, which provides a variety of test preparation, academic tutoring and college counseling services.

Contact Us

Gary Swidler

Chief Financial Officer

Match Group

(212) 314-7210

Isabelle Weisman

Corporate Communications

IAC

(212) 314-7361

Match Group

8300 Douglas Ave., Dallas, TX  75225, (214) 576-9352 http://mtch.com

*    *    *

15

EX-99.2

Exhibit 99.2

Q1 2016 Investor Presentation

Safe Harbor Disclosure and Definitions 2 This presentation contains forward-looking statements. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These statements may include, among others, statements relating to: Match Group’s future financial performance, Match Group’s business prospects and strategy, anticipated trends and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: competition, our ability to maintain user rates on our higher monetizing dating products, our ability to attract users to our dating products through cost-effective marketing and related efforts, foreign currency exchange rate fluctuations, our ability to distribute our dating products through third parties and offset related fees, the integrity and scalability of our systems and infrastructure (and those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner, our ability to protect our systems from cyberattacks and to protect personal and confidential user information, risks relating to certain of our international operations and acquisitions and certain risks relating to our relationship with IAC/InterActiveCorp, among other risks. Certain of these and other risks and uncertainties are discussed in Match Group’s filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this presentation. Match Group does not undertake to update these forward-looking statements. This presentation includes certain non-GAAP financial measures in addition to financials presented in accordance with U.S. GAAP. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. See the Appendix for a reconciliation of the non-GAAP financial measures to their most comparable GAAP measure. This presentation contains statistical data that we obtained from third party publications, surveys and reports. Although we have not independently verified the accuracy or completeness of the data contained in these industry publications, surveys and reports, we believe the publications, surveys and reports are generally reliable, although such information is inherently subject to uncertainties and imprecise. "MAU" or "monthly active users,’’ means users who logged in through our mobile or web applications in the last 28 days as of the date of measurement (reported MAU is the sum total of MAUs of each of our individual brands, and users active on multiple brands are counted in the MAU of each brand). “Average PMC” is calculated by summing the number of paid members, or paid member count (‘‘PMC’’), at the end of each day in the relevant measurement period and dividing it by the number of calendar days in that period. Unless otherwise noted, PMC refers to Average PMC in this presentation. ‘‘ARPPU’’ or Average Revenue per Paying User, is Direct Revenue in the relevant measurement period divided by the Average PMC in such period divided by the number of calendar days in such period. Direct Revenue is revenue that is directly received from an end user of our products. "North America" or "NA" as used in this presentation refers to the United States and Canada.

Q1 2016 Results 3 Dating +78% Adjusted EBITDA ($M) 94% Growth Adjusted EBITDA Margin +9 pts. Dating at 26%; +8pts. Revenue ($M) 21% Growth Dating +24% 14% 23% Q1'15 Q1'16 $33.3 $64.6 Q1'15 Q1'16 $210.1 $260.4 $24.9 $24.9 $235.1 $285.3 Q1'15 Q1'16 Dating Non-Dating

Q1 2016 Results Pro Forma for PlentyOfFish Acquisition1 4 Dating +42% Adjusted EBITDA ($M) 51% Growth Adjusted EBITDA Margin +6 pts. Dating at 27%; +5pts. Revenue ($M) 14% Growth Dating +16% Derived from the historical unaudited financials for Match Group and PlentyOfFish 18% 24% Q1'15 Q1'16 $45.3 $68.3 Q1'15 Q1'16 $228.6 $264.1 $24.9 $24.9 $253.5 $289.0 Q1'15 Q1'16 Dating Non-Dating

Average PMC Trends 5 “Non-strategic brands” is comprised of the totals for Chemistry, Date Hookup, HowAboutWe, and Speed Date Strong PMC growth at Tinder and POF Match US slightly better, and Match Affinity and OkCupid slightly weaker, than expected Non-strategic brands1 declined by 38k Average PMC year-over-year due to run-off 1 2 3 North America Strong PMC growth at Tinder Highest Q1 net adds at Meetic since 2011 acquisition Contributions from acquisitions of POF and Pairs (Japan) 1 2 3 International 26% Growth As Reported 13% Growth Pro Forma for POF 58% Growth As Reported 46% Growth Pro Forma for POF in thousands in thousands

Continued Global Growth and Monetization Success at Tinder 6 Solid MAU growth in both N.A. and International Passed 1M PMC in Q1 -- on pace to double PMC in 2016 Continued strength in user engagement Successfully rolled out first “a la carte” paid feature Robust product pipeline Expanded leadership with new Heads of Engineering, Marketing, International, and Advertising Tinder Ending PMC (000s) Countries where Tinder has #1 App Store ranking1 Source: AppAnnie; based on Apple App Store daily ranks in ‘Lifestyle’ category for last date in each quarter 5 27 32 74 Top Downloads Top Grossing Q1 '15 Q1 '16 304 449 583 804 1,023 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16

Multi-year Mobile Impact on Formerly “Desktop” Brands (N.A.) 7 “Brand Registrations” are registrations not attributable to any specific marketing channel Includes Match US, Match Affinity, OkC and POF. “Mobile” includes Mobile Web, Android app, and iPhone app Based on Q1 ’16 30-day conversion of brand registrations; benchmarked against each property’s desktop conversion rate 2013-2015 experienced accelerated shift to mobile Lower conversion of mobile platforms created monetization headwinds through the shift Mobile shift slowing and mobile conversion improvements starting Brand Regs1 By Platform2 Mobile3 Conversion as % of Desktop2,4 53% 27% 8% 37% 56% 71% 77% 63% 44% 29% 23% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Q1'13 Q1'14 Q1'15 Q1'16 Mobile Desktop 63% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% NA Brands

Meetic Turnaround Case Study 8 being replicated at N. America business Faced execution challenges in 2015 including senior management turnover and distraction of platform rebuild Management solidified, technology project largely behind us NA Y-o-Y Net Adds turned corner in Q3 2015 (similar to Meetic in Q3 2014) Expect similar Y-o-Y Net Adds and PMC trends for NA businesses going forward as we saw at Meetic Excludes FS24 Net Adds equals period Ending PMC less period Beginning PMC Execution driven turnaround at Meetic Solid execution at Meetic drove turnaround in Y-o-Y Net Adds trend Y-o-Y Average PMC trend lags Y-o-Y Net Adds trend by several quarters Conversion and marketing improvements for Meetic across the board, despite competition analogous to US market Meetic1 2 (60) (40) (20) 0 20 40 60 (15%) (10%) (5%) 0% 5% 10% 15% 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 Y - o - Y Net Adds Growth (000s) Y - o - Y Avg PMC % Growth Y-o-Y AVG PMC Y-o-Y NET ADDS

% of Regs Under 35 % of PMC Under 35 FY 2013 Q1’16 FY 2013 Q1’16 Match 45% 45% 41% 38% Match Affinity 18% 22% 8% 9% OKCupid* 79% 75% 69% 60% POF (Pro Forma) 62% 62% 43% 42% Total 55% 51% 36% 35% Key Metric Trends by Age Segments 9 Includes North America results for Match, Match Affinity, OkCupid, Tinder, and POF (pro forma) businesses Includes North America only for Match and Match Affinity, and global results for OkCupid and POF PMC Under 35 PMC 35+ 11% CAGR 22% CAGR Share of Registrations and Ending PMC Under-35, by Brand2 North America1 Revenue and PMC Trend, by Age Segments *During this period, OkC saw absolute increases in regs and PMC under 35 of 59% and 250%, respectively Ending PMC Revenue Launch of Tinder Plus - 20 40 60 80 100 120 - 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 Revenue ($M) PMC (000s) - 20 40 60 80 100 120 - 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 Revenue ($M) PMC (000s)

Regional ARPPU Trends Brand ARPPU Trends ARPPU 55% Acquisition Cost Per Paid Member 26% Lifetime Contribution Per Paid Member 89% ARPPU and Contribution Dynamics 10 Match NA, Match Affinity, and Meetic (Meetic figures presented on a constant currency basis) Tinder, PlentyOfFish (Pro Forma), and OkCupid Soft Paywall Brands as % of Hard Paywall Brands Hard Paywall Brands1 Soft Paywall Brands2 $0.60 $0.60 $0.60 $0.56 $0.50 $0.54 North America International Total Q1'15 Q1'16 40% 50% 60% 70% 80% 90% 100% 110% Q1'15 Q2'15 Q3'15 Q4'15 Q1'16 Hard Paywall Soft Paywall

Q1 Revenue impacted by 42% decline in SAT revenue, driven by continuing effect of new test format (revenue increased 11% ex-SAT) EBITDA improvement driven by shift to higher margin services and G&A reduction Long-Term Strategy Transform cost structure as test prep business migrates online, allowing for significant reductions in overhead and COGS Online test prep revenue up 43% Y-o-Y despite SAT declines Drive marketing efficiency by providing multiple related offerings to single customer In Q1, Cross-Sell Ratio1 was 15% (up from 0 in Q3 and 10% in Q4) Target mid-term EBITDA margin of 30-35% Princeton Review 11 EBITDA ($M) REVENUE ($M) Cross-Sell Ratio in a given period is defined as the number of purchases of academic tutoring and college admissions services in the period by test prep customers divided by the total number of test prep purchases in the period

Outlook 12 Forecast Updates Slower Indirect Revenue ramp, primarily at Tinder, as new ad leadership resets schedule for roll out of new formats, tech, targeting and analytics Higher headcount investment at Tinder Stronger Direct Revenue performance driven by Tinder a la carte and Match US performance Indefinite postponement of Match Affinity tech migration Q2 2016 4-5% sequential revenue growth in Dating Low to mid 30s% EBITDA margin in Dating Non Dating expected to have flattish sequential revenue growth and slight EBITDA loss Full Year 2016 Overall Adjusted EBITDA of $410-425 million Total Dating Revenue of $1.10-1.14 billion Single digit Non Dating revenue growth Non Dating modestly profitable for full year Other Capex slightly higher at 3-4% of revenue due to a data center move Cost related to the consolidation and streamlining of technology systems is expected to be approximately $2 million for Q2 and less than $1 million thereafter for the rest of the 2016 Acquisition-Related Deferred Revenue Write-downs are expected to be approximately $2 million for the rest of 2016, with the majority of the remaining impact coming in Q2 Stock-based compensation expense expected to be $50-55 million for 2016 and D&A expected to be $60-65 million

13 Appendix

14 Q1 2016 Operating Income to Adjusted EBITDA Walk $29.2M $64.6M $3.2M $8.3M $6.5M $17.5M $0.0M $10.0M $20.0M $30.0M $40.0M $50.0M $60.0M $70.0M GAAP Measure - Operating Income Acquisition-related fair value adjustment Amortization of intangibles Depreciation Stock-based compensation Adjusted EBITDA $M Operating income (loss) Acquisition- related fair value adjustments Amortization of intangibles Depreciation Stock-based compensation expense Adjusted EBITDA Dating 34.2 $ 3.2 $ 6.7 $ 5.8 $ 17.4 $ 67.3 $ Non-Dating (5.0) - 1.5 0.7 0.1 (2.7) Total 29.2 $ 3.2 $ 8.3 $ 6.5 $ 17.5 $ 64.6 $