10-Q

As filed with the Securities and Exchange Commission on November 7, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2016
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________

Commission File No. 001-37636

Match Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware  (State or other jurisdiction of incorporation or organization)	26-4278917 (I.R.S. Employer Identification No.)
8750 North Central Expressway, Suite 1400, Dallas, Texas 75231  (Address of registrant's principal executive offices)
(214) 576-9352 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

As of October 28, 2016, the following shares of the registrant's common stock were outstanding:

Common Stock	44,660,423
Class B Common Stock	209,919,402
Class C Common Stock	—
Total outstanding Common Stock	254,579,825

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of October 28, 2016 was $800,996,886. For the purpose of the foregoing calculation only, shares held by IAC/InterActiveCorp and all directors and executive officers of the registrant are assumed to be affiliates of the registrant.

TABLE OF CONTENTS

		Page Number
PART I
Item 1.	Consolidated and Combined Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	43
PART II
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 6.	Exhibits	46
	Signatures	47

2

PART I

FINANCIAL INFORMATION

Item 1.    Consolidated and Combined Financial Statements

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)

	September 30, 2016			December 31, 2015
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	231,154		$	88,173
Marketable securities	—			11,622
Accounts receivable, net of allowance of $885 and $1,739, respectively	67,575			65,851
Other current assets	67,786			39,049
Total current assets	366,515			204,695
Property and equipment, net of accumulated depreciation and amortization of $83,315 and $70,644, respectively	67,280			48,067
Goodwill	1,311,626			1,292,775
Intangible assets, net of accumulated amortization of $42,110 and $23,232, respectively	261,524			276,408
Long-term investments	55,355			55,569
Other non-current assets	29,576			31,878
TOTAL ASSETS	$	2,091,876		$	1,909,392
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Current maturities of long-term debt	$	—		$	40,000
Accounts payable	20,224			25,767
Deferred revenue	196,678			169,321
Accrued expenses and other current liabilities	145,621			118,556
Total current liabilities	362,523			353,644
Long-term debt, net of current maturities	1,215,546			1,176,871
Income taxes payable	8,720			9,670
Deferred income taxes	35,438			34,947
Other long-term liabilities	18,014			49,542
Redeemable noncontrolling interests	5,588			5,907
Commitments and contingencies
SHAREHOLDERS' EQUITY
Common stock; $0.001 par value; authorized 1,500,000,000 shares; 44,644,294 and 38,343,333 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	45			38
Class B convertible common stock; $0.001 par value; authorized 1,500,000,000 shares; 209,919,402 shares issued and outstanding	210			210
Class C common stock; $0.001 par value; authorized 1,500,000,000 shares; no shares issued and outstanding	—			—
Preferred stock; $0.001 par value; authorized 500,000,000 shares; no shares issued and outstanding	—			—
Additional paid-in capital	470,343			404,771
Retained earnings	108,252			10,612
Accumulated other comprehensive loss	(132,803		)	(136,820		)
Total Match Group, Inc. shareholders' equity	446,047			278,811
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,091,876		$	1,909,392

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

3

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands, except per share data)
Revenue	$	316,447		$	268,971		$	902,849		$	752,857
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	61,161			47,636			171,385			131,118
Selling and marketing expense	92,370			89,698			294,061			289,844
General and administrative expense	39,685			45,981			138,261			121,303
Product development expense	18,539			16,811			62,346			50,740
Depreciation	8,032			6,137			22,609			19,804
Amortization of intangibles	4,906			4,352			19,577			14,130
Total operating costs and expenses	224,693			210,615			708,239			626,939
Operating income	91,754			58,356			194,610			125,918
Interest expense—third party	(20,751		)	—			(61,828		)	—
Interest expense—related party	—			(2,318		)	—			(6,879		)
Other income, net	6,045			1,535			4,410			8,341
Earnings before income taxes	77,048			57,573			137,192			127,380
Income tax provision	(20,344		)	(22,136		)	(39,168		)	(42,632		)
Net earnings	56,704			35,437			98,024			84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(294		)	(178		)	(384		)	42
Net earnings attributable to Match Group, Inc. shareholders	$	56,410		$	35,259		$	97,640		$	84,790
Net earnings per share attributable to Match Group, Inc. shareholders:
Basic	$	0.22		$	0.21		$	0.39		$	0.52
Diluted	$	0.21		$	0.20		$	0.36		$	0.49
Stock-based compensation expense by function:
Cost of revenue	$	378		$	133		$	1,093		$	342
Selling and marketing expense	873			1,522			2,585			4,883
General and administrative expense	7,719			10,096			26,570			22,076
Product development expense	2,175			1,306			11,093			3,681
Total stock-based compensation expense	$	11,145		$	13,057		$	41,341		$	30,982

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

4

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(In thousands)
Net earnings	$	56,704		$	35,437		$	98,024		$	84,748
Other comprehensive income (loss):
Change in foreign currency translation adjustment(a)	1,086			(11,318		)	7,045			(53,521		)
Change in fair value of available-for-sale securities(b)	—			(1,802		)	(2,964		)	2,176
Total other comprehensive income (loss)	1,086			(13,120		)	4,081			(51,345		)
Comprehensive income	57,790			22,317			102,105			33,403
Comprehensive (income) loss attributable to redeemable noncontrolling interests	(359		)	(186		)	(448		)	235
Comprehensive income attributable to Match Group, Inc. shareholders	$	57,431		$	22,131		$	101,657		$	33,638

________________________

^(a) The three and nine months ended September 30, 2015 include amounts reclassified out of other comprehensive income into earnings. See Note 7 - Accumulated Other Comprehensive Loss for additional information.

^(b) The nine months ended September 30, 2016 includes unrealized gains reclassified out of other comprehensive income into earnings. See Note 4 - Marketable Securities and Note 7 - Accumulated Other Comprehensive Loss for additional information.

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

5

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Nine Months Ended September 30, 2016

(Unaudited)

				Common Stock  $0.001   Par Value			Class B Convertible Common Stock $0.001 Par Value
	Redeemable Noncontrolling Interests			$		Shares	$		Shares	Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive (Loss) Income			Total Shareholders' Equity
				(In thousands)
Balance as of December 31, 2015	$	5,907		$	38	38,343	$	210	209,919	$	404,771		$	10,612	$	(136,820	)	$	278,811
Net earnings	384			—		—	—		—	—			97,640		—			97,640
Other comprehensive income, net of tax	64			—		—	—		—	—			—		4,017			4,017
Stock-based compensation expense	—			—		—	—		—	35,281			—		—			35,281
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—			6		5,363	—		—	804			—		—			810
Issuance of common stock to IAC pursuant to the employee matters agreement	—			1		938	—		—	(1		)	—		—			—
Income tax benefit related to stock-based awards	—			—		—	—		—	25,827			—		—			25,827
Purchase of redeemable noncontrolling interests	(1,129		)	—		—	—		—	—			—		—			—
Adjustment of redeemable noncontrolling interests to fair value	361			—		—	—		—	(361		)	—		—			(361		)
Other	1			—		—	—		—	4,022			—		—			4,022
Balance as of September 30, 2016	$	5,588		$	45	44,644	$	210	209,919	$	470,343		$	108,252	$	(132,803	)	$	446,047

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

6

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2016			2015
	(In thousands)
Cash flows from operating activities:
Net earnings	$	98,024		$	84,748
Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense	41,341			30,982
Depreciation	22,609			19,804
Amortization of intangibles	19,577			14,130
Excess tax benefits from stock-based awards	(25,929		)	(31,285		)
Deferred income taxes	(1,463		)	(8,646		)
Acquisition-related contingent consideration fair value adjustments	(2,723		)	(11,479		)
Other adjustments, net	(1,762		)	(11,274		)
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable	282			(25,116		)
Other assets	(10,079		)	(7,447		)
Accounts payable and accrued expenses and other current liabilities	2			20,834
Income taxes payable	2,884			26,993
Deferred revenue	26,139			23,997
Net cash provided by operating activities	168,902			126,241
Cash flows from investing activities:
Acquisitions, net of cash acquired	(2,303		)	(40,712		)
Capital expenditures	(39,106		)	(19,916		)
Proceeds from the sale of a marketable security	11,716			—
Purchase of investment	(500		)	—
Other, net	5,100			(8,402		)
Net cash used in investing activities	(25,093		)	(69,030		)
Cash flows from financing activities:
Proceeds from bond offering	400,000			—
Principal payments on long-term debt	(410,000		)	—
Debt issuance costs	(5,048		)	—
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	467			—
Excess tax benefits from stock-based awards	25,929			31,285
Transfers from IAC in periods prior to the IPO	—			75,945
Purchase of redeemable noncontrolling interests	(1,129		)	(557		)
Acquisition-related contingent consideration payments	—			(5,510		)
Other, net	(12,181		)	—
Net cash (used in) provided by financing activities	(1,962		)	101,163
Effect of exchange rate changes on cash and cash equivalents	1,134			(3,461		)
Net increase in cash and cash equivalents	142,981			154,913
Cash and cash equivalents at beginning of period	88,173			127,630
Cash and cash equivalents at end of period	$	231,154		$	282,543

The accompanying Notes to Consolidated and Combined Financial Statements are an integral part of these statements.

7

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Match Group, Inc. 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 LoveScout24 (formerly known as 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. Match Group has two operating segments: Dating and Non-dating.

Through the brands within our Dating business, we are a leading provider of membership-based and ad-supported dating products servicing North America, Western Europe and many other countries around the world. We provide these services through websites and applications that we own and operate. The Non-dating business consists of The Princeton Review, which provides a variety of educational test preparation, academic tutoring and college counseling services.

On November 24, 2015, the Company completed its initial public offering ("IPO") of 38.3 million shares of its common stock at a price of $12.00 per share for net proceeds of $428.3 million. At September 30, 2016, IAC/InterActiveCorp's ("IAC") ownership interest and voting interest in Match Group were 82.8% and 98.0%, respectively.

All references to "Match Group," the "Company," "we," "our," or "us" in this report are to Match Group, Inc.

Basis of Presentation and Consolidation

The Company prepares its consolidated and combined financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's financial statements were prepared on a consolidated basis beginning October 1, 2015 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization of the entities included in Match Group at the time of the IPO were not completed until October 1, 2015. The preparation of financial statements on a combined basis for periods prior thereto allows for the financial statements to be presented on a consistent basis for all periods presented. The combined financial statements reflect the results of operations and cash flows of Match Group's businesses since their respective dates of acquisition by IAC. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest.

The combined financial statements reflect the allocation to Match Group of certain IAC corporate expenses relating to Match Group based on the historical financial statements and accounting records of IAC through the date of the IPO. Management believes the assumptions underlying the historical combined financial statements, including the basis on which expenses have been allocated, are reasonable and that the consolidated and combined financial statements reflect all adjustments, consisting of normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated and combined financial statements should be read in conjunction with the consolidated and combined statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

For the purposes of these financial statements, income taxes have been computed for Match Group on an as if stand-alone, separate tax return basis.

All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

8

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair value of long-term investments; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the fair value of acquisition-related contingent consideration arrangements; the liabilities for uncertain tax positions; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU 2016-15 are effective for reporting periods beginning after December 15, 2017, including interim periods, and will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable; early adoption is permitted. The Company does not expect the adoption of this standard update to have a material impact on its consolidated financial statements; and is currently evaluating the method and timing of adoption.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payments Accounting (Topic 718). The update is intended to simplify existing guidance on various aspects of the accounting and presentation of employee share-based payments in financial statements, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted.

The primary effects of the adoption of ASU 2016-09 on the Company’s results of operations, cash flows and earnings per share will be due to the change in the treatment of the excess tax benefit (deficiency) related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units. The table below illustrates this effect.

Excess tax benefit (deficiency) of equity awards to employees upon exercise of stock options and the vesting of restricted stock units:	Accounting under current GAAP:	Accounting following adoption of ASU 2016-09:
Statement of operations	Treated as an increase (or decrease) to additional paid-in capital when realized (i.e., reduction of income taxes payable)	Included in the determination of the income tax provision or benefit upon option exercise or share vesting
Statement of cash flows	Treated as a financing cash flow	Treated as an operating cash flow
Calculation of fully diluted shares for the determination of earnings per share	Included as a component of the assumed proceeds in applying the treasury stock method	Excluded from the assumed proceeds in applying the treasury stock method

The expected effect of the adoption of ASU 2016-09 for the Company will be to increase reported net earnings (or reduce reported net loss) and increase operating cash flow and basic earnings per share (or reduce reported net loss per share). The number of shares used in the calculation of fully diluted earnings per share will also increase due to the reduction in assumed proceeds under the treasury stock method. The actual effect on fully diluted earnings per share could be an increase or a decrease in any period, which will depend upon the increase in reported earnings and the increase in the number of shares included in the fully diluted earnings per share calculation.

The Company will adopt the change in treatment of excess tax benefit (deficiency) as of January 1, 2017 using the modified retrospective approach with the cumulative effect recognized as of the date of initial adoption and will apply the provisions of ASU 2016-09 related to the presentation on the statement of cash flows using the prospective approach.

9

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016.

	Reported results under current GAAP			Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016
	(In thousands, except per share data)
Net earnings	$	98,024		$	124,026
Net earnings attributable to noncontrolling interests	384			384
Net earnings attributable to Match Group, Inc. shareholders	97,640			123,642
Cash flows provided by operating activities	168,902			194,831
Cash flows used in financing activities	(1,962		)	(27,891		)
Basic earnings per share	$	0.39		$	0.49
Fully diluted earnings per share	$	0.36		$	0.45

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and in August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Together, this guidance requires that deferred debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, while debt issuance costs related to line-of-credit arrangements may still continue to be classified as assets. The Company adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 and applied the provisions retrospectively, resulting in $16.6 million of deferred debt issuance costs being reclassified from other non-current assets to long-term debt, net of current maturities, in the accompanying December 31, 2015 consolidated balance sheet.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU 2014-09 may either be applied retrospectively to each prior period presented or using the modified retrospective approach with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. The Company will adopt this standard using the modified retrospective approach effective January 1, 2018.

NOTE 2—INCOME TAXES

Match Group is a member of IAC's consolidated federal and state income tax returns. In all periods presented, current income tax provision and deferred income tax benefit have been computed for Match Group on an as if stand-alone, separate return basis. Match Group's payments to IAC for its share of IAC's consolidated federal and state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated and combined statement of cash flows.

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant,

10

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of beginning-of-the-year deferred tax assets in future years or the liabilities for uncertain tax positions is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.

For the three months ended September 30, 2016, the Company recorded an income tax provision of $20.3 million which represents an effective income tax rate of 26%. The effective tax rate for the three months ended September 30, 2016 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and the non-taxable gain on contingent consideration fair value adjustments. For the nine months ended September 30, 2016, the Company recorded an income tax provision of $39.2 million which represents an effective income tax rate of 29%. The effective tax rate for the nine months ended September 30, 2016 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates. For the three months ended September 30, 2015, the Company recorded an income tax provision of $22.1 million, which represents an effective income tax rate of 38%. The effective tax rate for the three months ended September 30, 2015 is higher than the statutory rate of 35% due primarily to state taxes. For the nine months ended September 30, 2015, the Company recorded an income tax provision of $42.6 million, which represents an effective income tax rate of 33%. The effective rate for the nine months ended September 30, 2015 is lower than the statutory rate of 35% due principally to the non-taxable gain on contingent consideration fair value adjustments, partially offset by state taxes.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At September 30, 2016 and December 31, 2015, the Company had accrued $1.4 million and $1.3 million, respectively, for the payment of interest. At September 30, 2016 and December 31, 2015, the Company has accrued $1.7 million and $1.8 million, respectively, for penalties.

Match Group 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 tax returns and consolidated tax returns with IAC. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service is currently auditing IAC's federal income tax returns for the years ended December 31, 2010 through 2012, which includes the operations of Match Group. The statute of limitations for the years 2010 through 2012 has been extended to March 31, 2017. Various other jurisdictions are open to examination for tax years beginning with 2009. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon the resolution of audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known.

At September 30, 2016 and December 31, 2015, unrecognized tax benefits, including interest, were $24.7 million and $26.2 million, respectively. At September 30, 2016 and December 31, 2015, approximately $15.7 million and $16.4 million, respectively, were included in unrecognized tax benefits for tax positions included in IAC's consolidated tax return filings. If unrecognized tax benefits at September 30, 2016 are subsequently recognized, $24.3 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2015 was $25.8 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $6.8 million within twelve months of September 30, 2016, primarily due to expirations of statutes of limitations.

NOTE 3—BUSINESS COMBINATION

On October 28, 2015, the Company completed the purchase of all the outstanding shares of Plentyoffish Media Inc. ("PlentyOfFish"), a leading provider of subscription-based and ad-supported online personals servicing North America, Europe,

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(Unaudited)

Latin America and Australia. Services are provided through websites and mobile applications that PlentyOfFish owns and operates. The purchase price was $574.1 million in cash and is net of a $0.9 million working capital adjustment paid to the Company in the second quarter of 2016. The financial results of PlentyOfFish are included in Match Group's consolidated financial statements, within the Dating segment, beginning October 28, 2015.

The unaudited pro forma financial information in the table below presents the combined results of Match Group and PlentyOfFish as if the acquisition of PlentyOfFish had occurred on January 1, 2015. The pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisition actually occurred on January 1, 2015. For the three and nine months ended September 30, 2015, pro forma adjustments reflected below include decreases to revenue of $0.6 million and $9.0 million, respectively, related to the write-off of deferred revenue at the date of acquisition and increases of $3.7 million and $12.7 million, respectively in amortization of intangible assets.

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	(In thousands, except  per share data)
Revenue	$	290,730	$	806,127
Net earnings attributable to Match Group, Inc. shareholders	$	40,451	$	94,219
Basic earnings per share attributable to Match Group, Inc. shareholders	$	0.19	$	0.46
Diluted earnings per share attributable to Match Group, Inc. shareholders	$	0.19	$	0.44

NOTE 4—MARKETABLE SECURITIES

At December 31, 2015, marketable securities consisted of an equity security that had a cost basis of $8.7 million, with gross unrealized gains of $3.0 million which was included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. This marketable security was sold in its entirety in the second quarter of 2016. Proceeds and gross realized gains from the sale of available-for-sale marketable securities were $11.7 million and $3.1 million, respectively, for the nine months ended September 30, 2016.

NOTE 5—FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

• Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.

• Level 2: Other inputs, which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data.

• Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	September 30, 2016
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	51,812	$	—	$	—		$	51,812
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(29,935	)	$	(29,935	)

	December 31, 2015
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	3,649	$	—	$	—		$	3,649
Marketable securities:
Equity security	11,622		—		—			11,622
Total	$	15,271	$	—	$	—		$	15,271
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(28,993	)	$	(28,993	)

The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30,
	2016			2015
	Contingent Consideration Arrangements
	(In thousands)
Balance at July 1	$	(34,732	)	$	(27,240	)
Total net gains (losses):
Fair value adjustments	5,129			(755		)
Included in other comprehensive loss	(332		)	(578		)
Balance at September 30	$	(29,935	)	$	(28,573	)

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Nine Months Ended September 30,
	2016			2015
	Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	(28,993	)	$	(20,615	)
Total net gains (losses):
Fair value adjustments	2,723			11,479
Foreign currency exchange gains	—			626
Included in other comprehensive (loss) income	(5,613		)	1,539
Fair value at date of acquisition	1,948			(27,112		)
Settlements	—			5,510
Balance at September 30	$	(29,935	)	$	(28,573	)

Contingent consideration arrangements

As of September 30, 2016, there are five contingent consideration arrangements related to business acquisitions. The maximum contingent payments related to these arrangements is $97.6 million. The Company expects to make payments on two of the five contingent consideration arrangements and the aggregate fair value of these two arrangements at September 30, 2016 is $29.9 million.

The contingent consideration arrangements are based upon earnings performance and/or operating metrics such as monthly active users. The Company determines the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, if the arrangement is long-term in nature, applying a discount rate, that appropriately captures the risks associated with the obligation to determine the net amount reflected in the financial statements. The number of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements. At September 30, 2016 and December 31, 2015, the fair values of the contingent consideration arrangements outstanding, two in 2016 and one in 2015, reflect a 12% discount rate.

The fair values of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in “General and administrative expense” in the accompanying consolidated and combined statement of operations. The contingent consideration arrangement liability at September 30, 2016 and December 31, 2015 includes a current portion of $29.7 million and $0, respectively, and non-current portion of $0.2 million and $29.0 million, respectively, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.

Assets measured at fair value on a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Cost method investments

At September 30, 2016 and December 31, 2015, the carrying values of the Company's investments accounted for under the cost method totaled $55.4 million and $55.6 million, respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not

14

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so.

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes.

	September 30, 2016						December 31, 2015
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Current maturities of long-term debt	$	—		$	—		$	(40,000	)	$	(39,850	)
Long-term debt, net of current maturities	(1,215,546		)	(1,305,437		)	(1,176,871		)	(1,204,548		)

The fair value of long-term debt including current maturities is estimated using market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity, which are Level 3 inputs.

NOTE 6—LONG-TERM DEBT

Long-term debt consists of:

	September 30, 2016		December 31, 2015
	(In thousands)
6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016	$	400,000	$	—
6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016	445,172		445,172
Term Loan due November 16, 2022 (a)	390,000		800,000
Total long-term debt	1,235,172		1,245,172
Less: Current maturities of long-term debt	—		40,000
Less: Unamortized original issue discount and original issue premium, net	5,100		11,691
Less: Unamortized debt issuance costs	14,526		16,610
Total long-term debt, net of current maturities	$	1,215,546	$	1,176,871

________________________

^(a) The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes.

Senior Notes:

The 2016 Senior Notes were issued on June 1, 2016. The proceeds of $400 million were used to repay a portion of indebtedness outstanding under the Term Loan. At any time prior to June 1, 2019, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Year	Percentage
2019	104.781	%
2020	103.188	%
2021	101.594	%
2022 and thereafter	100.000	%

The 2015 Senior Notes were issued on November 16, 2015, in exchange for a portion of IAC's 4.75% Senior Notes due December 15, 2022 (the "IAC 2012 Senior Notes") (the "Match Exchange Offer"). Promptly following the Match Exchange Offer, the Company and its subsidiaries were designated as unrestricted subsidiaries of IAC for purposes of the indentures governing the IAC 4.875% Senior Notes due November 30, 2018, the IAC 2012 Senior Notes and the IAC Credit Facility.Following this designation, neither Match Group nor any of its subsidiaries guarantee any debt of IAC, or are subject to any of the covenants related to such debt.

The indentures governing the 2016 and 2015 Senior Notes contain covenants that would limit the Company's ability to pay dividends or to make distributions and repurchase or redeem Match Group stock in the event a default has occurred or Match Group's leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0. At September 30, 2016, there were no limitations pursuant thereto. There are additional covenants that limit the ability of the Company and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event the Company is not in compliance with the financial ratio set forth in the indenture, and (ii) incur liens, enter into agreements restricting the ability of the Company's subsidiaries to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets.

Term Loan and Credit Facility:

On November 16, 2015, under a credit agreement (the "Credit Agreement"), the Company borrowed $800 million in the form of a term loan (the "Term Loan"). On March 31, 2016, the Company made a $10 million principal payment on the Term Loan. In addition, on June 1, 2016, the $400 million in proceeds from the 2016 Senior Notes were used to repay a portion of the Term Loan. The remaining principal balance at September 30, 2016 of $390 million is due at maturity. The Term Loan provides for additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the Credit Agreement. The Term Loan bears interest, at our option, at a base rate or LIBOR, plus 3.50% or 4.50%, respectively, and in the case of LIBOR, a floor of 1.00%. Interest payments are due at least semi-annually through the term of the loan.

The Company has a $500 million revolving credit facility (the "Credit Facility") that expires on October 7, 2020. At September 30, 2016 and December 31, 2015, there were no outstanding borrowings under the Credit Facility. The annual commitment fee on undrawn funds based on the current leverage ratio is 30 basis points. Borrowings under the Credit Facility bear interest, at the Company's option, at a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on the Company's consolidated net leverage ratio. The terms of the Credit Facility require the Company to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0.

There are additional covenants under the Credit Facility and the Term Loan that limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. While the Term Loan remains outstanding, these same covenants under the Credit Agreement are more restrictive than the covenants that are applicable to the Credit Facility. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain Match Group wholly-owned domestic subsidiaries, and are also secured by the stock of certain Match Group domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the 2016 and 2015 Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 7—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings:

	Three Months Ended September 30, 2016
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security		Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at July 1	$	(133,824	)	$	—	$	(133,824	)
Other comprehensive income	1,021			—		1,021
Net current period other comprehensive income	1,021			—		1,021
Balance at September 30	$	(132,803	)	$	—	$	(132,803	)

	Three Months Ended September 30, 2015
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at July 1	$	(118,802	)	$	2,730		$	(116,072	)
Other comprehensive loss before reclassifications	(9,135		)	(1,802		)	(10,937		)
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business	(2,191		)	—			(2,191		)
Net period other comprehensive loss	(11,326		)	(1,802		)	(13,128		)
Balance at September 30	$	(130,128	)	$	928		$	(129,200	)

	Nine Months Ended September 30, 2016
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at January 1	$	(139,784	)	$	2,964		$	(136,820	)
Other comprehensive income before reclassifications	6,981			94			7,075
Gain on sale of available-for-sale security reclassified into earnings	—			(3,058		)	(3,058		)
Net current period other comprehensive income (loss)	6,981			(2,964		)	4,017
Balance at September 30	$	(132,803	)	$	—		$	(132,803	)

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Nine Months Ended September 30, 2015
	Foreign Currency Translation Adjustment			Unrealized (Loss) Gain On Available-For-Sale Security			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at January 1	$	(76,800	)	$	(1,248	)	$	(78,048	)
Other comprehensive (loss) income before reclassifications	(51,137		)	2,176			(48,961		)
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business	(2,191		)	—			(2,191		)
Net period other comprehensive (loss) income	(53,328		)	2,176			(51,152		)
Balance at September 30	$	(130,128	)	$	928		$	(129,200	)

At both September 30, 2016 and 2015, there was no tax benefit or provision on the accumulated other comprehensive loss.

NOTE 8—EARNINGS PER SHARE

The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:

	Three Months Ended September 30,
	2016						2015
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator
Net earnings	$	56,704		$	56,704		$	35,437		$	35,437
Net earnings attributable to redeemable noncontrolling interests	(294		)	(294		)	(178		)	(178		)
Net earnings attributable to Match Group, Inc. shareholders	$	56,410		$	56,410		$	35,259		$	35,259
Denominator
Basic weighted average common shares outstanding	253,176			253,176			168,313			168,313
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b)	—			16,848			—			8,046
Dilutive weighted average common shares outstanding	253,176			270,024			168,313			176,359
Earnings per share attributable to Match Group, Inc. shareholders:
Earnings per share	$	0.22		$	0.21		$	0.21		$	0.20

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Nine Months Ended September 30,
	2016						2015
	Basic			Diluted			Basic		Diluted
	(In thousands, except per share data)
Numerator
Net earnings	$	98,024		$	98,024		$	84,748	$	84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(384		)	(384		)	42		42
Net earnings attributable to Match Group, Inc. shareholders	$	97,640		$	97,640		$	84,790	$	84,790
Denominator
Basic weighted average common shares outstanding	250,316			250,316			163,733		163,733
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b)	—			18,394			—		8,449
Dilutive weighted average common shares outstanding	250,316			268,710			163,733		172,182
Earnings per share attributable to Match Group, Inc. shareholders:
Earnings per share	$	0.39		$	0.36		$	0.52	$	0.49

________________________

^(a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity and stock options or vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2016, 0.4 million and 11.2 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015, all potentially dilutive securities were included in the calculation of diluted earnings per share because they were dilutive.

^(b) Market-based awards and performance-based stock options ("PSOs") and units (“PSUs”) are considered contingently issuable shares. Market-based awards, PSOs and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based award, PSOs and PSUs are dilutive for the respective reporting periods. For the three and nine months ended September 30, 2016, 7.1 million market-based awards, PSOs and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

NOTE 9—SEGMENT INFORMATION

The Company has two operating segments, Dating and Non-dating, which are also the Company's two reportable segments. The Company’s Chairman, who is the chief operating decision maker, allocates resources and assesses performance at the segment level. Our Dating segment provides dating products and the Company’s Non-dating segment provides a variety of education services including test preparation, academic tutoring and college counseling services.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(In thousands)
Revenue:
Dating	$	287,530	$	235,131	$	823,240	$	668,228
Non-dating	28,917		33,840		79,609		84,629
Total	$	316,447	$	268,971	$	902,849	$	752,857

19

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NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
	(In thousands)
Operating Income (Loss):
Dating	$	90,938	$	59,071		$	202,624		$	142,897
Non-dating	816		(715		)	(8,014		)	(16,979		)
Total	$	91,754	$	58,356		$	194,610		$	125,918

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016			2015
	(In thousands)
Adjusted EBITDA:
Dating	$	107,101	$	80,323	$	275,834		$	185,063
Non-dating	3,607		2,334		(420		)	(5,708		)
Total	$	110,708	$	82,657	$	275,414		$	179,355

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(In thousands)
Revenue
United States	$	198,081	$	183,566	$	579,051	$	517,422
All other countries	118,366		85,405		323,798		235,435
Total	$	316,447	$	268,971	$	902,849	$	752,857

The United States is the only country whose revenue is greater than 10 percent of total revenue for the three and nine months ended September 30, 2016 and 2015.

	September 30, 2016		December 31, 2015
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets)
United States	$	45,952	$	28,169
All other countries	21,328		19,898
Total	$	67,280	$	48,067

The only country, other than the United States, with greater than 10 percent of total long-lived assets (excluding goodwill and intangible assets), was France with $14.3 million and $14.5 million as of September 30, 2016 and December 31, 2015, respectively.

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 consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure 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

20

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 Match Group's statement of operations of certain expenses.

The following tables reconcile operating income (loss) for the Company's reportable segments and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA:

	Three Months Ended September 30, 2016
	Operating Income			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	90,938		$	10,718	$	7,192	$	3,382	$	(5,129	)	$	107,101
Non-dating	816			427		840		1,524		—			3,607
Total	91,754			$	11,145	$	8,032	$	4,906	$	(5,129	)	$	110,708
Interest expense—third party	(20,751		)
Other income, net	6,045
Earnings before income taxes	77,048
Income tax provision	(20,344		)
Net earnings	56,704
Net earnings attributable to redeemable noncontrolling interests	(294		)
Net earnings attributable to Match Group, Inc. shareholders	$	56,410

	Three Months Ended September 30, 2015
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments		Adjusted EBITDA
	(In thousands)
Dating	$	59,071		$	12,832	$	4,979	$	2,686	$	755	$	80,323
Non-dating	(715		)	225		1,158		1,666		—		2,334
Total	58,356			$	13,057	$	6,137	$	4,352	$	755	$	82,657
Interest expense—related party	(2,318		)
Other income, net	1,535
Earnings before income taxes	57,573
Income tax provision	(22,136		)
Net earnings	35,437
Net earnings attributable to redeemable noncontrolling interests	(178		)
Net earnings attributable to Match Group, Inc. shareholders	$	35,259

21

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Nine Months Ended September 30, 2016
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	202,624		$	40,810	$	20,119	$	15,004	$	(2,723	)	$	275,834
Non-dating	(8,014		)	531		2,490		4,573		—			(420		)
Total	194,610			$	41,341	$	22,609	$	19,577	$	(2,723	)	$	275,414
Interest expense—third party	(61,828		)
Other income, net	4,410
Earnings before income taxes	137,192
Income tax provision	(39,168		)
Net earnings	98,024
Net earnings attributable to redeemable noncontrolling interests	(384		)
Net earnings attributable to Match Group, Inc. shareholders	$	97,640

	Nine Months Ended September 30, 2015
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	142,897		$	30,233	$	14,280	$	9,132	$	(11,479	)	$	185,063
Non-dating	(16,979		)	749		5,524		4,998		—			(5,708		)
Total	125,918			$	30,982	$	19,804	$	14,130	$	(11,479	)	$	179,355
Interest expense—related party	(6,879		)
Other income, net	8,341
Earnings before income taxes	127,380
Income tax provision	(42,632		)
Net earnings	84,748
Net loss attributable to redeemable noncontrolling interests	42
Net earnings attributable to Match Group, Inc. shareholders	$	84,790

NOTE 10—CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results

22

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies.

NOTE 11—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Disclosure of Non-Cash Transactions:

The Company recorded acquisition-related contingent consideration liabilities of $27.1 million during the nine months ended September 30, 2015. See Note 5 for additional information on contingent consideration arrangements.

NOTE 12—RELATED PARTY TRANSACTIONS

Relationship with IAC pre-IPO

For periods prior to the IPO, the Company's consolidated and combined statement of operations includes allocations of general and administrative costs, including stock-based compensation expense, related to IAC's accounting, treasury, legal, tax, corporate support and internal audit functions. These allocations were based on Match Group's revenue as a percentage of IAC's total revenue. Allocated general and administrative costs, inclusive of stock-based compensation expense, were $2.0 million and $5.5 million for the three and nine months ended September 30, 2015, respectively, and are included in "General and administrative expense" in the accompanying consolidated and combined statement of operations. It is not practicable to determine the actual expenses that would have been incurred for these services had the Company operated as a stand-alone entity. Management considers the allocation method to be reasonable.

Relationship with IAC post IPO

In connection with the IPO, the Company entered into certain agreements relating to our relationship with IAC after the IPO. These agreements include a master transaction agreement; an investor rights agreement; a tax sharing agreement; a services agreement; an employee matters agreement and a subordinated loan agreement.

The Company has entered into certain arrangements with IAC in the ordinary course of business, which have continued post IPO, for: (i) the leasing of office space for certain of our businesses at properties owned by IAC, for which we paid IAC approximately $1.1 million and $3.1 million for the three and nine months ended September 30, 2016, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2015, respectively; and (ii) the subleasing of space in a data center from an IAC subsidiary, for which we paid such IAC subsidiary approximately $0.3 million and $0.9 million for both the three and nine months ended September 30, 2016 and 2015, respectively. For the three and nine months ended September 30, 2016, the Company was charged $2.9 million and $8.7 million, respectively, by IAC for services rendered pursuant to a services agreement (including the leasing of office space noted above). This amount was paid in full by the Company at September 30, 2016.

The employee matters agreement provides, among other things, that: (i) with respect to equity awards denominated in shares of certain of the Company’s subsidiaries, IAC may elect to cause such equity awards to be settled in either shares of IAC common stock or Company common stock and, to the extent that shares of IAC common stock are issued in settlement of such equity awards, the Company will reimburse IAC for the cost of such shares of IAC common stock by issuing to IAC additional shares of Company common stock; and (ii) the Company will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees and that IAC may elect to receive payment either in cash or Company common stock.

During the nine months ended September 30, 2016, 0.9 million shares of Company common stock were issued to IAC pursuant to the employee matters agreement; 0.5 million shares were issued as reimbursement for shares of IAC common stock

23

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (Continued)

(Unaudited)

issued in connection with the exercise and settlement of equity awards denominated in shares of a subsidiary of the Company; and 0.4 million shares were issued as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Company employees.

NOTE 13—STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS

The Company is currently in the process of modernizing and streamlining its underlying Dating technology infrastructure that supports both its mobile and desktop platforms, as well as consolidating its European operations from seven principal locations down to three. The project is substantially complete and is expected to be fully completed by the end of 2016. For the three and nine months ended September 30, 2016, the Company incurred $0.8 million and $4.3 million in costs related to this project, respectively, compared to $2.5 million and $14.8 million, for three and nine months ended September 30, 2015, respectively. A summary of the costs incurred, payments made and the related accruals at September 30, 2016 and 2015 is presented below.

	Nine Months Ended September 30, 2016
	Severance			Professional Fees & Other			Total
	(In thousands)
Accrual as of January 1	$	3,013		$	564		$	3,577
Charges incurred	776			3,504			4,280
Payments made	(1,833		)	(3,823		)	(5,656		)
Accrual as of September 30	$	1,956		$	245		$	2,201

	Nine Months Ended September 30, 2015
	Severance			Professional Fees & Other			Total
	(In thousands)
Accrual as of January 1	$	795		$	933		$	1,728
Charges incurred	8,582			6,209			14,791
Payments made	(5,152		)	(6,514		)	(11,666		)
Accrual as of September 30	$	4,225		$	628		$	4,853

The costs are allocated as follows in the accompanying consolidated and combined statement of operations:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016		2015
	(In thousands)
Cost of revenue	$	(8	)	$	1,006	$	485	$	3,306
Selling and marketing expense	(77		)	30		572		1,571
General and administrative expense	132			879		1,497		5,905
Product development expense	713			611		1,726		4,009
Total	$	760		$	2,526	$	4,280	$	14,791

24

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Key Terms:

When the following terms appear in this report, they have the meanings indicated below:

• Reportable Segments

• Dating - consists of all of our dating businesses globally.

• Non-dating - consists of The Princeton Review.

• Dating North America - consists of the financial results of our Dating businesses for customers located in the United States and Canada.

• Dating International - consists of the financial results of our Dating businesses for customers located outside of the United States and Canada.

• Direct Revenue - is revenue that is directly received from an end user of our products.

• Indirect Revenue - is revenue that is not received directly from an end user of our products, substantially all of which is advertising revenue.

• 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. PMC as of any given time represents the number of users with a paid membership at that time. Users who purchase à la carte features from us do not qualify as paid members for purposes of PMC by virtue of such purchase, though often such purchasers are also paid members.

• Average Revenue Per Paying User ("ARPPU") - 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.

• Cost of revenue - consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in data center and customer care functions, in-app purchase fees, credit card processing fees, hosting fees, and data center rent, energy and bandwidth costs. In-app purchase fees are monies paid to Apple and Google for the distribution and facilitation of in-app purchases of product features.

• Selling and marketing expense - consists primarily of advertising expenditures and compensation (including stock-based compensation) and other employee-related costs for personnel engaged in selling and marketing, and sales support functions. Advertising expenditures includes online marketing, including fees paid to search engines, offline marketing (which is primarily television advertising), and partner-related payments to those who direct traffic to our brands.

• General and administrative expense - consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources, acquisition-related contingent consideration fair value adjustments (described below), fees for professional services and facilities costs.

• Product development expense - consists primarily of compensation (including stock-based compensation) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.

• Acquisition-related contingent consideration fair value adjustments - relate to the portion of the purchase price (of certain acquisitions) that is contingent upon the future operating performance of the acquired company.  The amounts ultimately paid are generally dependent upon earnings performance and/or operating metrics as stipulated in the relevant share purchase agreements.  A liability is estimated at the date of acquisition and adjusted each reporting period until the liability is settled.  If the payment date of the liability is longer than one year, the amount is initially recorded net of a discount, which is amortized as an expense each period.  In a period where the acquired company is expected to perform better than the previous estimate, the liability will be increased resulting in additional expense; and in a period when the acquired company is expected to perform worse than the previous estimate, the liability will be decreased resulting in income.  The year-over-year impact can be significant if there is income in one period and expense in the other period.

25

• Match Exchange Offer - Match Group exchanged $445 million of 2015 Senior Notes (described below) for a substantially like amount of IAC's 4.75% Senior Notes due December 15, 2022 ("IAC 2012 Senior Notes") on November 16, 2015.

• 2015 Senior Notes - The Company's 6.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15, which were issued on November 16, 2015 in exchange for IAC 2012 Senior Notes.

• Term Loan - The Company's $800 million, seven-year term loan entered into on November 16, 2015. On March 31, 2016, a $10 million principal payment was made. On June 1, 2016, the Company issued $400 million of 6.375% Senior Notes (described below). The proceeds from the offering were used to repay a portion of the $790 million of indebtedness outstanding under the Term Loan. At September 30, 2016, a balance of $390 million is outstanding.

• 2016 Senior Notes - The Company's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1, commencing on December 1, 2016, which were issued on June 1, 2016.

Management Overview

Match Group, Inc. ("Match Group," the "Company," "we," "our," or "us") is the world’s leading provider of dating products. We operate a portfolio of over 45 dating brands, including Match, OkCupid, PlentyOfFish, Tinder, Meetic, Twoo, OurTime, BlackPeopleMeet and LoveScout24 (formerly known as 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 businesses, we also operate The Princeton Review, which provides a variety of test preparation, academic tutoring and college counseling services.

For a more detailed description of the Company's operating businesses, see the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

2016 Development

On June 1, 2016, the Company issued $400 million aggregate principal amount of 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1, which commences on December 1, 2016. The proceeds were used to repay a portion of the Term Loan.

Third Quarter and Year to Date September 2016 Consolidated Results

For the three months ended September 30, 2016, revenue, operating income and Adjusted EBITDA grew 18%, 57% and 34%, respectively. Revenue growth was primarily driven by an increase in Direct Revenue with a strong contribution from Tinder, the acquisition of PlentyOfFish, which was acquired on October 28, 2015, and Eureka. The growth in operating income and Adjusted EBITDA was due primarily to higher revenue and lower selling and marketing expense as a percentage of revenue as our sales mix continues to shift towards brands with lower marketing spend. Operating income was further impacted by income in the current year period of $5.1 million from acquisition-related contingent consideration fair value adjustments compared to expense of $0.8 million in the prior year and lower stock-based compensation expense of $1.9 million, partially offset by higher depreciation expense of $1.9 million.

For the nine months ended September 30, 2016, revenue, operating income and Adjusted EBITDA grew 20%, 55% and 54%, respectively. Revenue, operating income and Adjusted EBITDA increased primarily due to the factors described above in the three-month discussion, as well as from the acquisition of Eureka on April 24, 2015. Operating income and Adjusted EBITDA also benefited from a decrease of $10.5 million in costs related to the consolidation and streamlining of our technology systems and European operations at our Dating business ($4.3 million in 2016 compared to $14.8 million in 2015). Operating income was further impacted by income in the current year period of $2.7 million from acquisition-related contingent consideration fair value adjustments compared to income of $11.5 million in the prior year and increases of $10.4 million and $5.4 million in stock-based compensation expense and amortization of intangibles, respectively.

26

Results of Operations for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015

Revenue

	Three Months Ended September 30,											Nine Months Ended September 30,
	2016			Change			% Change		2015			2016			Change			% Change		2015
	(In thousands, except ARPPU)
Direct Revenue:
North America	$	172,441		$	23,713		16	%	$	148,728		$	507,319		$	73,239		17	%	$	434,080
International	101,286			25,513			34	%	75,773			278,857			73,118			36	%	205,739
Total Direct Revenue	273,727			49,226			22	%	224,501			786,176			146,357			23	%	639,819
Indirect Revenue	13,803			3,173			30	%	10,630			37,064			8,655			30	%	28,409
Total Dating Revenue	287,530			52,399			22	%	235,131			823,240			155,012			23	%	668,228
Non-dating Revenue	28,917			(4,923		)	(15	)%	33,840			79,609			(5,020		)	(6	)%	84,629
Total Revenue	$	316,447		$	47,476		18	%	$	268,971		$	902,849		$	149,992		20	%	$	752,857
Percentage of Total Revenue:
Direct Revenue:
North America	55		%						55		%	56		%						58		%
International	32		%						28		%	31		%						27		%
Total Direct Revenue	87		%						83		%	87		%						85		%
Indirect Revenue	4		%						4		%	4		%						4		%
Total Dating Revenue	91		%						87		%	91		%						89		%
Non-dating Revenue	9		%						13		%	9		%						11		%
Total Revenue	100		%						100		%	100		%						100		%
Average PMC:
North America	3,371			695			26	%	2,676			3,301			658			25	%	2,643
International	2,175			684			46	%	1,491			2,010			663			49	%	1,347
Total	5,546			1,379			33	%	4,167			5,311			1,321			33	%	3,990
ARPPU:
North America	$	0.56		$	(0.04	)	(8	)%	$	0.60		$	0.56		$	(0.04	)	(7	)%	$	0.60
International	$	0.51		$	(0.04	)	(8	)%	$	0.55		$	0.51		$	(0.05	)	(10	)%	$	0.56
Total	$	0.54		$	(0.05	)	(8	)%	$	0.59		$	0.54		$	(0.05	)	(8	)%	$	0.59

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

Revenue increased $47.5 million, or 18%, in 2016 versus 2015. Revenue during the period was favorably impacted by a strong contribution from Tinder, the acquisition of PlentyOfFish (acquired October 2015) and Eureka.

North America Direct Revenue grew $23.7 million, or 16%, in 2016 versus 2015, driven by 26% growth in Average PMC, partially offset by an 8% decline in ARPPU. Average PMC growth was driven by higher beginning PMC, growth in new users and an increase in the percentage of new users becoming paid members. ARPPU decreased due to the continued mix shift towards lower ARPPU brands including Tinder and PlentyOfFish, both of which have lower price points compared to our more established brands, partially offset by increases in mix-adjusted rates.

International Direct Revenue grew $25.5 million, or 34%, in 2016 versus 2015, primarily driven by 46% growth in Average PMC, partially offset by an 8% decline in ARPPU. Average PMC growth was driven by higher beginning PMC, growth in new users, and an increase in the percentage of new users becoming paid members. The decline in ARPPU was due to mix shifts to lower rate brands.

27

Non-dating revenue decreased $4.9 million reflecting lower in-person SAT test preparation courses and in-person tutoring, partially offset by an increase in online and self-paced services.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

Revenue increased $150.0 million, or 20%, in 2016 versus 2015 primarily driven by the factors described above in the three-month discussion and the acquisition and continued growth of Eureka (acquired April 2015).

North America Direct Revenue grew $73.2 million, or 17%, in 2016 versus 2015, driven by 25% growth in Average PMC, partially offset by a 7% decline in ARPPU. Average PMC growth was driven by the factors described above in the three-month discussion. ARPPU declines were primarily driven by the factors described above in the three-month discussion.

International Direct Revenue grew $73.1 million, or 36%, in 2016 versus 2015, primarily driven by 49% growth in Average PMC, partially offset by a 10% decline in ARPPU. Average PMC growth was driven by the factors described above in the three-month discussion. The decline in ARPPU was due to mix shifts to lower rate brands and a decrease in mix-adjusted rates.

Non-dating revenue decreased $5.0 million driven by the factors described above in the three-month discussion.

Cost of revenue (exclusive of depreciation)

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Cost of revenue	$61,161	$13,525	28%	$47,636
Percentage of revenue	19%			18%

Cost of revenue increased $13.5 million, or 28%, in 2016 versus 2015.

Dating cost of revenue increased $15.1 million, or 42%, outpacing revenue growth, driven primarily by a significant increase in in-app purchase fees across multiple brands, including Tinder, and the acquisition of PlentyOfFish.

Non-dating cost of revenue decreased $1.6 million, or 13%, driven by a mix shift to higher margin online products from in-person courses.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Cost of revenue	$171,385	$40,267	31%	$131,118
Percentage of revenue	19%			17%

Cost of revenue increased $40.3 million, or 31%, in 2016 versus 2015.

Dating cost of revenue increased $44.8 million, or 46%, and Non-dating cost of revenue decreased $4.5 million, or 13%, driven primarily by the factors described above in the three-month discussion. Dating cost of revenue was further impacted by the acquisition of Eureka.

28

Selling and marketing expense

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Selling and marketing expense	$92,370	$2,672	3%	$89,698
Percentage of revenue	29%			33%

Selling and marketing expense increased $2.7 million, or 3%, but declined as a percentage of revenue as the product mix at Dating continues to shift towards brands with lower marketing spend.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Selling and marketing expense	$294,061	$4,217	1%	$289,844
Percentage of revenue	33%			38%

Selling and marketing expense increased $4.2 million, or 1%, but declined as a percentage of revenue, due primarily to the factor described above in the three-month discussion.

General and administrative expense

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
General and administrative expense	$39,685	$(6,296)	(14)%	$45,981
Percentage of revenue	13%			17%

General and administrative expense decreased $6.3 million, or 14%, in 2016 versus 2015.

Dating general and administrative expense decreased $1.7 million, or 5%, driven primarily by a change of $5.9 million in acquisition-related contingent consideration fair value adjustments, partially offset by an increase of $2.4 million in compensation. The change in the acquisition-related contingent consideration fair value adjustments was due to income of $5.1 million in the current year period compared to expense of $0.8 million in the prior year period. The increase in compensation is driven by increased headcount from recent acquisitions, partially offset by a decrease in stock-based compensation expense primarily due to the inclusion in 2015 of a modification charge related to certain equity awards, partially offset by the issuance of new equity awards since the prior year.

Non-dating general and administrative expense decreased $4.6 million, or 32%, driven primarily by a favorable resolution of a non-income tax related matter and a decrease in consulting expenses.

29

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
General and administrative expense	$138,261	$16,958	14%	$121,303
Percentage of revenue	15%			16%

General and administrative expense increased $17.0 million, or 14%, in 2016 versus 2015.

Dating general and administrative expense increased $24.0 million, or 30%, driven primarily by a change of $8.8 million in acquisition-related contingent consideration fair value adjustments, an increase of $8.6 million in compensation and an increase of $3.0 million in office rent as we continue to grow and expand our operations. The change in the acquisition-related contingent consideration fair value adjustments was due to income of $2.7 million in the current year period compared to income of $11.5 million in the prior year period. The increase in compensation is due to an increase in headcount from recent acquisitions and a $4.8 million increase in stock-based compensation expense primarily due to the issuance of new equity awards since the prior year, partially offset by the inclusion in 2015 of a modification charge related to certain equity awards.

Non-dating general and administrative expense decreased $7.0 million, or 17%, driven by the factors described above in the three-month discussion.

Product development expense

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Product development expense	$18,539	$1,728	10%	$16,811
Percentage of revenue	6%			6%

Product development expense increased $1.7 million, or 10%, in 2016 versus 2015, driven primarily by increased investments in headcount at Tinder, increase in stock-based compensation expense due primarily to new grants issued since the prior year period, and from the acquisition of PlentyOfFish.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Product development expense	$62,346	$11,606	23%	$50,740
Percentage of revenue	7%			7%

Product development expense increased $11.6 million, or 23%, in 2016 versus 2015, driven primarily by the factors described above in the three-month discussion and the acquisition of Eureka. The increase in stock-based compensation was further impacted by a net increase in expense associated with the modification of certain equity awards since the prior year period.

30

Depreciation

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Depreciation	$8,032	$1,895	31%	$6,137
Percentage of revenue	3%			2%

Depreciation increased $1.9 million, or 31%, in 2016 versus 2015, driven by acquisitions, the write-off of internally developed software costs which are no longer being utilized, and an increase in computer equipment as we continue to grow and expand our operations at Dating, partially offset by lower depreciation at Non-dating.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Depreciation	$22,609	$2,805	14%	$19,804
Percentage of revenue	3%			3%

Depreciation increased $2.8 million, or 14%, in 2016 versus 2015, driven by the factors described above in the three-month discussion.

Operating income and Adjusted EBITDA

	Three Months Ended September 30,								Nine Months Ended September 30,
	2016		$ Change		% Change	2015			2016			$ Change		% Change	2015
	(Dollars in thousands)
Operating income (loss):
Dating	$	90,938	$	31,867	54%	$	59,071		$	202,624		$	59,727	42%	$	142,897
Non-Dating	816		1,531		NM	(715		)	(8,014		)	8,965		53%	(16,979		)
Total	$	91,754	$	33,398	57%	$	58,356		$	194,610		$	68,692	55%	$	125,918
Percentage of revenue	29%					22%			22%						17%
Adjusted EBITDA:
Dating	$	107,101	$	26,778	33%	$	80,323		$	275,834		$	90,771	49%	$	185,063
Non-dating	3,607		1,273		55%	2,334			(420		)	5,288		93%	(5,708		)
Total	$	110,708	$	28,051	34%	$	82,657		$	275,414		$	96,059	54%	$	179,355
Percentage of revenue	35%					31%			31%						24%

________________________

NM = not meaningful

For a reconciliation of operating income (loss) by reportable segment and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA, see Note 9 to the consolidated and combined financial statements.

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For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

Operating income and Adjusted EBITDA increased $33.4 million, or 57%, and $28.1 million, or 34%, respectively, in 2016 versus 2015.

Dating operating income and Adjusted EBITDA increased $31.9 million, or 54%, and $26.8 million, or 33%, respectively, as a result of the increase in revenue of $52.4 million and a decrease in selling and marketing expense as a percentage of revenue resulting from continued mix shifts towards brands with lower marketing spend, partially offset by the increase in cost of revenue. Additionally, costs incurred related to the consolidation and streamlining of our technology systems and European operations were $0.8 million, a decline of $1.8 million compared to the prior year period. Operating income was further impacted by income in the current year period of $5.1 million from acquisition-related contingent consideration fair value adjustments compared to expense of $0.8 million in the prior year and lower stock-based compensation expense of $2.1 million partially offset by higher depreciation expense of $2.2 million.

Non-dating operating loss improved $1.5 million to income of $0.8 million and Adjusted EBITDA improved $1.3 million, or 55%, primarily due to reduced losses as a result of a mix-shift to higher margin online products from in-person courses, a favorable resolution of a non-income tax related matter, and a decrease in consulting expenses. Operating income in the current year period was further impacted by lower depreciation in 2016.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

Operating income and Adjusted EBITDA increased $68.7 million, or 55%, and $96.1 million, or 54%, respectively, in 2016 versus 2015.

Dating operating income and Adjusted EBITDA increased $59.7 million, or 42%, and $90.8 million, or 49%, respectively, primarily due to the factors described above in the three-month discussion. Operating income was further impacted by $8.8 million in changes from acquisition-related contingent consideration fair value adjustments and increases in stock-based compensation expense of $10.6 million, which is due to the issuance of new equity awards and a net increase in expense associated with the modification of certain equity awards since the prior year period, $5.9 million in additional amortization of intangibles, which is due to acquisitions that occurred in 2015, and $5.8 million in additional depreciation, which is due to acquisitions and assets being placed in service. The change in the acquisition-related contingent consideration fair value adjustments was the result of income of $2.7 million in the current year period compared to income of $11.5 million in the prior year period.

Non-dating operating loss and Adjusted EBITDA loss decreased $9.0 million, or 53%, and $5.3 million, or 93%, respectively, driven by the factors described above in the three-month discussion.

At September 30, 2016, there was $96.2 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.8 years.

Interest expense

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Interest expense—third party	$(20,751)	$20,751	NA	$—
Interest expense—related party	—	(2,318)	NA	(2,318)

________________________

NA = not applicable

Interest expense—third party relates to interest on the Term Loan, 2015 Senior Notes, 2016 Senior Notes and the commitment fee on the Company's revolving credit facility, all of which commenced subsequent to September 30, 2015.

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Interest expense—related party in 2015 included interest charged by IAC and its subsidiaries on long-term related party debt. The long-term related party debt was settled during the fourth quarter of 2015 prior to the initial public offering ("IPO").

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Interest expense—third party	$(61,828)	$61,828	NA	$—
Interest expense—related party	—	(6,879)	NA	(6,879)

See the three-month discussion above for components of Interest expense—third party and Interest expense—related party.

Other income, net

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Other income, net	$6,045	$4,510	294%	$1,535

Other income, net in 2016 includes $5.0 million in foreign currency exchange gains and a $0.9 million mark-to-market adjustment pertaining to certain subsidiary denominated equity awards issued to non-employees.

Other income, net in 2015 includes $1.5 million in foreign currency exchange gains and $1.3 million in interest income, partially offset by a $1.0 million mark-to-market adjustment pertaining to certain subsidiary denominated equity awards issued to non-employees.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Other income, net	$4,410	$(3,931)	(47)%	$8,341

Other income, net in 2016 includes $14.5 million in foreign currency exchange gains and a $3.1 million gain related to the sale of a marketable equity security, partially offset by a non-cash charge of $11.1 million related to the write-off of a proportionate share of original issue discount and deferred financing costs associated with the prepayment of $400 million of the Term Loan, a $2.0 million mark-to-market adjustment pertaining to certain subsidiary denominated equity awards issued to non-employees, and a $0.7 million other-than-temporary impairment charge related to a certain cost method investment as a result of our assessment of the near-term prospects and financial condition of the investee.

Other income, net in 2015 includes $6.5 million in foreign currency exchange gains, $5.2 million of which related to a €53 million 5.00% Note payable to an IAC subsidiary, and $3.6 million in interest income, partially offset by a $1.6 million mark-to-market adjustment pertaining to certain subsidiary denominated equity awards issued to non-employees. The intercompany note payable to an IAC subsidiary was settled during the fourth quarter of 2015.

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Income tax provision

For the three months ended September 30, 2016 compared to the three months ended September 30, 2015

	Three Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Income tax provision	$(20,344)	NM	NM	$(22,136)
Effective income tax rate	26%			38%

The 2016 effective income tax rate is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and the non-taxable gain on contingent consideration fair value adjustments.

The 2015 effective income tax rate was higher than the statutory rate of 35% due primarily to state taxes.

For the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015

	Nine Months Ended September 30,
	2016	$ Change	% Change	2015
	(Dollars in thousands)
Income tax provision	$(39,168)	NM	NM	$(42,632)
Effective income tax rate	29%			33%

The 2016 effective income tax rate is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates.

The 2015 effective income tax rate was lower than the statutory rate of 35% due primarily to the non-taxable gain on contingent consideration fair value adjustments, partially offset by state taxes.

For further details of income tax matters see Note 2 to the consolidated and combined financial statements.

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position

	September 30, 2016		December 31, 2015
	(In thousands)
Cash and cash equivalents:
United States (1)	$	88,679	$	34,422
All other countries (2)	142,475		53,751
Total cash and cash equivalents	231,154		88,173
Marketable equity security (United States)	—		11,622
Total cash and cash equivalents and marketable securities	$	231,154	$	99,795
Long-term debt:
6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016	$	400,000	$	—
6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016	445,172		445,172
Term Loan due November 16, 2022 (3) (4)	390,000		800,000
Total long-term debt	1,235,172		1,245,172
Less: Current maturities of long-term debt	—		40,000
Less: Unamortized original issue discount and original issue premium, net	5,100		11,691
Less: Unamortized debt issuance costs	14,526		16,610
Total long-term debt, net of current maturities	$	1,215,546	$	1,176,871

⁽¹⁾  Domestically, cash equivalents include $50.0 million of AAA rated treasury money market funds at September 30, 2016; the balance reflects cash deposits held in financial institutions.

⁽²⁾  Internationally, cash equivalents include $1.8 million of money market funds at September 30, 2016; the balance reflects cash deposits held in financial institutions. If needed for our U.S. operations, most of the cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated, which, under current tax law, would be subject to U.S. federal and state income taxes. We currently do not anticipate a need to repatriate these funds to finance our U.S. operations and it is our intent to indefinitely reinvest these funds outside of the U.S.; therefore, we have not provided for any U.S. income taxes related to these funds.

⁽³⁾  Proceeds from the 2016 Senior Notes were used to repay a portion of the Term Loan. A final principal payment of $390 million is due at maturity.

⁽⁴⁾  The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes.

Senior Notes:

On June 1, 2016, the Company issued $400 million aggregate principal amount of 6.375% of Senior Notes due June 1, 2024.

Promptly following the closing of the Match Exchange Offer on November 16, 2015, the Company and its subsidiaries were designated as unrestricted subsidiaries of IAC for purposes of the indentures governing the IAC 4.875% Senior Notes due November 30, 2018, the IAC Senior Notes and the IAC Credit Facility. Following this designation, neither Match Group nor any of its subsidiaries guarantee any debt of IAC, or are subject to any of the covenants related to such debt.

The indentures governing the 2016 and 2015 Senior Notes contain covenants that would limit the Company's ability to pay dividends or to make distributions and repurchase or redeem Match Group stock in the event a default has occurred or

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Match Group's leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0. At September 30, 2016, Match Group was in compliance with all applicable covenants.

Term Loan and Credit Facility:

On November 16, 2015, under a credit agreement (the "Credit Agreement"), the Company borrowed $800 million in the form of a term loan (the "Term Loan"). On March 31, 2016, the Company made a $10.0 million principal payment on the Term Loan. In addition, on June 1, 2016, the $400 million in proceeds from the 2016 Senior Notes were used to repay a portion of the Term Loan and, as a result, quarterly principal payments of $10.0 million under the Term Loan are no longer due. The remaining principal balance at September 30, 2016 of $390 million is due at maturity. The Term Loan provides for additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the Credit Agreement. The Term Loan bears interest, at our option, at a base rate or LIBOR, plus 3.50% or 4.50%, respectively, and in the case of LIBOR, a floor of 1.00%. Interest payments are due at least semi-annually through the term of the loan.

The Company has a $500 million revolving credit facility (the "Credit Facility") that expires on October 7, 2020. The annual commitment fee on undrawn funds based on the current leverage ratio is 30 basis points. Borrowings under the Credit Facility bear interest, at the Company's option, at a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on the Company's consolidated net leverage ratio. The terms of the Credit Facility require the Company to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0.

There are additional covenants under the Credit Facility and the Term Loan that limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. While the Term Loan remains outstanding, these same covenants under the Credit Agreement are more restrictive than the covenants that are applicable to the Credit Facility. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain Match Group wholly-owned domestic subsidiaries, and are also secured by the stock of certain Match Group domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the 2016 and 2015 Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

IAC Subordinated Loan Facility:

Prior to the IPO, the Company entered into an uncommitted subordinated loan facility with IAC (the "IAC Subordinated Loan Facility"), which allows the Company to make one or more requests to IAC to borrow funds from it. If IAC agrees to fulfill any such borrowing request from the Company, such borrowing will be incurred in accordance with the terms of the IAC Subordinated Loan Facility. Any indebtedness outstanding under the IAC Subordinated Loan Facility will be by its terms subordinated in right of payment to the obligations under the Credit Facility, the Term Loan and the 2015 and 2016 Senior Notes. The IAC Subordinated Loan Facility has a scheduled final maturity date of no earlier than 90 days after the maturity date of the Credit Facility or the latest maturity date in respect of any Term Loan outstanding under the Credit Agreement. At September 30, 2016, the Company has no indebtedness outstanding under the IAC Subordinated Loan Facility.

Cash Flow Information

In summary, the Company's cash flows are as follows:

	Nine Months Ended September 30,
	2016			2015
	(In thousands)
Net cash provided by operating activities	$	168,902		$	126,241
Net cash used in investing activities	(25,093		)	(69,030		)
Net cash (used in) provided by financing activities	(1,962		)	101,163

2016

Net cash provided by operating activities consists of earnings adjusted for stock-based compensation expense, depreciation, amortization of intangibles, deferred income taxes, acquisition-related contingent consideration fair value

36

adjustments, excess tax benefits and the effect of changes from working capital activities. Adjustments to earnings primarily consist of $41.3 million of stock-based compensation expense, $22.6 million of depreciation, $19.6 million of amortization of intangibles, $25.9 million in excess tax benefits, $2.7 million in gains from acquisition-related contingent consideration fair value adjustments and $1.8 million in other adjustments that consist primarily of a non-cash charge on the repayment of $400 million of the Term Loan, partially offset by foreign currency exchange gains on intercompany loans. The increase in cash from changes in working capital primarily consists of an increase in deferred revenue of $26.1 million, due mainly to growth in membership revenue, partially offset by an increase in other assets of $10.1 million primarily related to the prepayment of certain expenses.

Net cash used in investing activities in 2016 consists primarily of capital expenditures of $39.1 million that are related to the internal development of software to support our products and services, as well as computer equipment and leasehold improvements as we continue to grow and expand our operations at Dating, partially offset by the proceeds of $11.7 million from the sale of a marketable security.

Net cash used in financing activities in 2016 mainly relates to the payment of $410.0 million toward the Term Loan, of which $400.0 million was financed by the issuance of the 2016 Senior Notes.

2015

Adjustments to earnings primarily consist of $31.0 million of stock-based compensation expense, $19.8 million of depreciation and $14.1 million of amortization of intangibles, partially offset by $31.3 million in excess tax benefits from stock-based awards, $11.5 million of acquisition-related contingent consideration fair value adjustments, $11.3 million of other adjustments, which mainly relate to non-cash foreign currency exchange gains on related party debt, and $8.6 million of deferred income taxes. The increase in cash from changes from working capital is due primarily to an increase in income taxes payable of $27.0 million, an increase of $24.0 million in deferred revenue and an increase in accounts payable and accrued expenses and other current liabilities of $20.8 million, partially offset by an increase in accounts receivable of $25.1 million and an increase in other current assets of $7.4 million. The increase in income taxes payable is due to current year income tax accruals in excess of current year income tax payments. The increase in deferred revenue is primarily due to growth in membership fees in the Dating business, a seasonal increase in class enrollment in the Non-dating business and acquisitions. The increase in accounts payable and accrued expenses and other current liabilities is primarily due to increased online spending, the timing of marketing payments and costs associated with the consolidation and streamlining of technology systems and European operations at the Dating business. The increase in accounts receivable is primarily due to growth from in-app purchases sold through Dating's mobile products. The increase in other current assets is primarily due to an increase in prepaid expenses and VAT refund receivables.

Net cash used in investing activities in 2015 includes cash consideration used in acquisitions of $40.7 million and capital expenditures of $19.9 million, primarily related to the internal development of software to support our products and services.

Net cash provided by financing activities in 2015 includes net cash transfers of $75.9 million from IAC and $31.3 million in excess tax benefits from stock-based awards, partially offset by $5.5 million in contingent consideration payments. The net cash transfers include a $155.0 million capital contribution to partially fund the PlentyOfFish acquisition, partially offset by cash transfers to IAC of $79.1 million that relate to IAC's centrally managed U.S. treasury management function.

Liquidity and Capital Resources

The Company's principal sources of liquidity are its cash flows generated from operations as well as cash and cash equivalents. The Company has a $500 million Credit Facility that expires on October 7, 2020. At September 30, 2016, there were no outstanding borrowings under the Credit Facility.

The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company's 2016 capital expenditures will be higher than 2015 by approximately 50% to 60%, driven primarily by leasehold improvements related to a new lease for the Company's corporate headquarters and costs related to a new data center.

The Company believes its expected positive cash flows generated from operations together with its existing cash and cash equivalents and available borrowing capacity under the Credit Facility will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes on behalf of employees for net-settled stock-based awards, and investing and other commitments for the foreseeable future. The Company's liquidity could be negatively affected by a decrease in demand for our products and services. Our indebtedness could limit our ability to: (i)

37

obtain additional financing to fund working capital needs, acquisitions, capital expenditures or debt service or other requirements; and (ii) use operating cash flow to make acquisitions, capital expenditures, invest in other areas, such as developing properties and exploiting business opportunities. IAC owns 82.8% of our outstanding shares of capital stock and has approximately 98.0% of the combined voting power of our outstanding capital stock. As a result of IAC's ability to control the election and removal of our board of directors, IAC effectively has the ability to control our financing activities, including the issuance of additional debt and equity securities, or the incurrence of other indebtedness. While the Company believes we will have the ability to access debt and equity markets if needed, such transactions may require the concurrence of IAC.

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

At September 30, 2016, except as noted below, there have been no material changes to the Company's contractual obligations, commercial commitments and off-balance sheet arrangements since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2015.

The Company has total long-term debt of $1.2 billion at both September 30, 2016 and December 31, 2015. On June 1, 2016, the Company issued $400 million of 6.375% Senior Notes. The proceeds from the offering were used to repay a portion of the $790 million of indebtedness outstanding under the Term Loan. Following the payment, $390 million of the Term Loan is outstanding. The Term Loan currently bears interest at LIBOR plus 4.50%, with a LIBOR floor of 1.00%, or 5.50%. Based on this transaction, the Company will incur approximately $100 million of additional interest expense over the term of its debt obligations due to the higher interest rate and the longer maturity of the 2016 Senior Notes, due June 1, 2024, as compared to the Term Loan, due November 16, 2022.

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MATCH GROUP, INC.'S PRINCIPLES OF FINANCIAL REPORTING

Match Group reports Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). This measure is one of 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. This non-GAAP measure 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 measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.

Definition of Match Group's 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, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. We believe this measure 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 and combined statement of operations of certain expenses.

Non-Cash Expenses That Are Excluded From Match Group's Adjusted EBITDA

Stock-based compensation expense consists principally of expense associated with the grants of stock options, restricted stock units ("RSUs") and performance-based RSUs. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding using the treasury stock method. 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, trade names, content, 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 goodwill or intangible assets, 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.

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RECONCILIATION OF ADJUSTED EBITDA

For a reconciliation of operating income (loss) by reportable segment and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA for the three and nine months ended September 30, 2016 and 2015, see Note 9 to the consolidated and combined financial statements.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

At September 30, 2016, the Company's outstanding debt was $1.2 billion, which consists of $845.2 million of Match Group Senior Notes, which bear interest at fixed rates, and a $390 million Term Loan, which bears interest at a variable rate. If market rates decline, the Company runs the risk that the related required payments on the fixed rate debt will exceed those based on market rates. A 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $46.1 million. Such potential increase or decrease in fair value is based on certain simplifying assumptions, including a constant level and rate of fixed-rate debt and an immediate across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period. The Term Loan currently bears interest at LIBOR plus 4.50%, with a LIBOR floor of 1.00%, or 5.50%. LIBOR at September 30, 2016 for similar borrowings of three months was approximately 85 basis points. If LIBOR were to increase by 100 basis points then the annual interest payments on the Term Loan would increase by 85 basis points, or $3.4 million, in 2016. If LIBOR decreased 85 basis points to zero, annual interest payments on the Term Loan would remain the same because of the 1% floor. Such potential changes in interest payments are based on certain simplifying assumptions, including a constant rate of variable-rate debt and an immediate across the board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period.

Foreign Currency Exchange Risk

The Company conducts business in certain foreign markets, primarily in the European Union.

While historically foreign currency exchange gains and losses have not been material to the Company, the significant decline in the British Pound ("GBP") due to the Brexit vote generated significant foreign currency exchange gains during 2016, which total $14.5 million for the nine months ended September 30, 2016. This gain is primarily related to a U.S. dollar denominated intercompany loan related to a recent acquisition in which the receivable is held by a foreign subsidiary with a GBP functional currency.

If the GBP had declined a further 10% further versus the U.S. dollar during the nine months ended September 30, 2016, the gain would have been greater by $2.5 million and if the GBP had declined 10% less versus the U.S. dollar the gain would have been reduced by $2.0 million.

Historically, the Company has not hedged foreign currency exposures. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.

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Item 4.    Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) of the Exchange Act, Match Group management, including the Chairman and Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the CEO and the CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Overview

We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as patent infringement claims, trademark oppositions and consumer or advertising complaints, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. Although the results of legal proceedings and claims cannot be predicted with certainty, we are not currently a party to any legal proceedings the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition or results of operations. See "Item 1A-Risk factors—Risks relating to our business—We are subject to litigation and adverse outcomes in such litigation could have an adverse effect on our financial condition" of our annual report on Form 10-K for the fiscal year ended December 31, 2015.

Rules of the Securities and Exchange Commission require the description of material pending legal proceedings (other than ordinary, routine litigation incident to the registrant’s business) and advise that proceedings ordinarily need not be described if they primarily involve damages claims for amounts (exclusive of interest and costs) not exceeding 10% of the current assets of the registrant and its subsidiaries on a consolidated basis. In the judgment of Match Group management, none of the pending litigation matters which we are defending, including those described below, involves or is likely to involve amounts of that magnitude. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the rules of the Securities and Exchange Commission.

Securities Class Action Litigation against Match Group

As previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2015 and our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2016, on February 26, 2016, a putative nationwide class action was filed in federal court in Texas against the Company, five of its officers and directors, and twelve underwriters of the Company’s initial public offering in November 2015.  See David M. Stein v. Match Group, Inc. et al., No. 3:16-cv-549 (U.S. District Court, Northern District of Texas).  The complaint alleged that the Company’s registration statement and prospectus issued in connection with its initial public offering were materially false and misleading given their failure to state that: (i) the Company’s Non-dating business would miss its revenue projection for the quarter ended December 31, 2015, and (ii) ARPPU (as defined in "Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations-General-Key Terms") would decline substantially in the quarter ended December 31, 2015.  The complaint asserted that these alleged failures to timely disclose material information caused the Company’s stock price to drop after the announcement of its earnings for the quarter ended December 31, 2015.  The complaint pleaded claims under the Securities Act of 1933 for untrue statements of material fact in, or omissions of material facts from, the registration statement, the prospectus, and related communications in violation of Sections 11 and 12 and, as to the officer/director defendants only, control-person liability under Section 15 for the Company’s alleged violations.  The complaint sought class certification, damages in an unspecified amount and attorneys’ fees.  On March 9, 2016, a virtually identical class action complaint was filed in the same court against the same defendants by a different named plaintiff.  See Stephany Kam-Wan Chan v. Match Group, Inc. et al., No. 3:16-cv-668 (U.S. District Court, Northern District of Texas).  On April 25, 2016, Judge Boyle in the Chan case issued an order granting the parties’ joint motion to transfer that case to Judge Lindsay, who was presiding over the earlier-filed Stein case.  On April 27, 2016, various current or former shareholders in the Company and their respective law firms filed motions seeking appointment as lead plaintiff(s) and lead or liaison counsel for the putative class.  On April 28, 2016, the Court issued orders: (i) consolidating the Chan case into the Stein case, (ii) approving the parties’ stipulation to extend the defendants’ time to respond to the complaint until after the Court has appointed a lead plaintiff and lead counsel for the putative class and has set a schedule for the plaintiff’s filing of a consolidated complaint and the defendants’ response to that pleading, and (iii) referring the various motions for appointment of lead plaintiff(s) and lead or liaison counsel for the putative class to a United States Magistrate Judge for determination.  On June 9, 2016, the Magistrate Judge issued an order appointing two lead plaintiffs, two law firms as co-lead plaintiffs’ counsel, and a third law firm as plaintiffs’ liaison counsel.  In accordance with this order, the consolidated case is now captioned Mary McCloskey et ano. v. Match Group, Inc. et al., No. 3:16-CV-549-L.  On July 27, 2016, the parties submitted to the Court a joint status report proposing a schedule for the plaintiffs’ filing of a consolidated amended complaint and the parties’ briefing of the defendants’ contemplated motion to dismiss the consolidated complaint. On August 17, 2016, the Court issued an order

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approving the parties’ proposed schedule.  On September 9, 2016, in accordance with the schedule, the plaintiffs filed an amended consolidated complaint.  The new pleading focuses solely on allegedly misleading statements or omissions concerning the Company’s Non-dating business.  The defendants will file motions to dismiss the amended consolidated complaint on or before November 8, 2016.  The Company believes that the allegations in this lawsuit are without merit and will defend vigorously against them.

Item 1A. Risk Factors

This quarterly report on Form 10-Q contains "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 prospects in the industries in which Match Group's businesses operate and other similar matters. These forward-looking statements are based on Match Group management's current expectations and assumptions about future events as of the date of this quarterly report, 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: 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, including in Part I "Item 1A. Risk Factors" of our annual report on Form 10-K for the fiscal year ended December 31, 2015. 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 discussed in this quarterly report 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 quarterly report.  Match Group does not undertake to update these forward-looking statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Employee Matters Agreement dated as of November 24, 2015, by and between IAC/InterActiveCorp (“IAC”) and the Company, as amended effective as of April 13, 2016 (the “Employee Matters Agreement”), provides. among other things, that the Company will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees and that IAC may elect to receive payment either in cash or Company common stock.

Pursuant to the Employee Matters Agreement, 16,848 shares of Company common stock were issued to IAC on September 28, 2016 as reimbursement for shares of IAC common stock issued in connection with the exercise of IAC stock options held by Match Group employees.

None of the above issuances involved any underwriters or public offerings and we believe that each issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of such act.

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Item 6.    Exhibits

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference herein by reference to the location indicated or furnished herewith.

Exhibit Number	Description	Location
3.1	Amended and Restated Certificate of Incorporation of Match Group, Inc.	Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
3.2	Amended and Restated By-laws of Match Group, Inc.	Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
10.1	Employment Agreement between Jared Sine and Match Group, Inc., effective as of July 5, 2016.(1)
31.1	Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
32.1	Certification of the Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

_______________________________________________________________________________

(1) Filed herewith.

(2) Furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 7, 2016	MATCH GROUP, INC.
	By:	/s/ GARY SWIDLER
		Gary Swidler
		Chief Financial Officer

Signature	Title	Date
/s/ GARY SWIDLER	Chief Financial Officer	November 7, 2016
Gary Swidler

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QuickLinks

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered by and between Jared Sine (“Executive”) and Match Group, Inc., a Delaware corporation (the “Company”) and is effective as of July 5, 2016 (the “Effective Date”).

WHEREAS, the Company desires to establish its right to the services of Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:

1A.    EMPLOYMENT. During the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as the General Counsel and Secretary of the Company; provided that Executive’s designation as Secretary shall be effective upon his appointment to such office by the Company’s Board of Directors. During Executive’s employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein. During Executive’s employment with the Company, Executive shall report directly to the Chief Executive Officer of the Company (the “Reporting Officer”). Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive’s position. Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time to time.

2A.    TERM. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. This Agreement shall automatically be renewed for successive one-year periods (ending on each anniversary of the Effective Date) unless one party hereto provides written notice to the other, at least ninety (90) days prior to the end of the then current one-year employment period, that it elects not to extend this Agreement, which notice shall be irrevocable (any such notice, a “Non-Renewal Notice”). The period beginning on the Effective Date and ending on the first anniversary hereof or, if the Agreement is renewed pursuant to the prior sentence, the last day of the last one-year renewal period, shall be referred to hereinafter as the “Term.” Notwithstanding any other provision in this Agreement to the contrary, Executive’s employment with the Company is “at will” and may be terminated at any time for any reason or no reason, with or without cause, by the Company or Executive. Executive’s rights to payments upon certain termination of employment is governed by Section 1 of the Standard Terms and Conditions attached hereto.

3A.    COMPENSATION.

(a)    BASE SALARY. During the period that Executive is employed with the Company hereunder, the Company shall pay Executive an annual base salary of $350,000 (the

“Base Salary”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time, but no less often than monthly). The Base Salary may be increased from time to time in the discretion of the Company. For all purposes under this Agreement, the term “Base Salary” shall refer to the Base Salary as in effect from time to time.

(b)    DISCRETIONARY BONUS. During the period that Executive is employed with the Company hereunder, Executive shall be eligible to receive discretionary annual bonuses (payable at the same time as bonuses of other executives at the Company, but in no event later than March 15 of the year following the year with respect to which such bonuses are payable). The target amount of the annual bonuses shall be equal to 60% of Executive’s Base Salary, with the actual amount (which could be less or greater than the target amount above), if any, in all cases to be determined by the Compensation Committee of the Board, in consultation with the Reporting Officer. Executive’s target bonus for the year ended December 31, 2016 shall be $175,000, and shall not be subject to proration.

(c)    EQUITY AWARDS. On the Effective Date, Executive shall be granted, under and subject to the provisions of the Match Group, Inc. 2015 Stock and Annual Incentive Plan (the “2015 Plan”), (i) options to acquire 250,000 shares of common stock of the Company, with an exercise price equal to the fair market value of a share of common stock of the Company on the Effective Date and vesting in four equal annual installments commencing on the first anniversary of the Effective Date; and (ii) restricted stock units of the Company, with a fair market value on the Effective Date of $150,000 and vesting in three equal annual installments commencing on the first anniversary of the Effective Date. The other terms and conditions of the option awards will be governed by award notices and related terms and conditions and the 2015 Plan, copies of which have been furnished to Executive. Executive shall be eligible for future grants of equity awards by the Company from time to time during the Term, as determined by the Compensation Committee of the Board.

(d)    BENEFITS. From the Effective Date through the date of termination of Executive’s employment with the Company for any reason, Executive shall be entitled to participate in any welfare, health and life insurance and pension benefit as may be adopted from time to time by the Company on the same basis as that provided to similarly situated executives of the Company. Without limiting the generality of the foregoing, Executive shall be entitled to the following benefits:

(i)Reimbursement for Business Expenses. During the period that Executive is employed with the Company hereunder, the Company shall reimburse Executive for all reasonable, necessary and documented expenses incurred by Executive in performing Executive’s duties for the Company, on the same basis as similarly situated employees generally and in accordance with the Company’s policies as in effect from time to time; and

(ii)Vacation. During the period that Executive is employed with the Company hereunder, Executive shall be entitled to paid vacation each year, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated senior

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executives of the Company generally (but in any event, no less than four weeks per calendar year).

4A.    NOTICES. All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested, or by hand delivery, overnight delivery by a nationally recognized carrier, facsimile transmission or PDF, in each case to the applicable address set forth below (or, if by facsimile transmission or PDF, to a facsimile transmission number or email account provided by the other party), and any such notice is deemed effectively given when received by the recipient (or if receipt is refused by the recipient, when so refused):

If to the Company:        Match Group, Inc.                    8300 Douglas Avenue                    Suite 800

Dallas, TX 75225

Attention: Chief Financial Officer

If to Executive: At the most recent address for Executive on file at the Company.

Either party may change such party’s address for notices by notice duly given pursuant hereto.

5A.    GOVERNING LAW; JURISDICTION. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of Texas without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of Texas, or an appropriate Texas state court located in Dallas County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

6A.    COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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7A.    STANDARD TERMS AND CONDITIONS. Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Executive has executed and delivered this Agreement on June 23, 2016.

Match Group, Inc./s/ GARY SWIDLER
By:     Gary Swidler
Title:     Chief Financial Officer

/s/ JARED SINE

Jared Sine

STANDARD TERMS AND CONDITIONS

1.TERMINATION OF EXECUTIVE’S EMPLOYMENT.

(a)DEATH. In the event Executive’s employment hereunder is terminated by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s Base Salary through the end of the month in which death occurs and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).

(b)DISABILITY. If, as a result of Executive’s incapacity due to physical or mental illness (“Disability”), Executive shall have been absent from the full time performance of Executive’s duties with the Company for a period of four (4) consecutive months and, within thirty (30) days after written notice of a pending termination for Disability is provided to Executive by the Company (in accordance with Section 4A hereof), Executive shall not have been able to return to the full time performance of Executive’s duties, Executive’s employment under this Agreement may be terminated by the Company for Disability. During any period prior to such termination during which Executive is absent from the full-time performance of Executive’s duties with the Company due to Disability, the Company shall continue to pay Executive’s Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company. Upon termination of Executive’s employment due to Disability, the Company shall pay Executive within thirty (30) days of such termination in a lump sum in cash (i) Executive’s Base Salary through the end of the month in which termination occurs, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company; and (ii) any Accrued Obligations.

(c)TERMINATION FOR CAUSE; RESIGNATION BY EXECUTIVE WITHOUT GOOD REASON. Upon the termination of Executive’s employment by the Company for Cause (as defined below) or by Executive without Good Reason (as defined below), the Company shall have no further obligation hereunder, except for the payment of any Accrued Obligations. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to the Company; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the continued willful failure to perform or gross neglect by Executive of the material duties required by this Agreement; or (v) a material violation by Executive of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; provided, that in the case of conduct described in clauses (iii), (iv) or (v) above which is capable of being cured, Executive shall have a period of ten (10) days after Executive is provided with written notice (specifying in reasonable detail the acts or omissions believed to constitute Cause and the steps necessary to remedy such condition, if curable) in which to cure, which such notice specifically identifies the

breach, the nature of the willful or gross neglect or the violation that the Company believes constitutes Cause.

(d)TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR RESIGNATION BY EXECUTIVE FOR GOOD REASON. If Executive’s employment hereunder is terminated prior to the expiration of the Term by the Company for any reason other than Executive’s death or Disability or for Cause, or if Executive terminates his employment hereunder prior to the expiration of the Term for Good Reason, then:

(i)the Company shall pay to Executive an amount equal to the Base Salary that would have been paid to Executive for the twelve (12) months from the date of such termination if Executive had remained employed during such period in the time and manner set forth below; and

(ii)the Company shall pay Executive within thirty (30) days of the date of such termination in a lump sum in cash any Accrued Obligations.

The payment to Executive of the severance benefits described in Section 1(d)(i) shall be subject to Executive’s execution and non-revocation of a general release of the Company and its affiliates, in a form substantially similar to that used for similarly situated executives of the Company and its affiliates, such general release to be executed and promptly delivered to the Company (and in no event later than twenty-one (21) days following the date of termination of Executive’s employment with the Company, or such longer period as may be required by applicable law) and Executive’s compliance with the restrictive covenants set forth in Section 2 hereof. Any severance benefits due to Executive pursuant to Section 1(d)(i) shall be paid in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time, but no less often than monthly) over the course of the twelve (12) month period beginning on the first business day of the second month following the month in which Executive’s Separation from Service (as such term is defined in paragraph 7) took place.

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s prior written consent: (A) a material reduction in Executive’s Base Salary, (B) a material reduction in Executive’s title, duties or level of responsibilities as compared to those existing as of the Effective Date, excluding for this purpose any such reduction that is an isolated and inadvertent action not taken in bad faith, but including any circumstances under which the Company is no longer publicly traded and is controlled by another company, (C) a material and adverse change in reporting structure such that Executive is no longer reporting directly to the Reporting Officer or (D) the relocation of Executive’s principal place of employment outside of the Dallas, Texas metropolitan area; provided that in no event shall Executive’s resignation be for “Good Reason” unless (x) an event or circumstance set forth in clauses (A), (B), (C) or (D) shall have occurred and Executive provides the Company with written notice thereof within thirty (30) days after Executive has initial knowledge of the occurrence or existence of such event or circumstance, which notice specifically identifies the

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event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within thirty (30) days after the receipt of such notice, and (z) Executive resigns within ninety (90) days after the date of delivery of the notice referred to in clause (x) above.

(e)OFFSET. If Executive obtains other employment during the period of time in which the Company is required to make payments to Executive pursuant to Section 1(d)(i) above, the amount of any such remaining payments or benefits to be provided to Executive shall be reduced by the amount of compensation and benefits earned by Executive from such other employment through the end of such period. For purposes of this Section 1(e), Executive shall have an obligation to inform the Company regarding Executive’s employment status following termination and during the period of time in which the Company is making payments to Executive under Section 1(d)(i) above.

(f)ACCRUED OBLIGATIONS. As used in this Agreement, “Accrued Obligations” shall mean the sum of (i) any portion of Executive’s accrued but unpaid Base Salary through the date of death or termination of employment for any reason, as the case may be; (ii) any compensation previously earned but deferred by Executive (together with any interest or earnings thereon) that has not yet been paid and that is not otherwise to be paid at a later date pursuant to the executive deferred compensation plan of the Company, if any, and (iii) any reimbursements that Executive is entitled to receive under Section 3A(d)(i) of the Agreement.

(g)NON-RENEWAL. If the Company delivers a Non-Renewal Notice to Executive then, provided Executive’s employment hereunder continues through the expiration date then in effect, effective as of such expiration date, Executive’s employment with the Company automatically will terminate and the Company and Executive shall have the same rights and obligations hereunder as they would if the Company had terminated Executive’s employment hereunder at the end of the Term for any reason other than Executive’s death, Disability or for Cause.

2.CONFIDENTIAL INFORMATION; NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.

(a)CONFIDENTIALITY. Executive acknowledges that, while employed by the Company, Executive will occupy a position of trust and confidence. The Company, its subsidiaries and/or affiliates shall provide Executive with “Confidential Information” as referred to below. Executive shall not, except as may be required to perform Executive’s duties hereunder or as required by applicable law, without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, whether directly or indirectly, any Confidential Information regarding the Company and/or any of its subsidiaries and/or affiliates.

“Confidential Information” shall mean information about the Company or any of its subsidiaries or affiliates, and their respective businesses, employees, consultants, contractors, clients and customers that is not disclosed by the Company or any of its subsidiaries or affiliates for financial reporting purposes or otherwise generally made available to the public (other than by Executive’s breach of the terms hereof) and that was learned or developed by Executive in

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the course of employment by the Company or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company and its subsidiaries or affiliates, and that such information gives the Company and its subsidiaries or affiliates a competitive advantage. Executive agrees to deliver or return to the Company, at the Company’s request at any time or upon termination or expiration of Executive’s employment or as soon thereafter as possible, all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company and its subsidiaries or affiliates or prepared by Executive in the course of Executive’s employment by the Company and its subsidiaries or affiliates. As used in this Agreement, “subsidiaries” and “affiliates” shall mean any company controlled by, controlling or under common control with the Company. As of the date hereof, Expedia, Inc. and its subsidiaries are not “affiliates” of the Company.

(b)NON-COMPETITION. In consideration of this Agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Executive, Executive hereby agrees and covenants that, during Executive’s employment with the Company and for a period of (12) twelve months thereafter, Executive shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. For purposes of this Section 2(b), (i) a “Competitive Activity” means any business or other endeavor involving products or services that are the same or similar to products or services that any business of the Company is engaged in providing as of the date hereof or at any time during the Term (the “Company Products or Services”), provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Group Products or Services; and (ii) Executive shall be considered to have become “associated with a Competitive Activity” if Executive becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity.

Notwithstanding anything else in this Section 2(b), Executive may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of anypublicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System if Executive is not otherwise affiliated with such corporation. Executive acknowledges that Executive’s covenants under this Section 2(b) are a material inducement to the Company’s entering into this Agreement.

(c)NON-SOLICITATION OF EMPLOYEES. Executive recognizes that he will possess Confidential Information about other employees, consultants and contractors of the Company and its subsidiaries and affiliates relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and

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customers of the Company and its subsidiaries and affiliates. Executive recognizes that the information he will possess about these other employees, consultants and contractors is not generally known, is of substantial value to the Company and its subsidiaries and affiliates in developing their respective businesses and in securing and retaining customers, and will be acquired by Executive because of Executive’s business position with the Company. Executive agrees that, during Executive’s employment with the Company, and for a period of twelve (12) months thereafter, Executive will not, directly or indirectly, solicit, recruit or hire any employee of the Company and/or any of its subsidiaries and/or affiliates (or any individual who was an employee of the Company or any of its subsidiaries and/or affiliates at any time during the six (6) months prior to such act of hiring, solicitation or recruitment) for the purpose of being employed by Executive or by any business, individual, partnership, firm, corporation or other entity on whose behalf Executive is acting as an agent, representative or employee and that Executive will not convey any such Confidential Information or trade secrets about employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of Executive’s duties hereunder. Notwithstanding the foregoing, Executive is not precluded from soliciting or hiring any individual who (i) responds to any public advertisement or general solicitation or (ii) has resigned or been terminated by the Company at least six (6) months prior to the solicitation.

(d)NON-SOLICITATION OF BUSINESS PARTNERS. During Executive’s employment with the Company, and for a period of twelve (12) months thereafter, Executive shall not, without the prior written consent of the Company, persuade or encourage any business partners or business affiliates of (i) the Company and/or (ii) any of its subsidiaries and/or affiliates with whom Executive has direct contact during his employment with the Company, in each case, to cease doing business with the Company or any of its subsidiaries and/or affiliates or to engage in any business competitive with the Company and/or its subsidiaries and/or affiliates.

(e)PROPRIETARY RIGHTS; ASSIGNMENT. All Employee Developments (defined below) shall be considered works made for hire by Executive for the Company or, as applicable, its subsidiaries or affiliates, and Executive agrees that all rights of any kind in any Employee Developments belong exclusively to the Company. In order to permit the Company to exploit such Employee Developments, Executive shall promptly and fully report all such Employee Developments to the Company. Except in furtherance of his obligations as an employee of the Company, Executive shall not use or reproduce any portion of any record associated with any Employee Development without prior written consent of the Company or, as applicable, its subsidiaries or affiliates. Executive agrees that in the event actions of Executive are required to ensure that such rights belong to the Company under applicable laws, Executive will cooperate and take whatever such actions are reasonably requested by the Company, whether during or after the Term, and without the need for separate or additional compensation. “Employee Developments” means any idea, know-how, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work of authorship, whether developed, conceived or reduced to practice during the period of employment, that: (i) concerns or relates to the actual or anticipated business, research or development activities, or operations of the Company or any of its subsidiaries or affiliates, (ii) results from or is suggested by any undertaking assigned to Executive or work performed by Executive for or on behalf of the Company or any of its subsidiaries or affiliates, whether created

5

alone or with others, during or after working hours, or (iii) uses, incorporates or is based on Company equipment, supplies, facilities, trade secrets or inventions of any form or type. All Confidential Information and all Employee Developments are and shall remain the sole property of the Company or any of its subsidiaries or affiliates. Executive shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent Executive may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, Executive hereby assigns and covenants to assign to the Company all such proprietary rights without the need for a separate writing or additional compensation. Executive shall, both during and after the Term, upon the Company’s request, promptly execute, acknowledge, and deliver to the Company all such assignments, confirmations of assignment, certificates, and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

(f)COMPLIANCE WITH POLICIES AND PROCEDURES. During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the Company’s Policies and Procedures as they may exist and be made known to the Executive by the Company from time to time.

(g)SURVIVAL OF PROVISIONS. The obligations contained in this Section 2 shall, to the extent provided in this Section 2, survive the termination or expiration of Executive’s employment with the Company and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement. If it is determined by a court of competent jurisdiction that any restriction in this Section 2 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by applicable law.

3.TERMINATION OF PRIOR AGREEMENTS. This Agreement, together with any agreements referenced herein, constitutes the entire agreement between the parties and, as of the Effective Date, terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement. Executive acknowledges and agrees that neither the Company nor anyone acting on its behalf has made, and is not making, and in executing this Agreement, Executive has not relied upon, any representations, promises or inducements except to the extent the same is expressly set forth in this Agreement.

4.ASSIGNMENT; SUCCESSORS. This Agreement is personal in its nature and none of the parties hereto shall, without the consent of the others, assign or transfer this Agreement or any rights or obligations hereunder; provided, that the Company may assign this Agreement to, or allow any of its obligations to be fulfilled by, or take actions through, any affiliate of the Company and, in the event of the merger, consolidation, transfer, or sale of all or substantially all of the assets of the Company (a “Transaction”) with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the

6

benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder, and in the event of any such assignment or Transaction, all references herein to the “Company” shall refer to the Company’s assignee or successor hereunder.

5.WITHHOLDING. The Company shall make such deductions and withhold such amounts from each payment and benefit made or provided to Executive hereunder, as may be required from time to time by applicable law, governmental regulation or order.

6.WAIVER; MODIFICATION. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

7.SECTION 409A OF THE INTERNAL REVENUE CODE.

(a)This Agreement is not intended to constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder (“Section 409A”).  It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty or interest under Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.

(b)For purposes of this Agreement, a “Separation from Service” occurs when Executive dies, retires or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(c)If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s Separation from Service, Executive shall not be entitled to any payment or benefit pursuant to clause (i) of Section 1(d) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of Executive’s death. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s Separation from Service that are not so paid by reason of this Section 6(b) shall be paid (without interest) as soon as practicable after the date that is six (6) months after Executive’s Separation from Service (or, if earlier, as soon as practicable after the date of Executive’s death).

(d)To the extent that any reimbursement pursuant to this Agreement is taxable to Executive, Executive shall provide the Company with documentation of the related expenses promptly so as to facilitate the timing of the reimbursement payment contemplated by this

7

paragraph, and any reimbursement payment due to Executive pursuant to such provision shall be paid to Executive on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. Such reimbursement obligations pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits that Executive receives in one taxable year shall not affect the amount of such benefits that Executive receives in any other taxable year.

(e)In no event shall the Company be required to pay Executive any “gross-up” or other payment with respect to any taxes or penalties imposed under Section 409A with respect to any benefit paid to Executive hereunder. The Company agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of any benefit to Executive hereunder being subject to Section 409A, provided that Executive shall, if requested, reimburse the Company for any incremental costs (other than incidental costs) associated with taking such steps. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A.

8.HEADING REFERENCES. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. References to “this Agreement” or the use of the term “hereof” shall refer to these Standard Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.

9.REMEDIES FOR BREACH.

(a)Executive expressly agrees and understands that Executive will notify the Company in writing of any alleged breach of this Agreement by the Company, and the Company will have thirty (30) days from receipt of Executive’s notice to cure any such breach. Executive expressly agrees and understands that in the event of any termination of Executive’s employment by the Company during the Term, the Company’s contractual obligations to Executive shall be fulfilled through compliance with its obligations under Section 1 of the Standard Terms and Conditions.

(b)Executive expressly agrees and understands that the remedy at law for any breach by Executive of Section 2 of the Standard Terms and Conditions will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms. Accordingly, it is acknowledged that, upon Executive’s violation of any provision of such Section 2, the Company shall be entitled to obtain from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as well as an equitable accounting of all profits or benefits arising out of such violation. Nothing in this Agreement shall be deemed to limit the Company’s remedies at law or in equity for any breach by Executive of any of the provisions of this Agreement, including Section 2, which may be pursued by or available to the Company.

10.SEVERABILITY. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this

8

Agreement that do not violate any law or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement.

11.     INDEMNIFICATION. The Company shall indemnify and hold Executive harmless for acts and omissions in Executive’s capacity as an officer, director or employee of the Company to the maximum extent permitted under applicable law; provided, however, that neither the Company nor any of its subsidiaries and affiliates shall indemnify Executive for any losses incurred by Executive as a result of acts described in Section 1(c) of the Standard Terms and Conditions of this Agreement.

[The Signature Page Follows]

9

ACKNOWLEDGED AND AGREED:
Date: June 23, 2016

Match Group, Inc./s/ GARY SWIDLER
By:     Gary Swidler
Title: Chief Financial Officer

/s/ JARED SINE

Jared Sine

EX-31.1

Exhibit 31.1

Certification

I, Gregory R. Blatt, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2016 of Match Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:	November 7, 2016	/s/ GREGORY R. BLATT
		Gregory R. Blatt Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Gary Swidler, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2016 of Match Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated:	November 7, 2016	/s/ GARY SWIDLER
		Gary Swidler Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory R. Blatt, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.

Dated:	November 7, 2016	/s/ GREGORY R. BLATT
		Gregory R. Blatt Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary Swidler, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.

Dated:	November 7, 2016	/s/ GARY SWIDLER
		Gary Swidler Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 28, 2016
Entity Registrant Name	Match Group, Inc.
Entity Central Index Key	0001575189
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock
Entity Common Stock, Shares Outstanding		44,660,423
Class B Common Stock
Entity Common Stock, Shares Outstanding		209,919,402
Class C Common Stock
Entity Common Stock, Shares Outstanding		0

XML

CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
ASSETS
Cash and cash equivalents	$ 231,154	$ 88,173
Marketable securities	0	11,622
Accounts receivable, net of allowance of $885 and $1,739, respectively	67,575	65,851
Other current assets	67,786	39,049
Total current assets	366,515	204,695
Property and equipment, net of accumulated depreciation and amortization of $83,315 and $70,644, respectively	67,280	48,067
Goodwill	1,311,626	1,292,775
Intangible assets, net of accumulated amortization of $42,110 and $23,232, respectively	261,524	276,408
Long-term investments	55,355	55,569
Other non-current assets	29,576	31,878
TOTAL ASSETS	2,091,876	1,909,392
LIABILITIES
Current maturities of long-term debt	0	40,000
Accounts payable	20,224	25,767
Deferred revenue	196,678	169,321
Accrued expenses and other current liabilities	145,621	118,556
Total current liabilities	362,523	353,644
Long-term debt, net of current maturities	1,215,546	1,176,871
Income taxes payable	8,720	9,670
Deferred income taxes	35,438	34,947
Other long-term liabilities	18,014	49,542
Redeemable noncontrolling interests	5,588	5,907
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock; $0.001 par value; authorized 500,000,000 shares; no shares issued and outstanding	0	0
Additional paid-in capital	470,343	404,771
Retained earnings	108,252	10,612
Accumulated other comprehensive loss	(132,803)	(136,820)
Total Match Group, Inc. shareholders' equity	446,047	278,811
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	2,091,876	1,909,392
Common Stock
SHAREHOLDERS' EQUITY
Common stock	45	38
Class B Common Stock
SHAREHOLDERS' EQUITY
Common stock	210	210
Class C Common Stock
SHAREHOLDERS' EQUITY
Common stock	$ 0	$ 0

XML

CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Accounts receivable, allowance	$ 885	$ 1,739
Property and equipment accumulated depreciation and amortization	83,315	70,644
Intangible assets accumulated amortization	$ 42,110	$ 23,232
Preferred Stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred Stock, authorized shares (in shares)	500,000,000	500,000,000
Preferred Stock, issued shares (in shares)	0	0
Preferred Stock, outstanding shares (in shares)	0	0
Common Stock
Common Stock, par value (in usd per share)	$ 0.001	$ 0.001
Common Stock, authorized shares (in shares)	1,500,000,000	1,500,000,000
Common Stock, issued shares (in shares)	44,644,294	38,343,333
Common Stock, outstanding shares (in shares)	44,644,294	38,343,333
Class B Common Stock
Common Stock, par value (in usd per share)	$ 0.001	$ 0.001
Common Stock, authorized shares (in shares)	1,500,000,000	1,500,000,000
Common Stock, issued shares (in shares)	209,919,402	209,919,402
Common Stock, outstanding shares (in shares)	209,919,402	209,919,402
Class C Common Stock
Common Stock, par value (in usd per share)	$ 0.001	$ 0.001
Common Stock, authorized shares (in shares)	1,500,000,000	1,500,000,000
Common Stock, issued shares (in shares)	0	0
Common Stock, outstanding shares (in shares)	0	0

XML

CONSOLIDATED AND COMBINED STATEMENT OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue	$ 316,447	$ 268,971	$ 902,849	$ 752,857
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	61,161	47,636	171,385	131,118
Selling and marketing expense	92,370	89,698	294,061	289,844
General and administrative expense	39,685	45,981	138,261	121,303
Product development expense	18,539	16,811	62,346	50,740
Depreciation	8,032	6,137	22,609	19,804
Amortization of intangibles	4,906	4,352	19,577	14,130
Total operating costs and expenses	224,693	210,615	708,239	626,939
Operating income	91,754	58,356	194,610	125,918
Interest expense—third party	(20,751)	0	(61,828)	0
Interest expense—related party	0	(2,318)	0	(6,879)
Other income, net	6,045	1,535	4,410	8,341
Earnings before income taxes	77,048	57,573	137,192	127,380
Income tax provision	(20,344)	(22,136)	(39,168)	(42,632)
Net earnings	56,704	35,437	98,024	84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(294)	(178)	(384)	42
Net earnings attributable to Match Group, Inc. shareholders	$ 56,410	$ 35,259	$ 97,640	$ 84,790
Net earnings per share attributable to Match Group, Inc. shareholders:
Basic (in usd per share)	$ 0.22	$ 0.21	$ 0.39	$ 0.52
Diluted (in usd per share)	$ 0.21	$ 0.20	$ 0.36	$ 0.49
Stock-based compensation expense by function:
Stock-based compensation expense	$ 11,145	$ 13,057	$ 41,341	$ 30,982
Cost of revenue
Stock-based compensation expense by function:
Stock-based compensation expense	378	133	1,093	342
Selling and marketing expense
Stock-based compensation expense by function:
Stock-based compensation expense	873	1,522	2,585	4,883
General and administrative expense
Stock-based compensation expense by function:
Stock-based compensation expense	7,719	10,096	26,570	22,076
Product development expense
Stock-based compensation expense by function:
Stock-based compensation expense	$ 2,175	$ 1,306	$ 11,093	$ 3,681

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CONSOLIDATED AND COMBINED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net earnings		$ 56,704	$ 35,437	$ 98,024	$ 84,748
Other comprehensive income (loss):
Change in foreign currency translation adjustment	[1]	1,086	(11,318)	7,045	(53,521)
Change in fair value of available-for-sale securities	[2]	0	(1,802)	(2,964)	2,176
Total other comprehensive income (loss)		1,086	(13,120)	4,081	(51,345)
Comprehensive income		57,790	22,317	102,105	33,403
Comprehensive (income) loss attributable to redeemable noncontrolling interests		(359)	(186)	(448)	235
Comprehensive income attributable to Match Group, Inc. shareholders		$ 57,431	$ 22,131	$ 101,657	$ 33,638

[1] The three and nine months ended September 30, 2015 include amounts reclassified out of other comprehensive income into earnings. See Note 7 - Accumulated Other Comprehensive Loss for additional information.

[2] The nine months ended September 30, 2016 includes unrealized gains reclassified out of other comprehensive income into earnings. See Note 4 - Marketable Securities and Note 7 - Accumulated Other Comprehensive Loss for additional information.

XML

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive (Loss) Income	Total Shareholders' Equity
Balance at the beginning of the period at Dec. 31, 2014						$ (78,048)
Balance at the end of the period at Sep. 30, 2015						(129,200)
Increase (Decrease) in Redeemable Noncontrolling Interests
Net earnings for period	$ (42)
Balance at the beginning of the period at Jun. 30, 2015						(116,072)
Balance at the end of the period at Sep. 30, 2015						(129,200)
Increase (Decrease) in Redeemable Noncontrolling Interests
Net earnings for period	178
Balance at the beginning of the period (in shares) at Dec. 31, 2015		38,343	209,919
Balance at the beginning of the period at Dec. 31, 2015		$ 38	$ 210	$ 404,771	$ 10,612	(136,820)	$ 278,811
Increase (Decrease) in Shareholders' Equity
Net earnings for period					97,640		97,640
Other comprehensive income, net of tax						4,017	4,017
Stock-based compensation expense				35,281			35,281
Issuance of common stock pursuant to stock-based awards, net of withholding taxes (in shares)		5,363
Issuance of common stock pursuant to stock-based awards, net of withholding taxes		$ 6		804			810
Issuance of common stock to IAC pursuant to the employee matters agreement		$ 1		(1)			0
Issuance of common stock to IAC pursuant to the employee matters agreement (in shares)		938
Income tax benefit related to stock-based awards				25,827			25,827
Adjustment of redeemable noncontrolling interests to fair value				(361)			(361)
Other				4,022			4,022
Balance at the end of the period (in shares) at Sep. 30, 2016		44,644	209,919
Balance at the end of the period at Sep. 30, 2016		$ 45	$ 210	470,343	108,252	(132,803)	446,047
Balance at the beginning of the period at Dec. 31, 2015	5,907
Increase (Decrease) in Redeemable Noncontrolling Interests
Net earnings for period	384
Other comprehensive income, net of tax	64
Purchase of redeemable noncontrolling interests	(1,129)
Adjustment of redeemable noncontrolling interests to fair value	361
Other	1
Balance at the end of the period at Sep. 30, 2016	5,588
Balance at the beginning of the period at Jun. 30, 2016						(133,824)
Balance at the end of the period (in shares) at Sep. 30, 2016		44,644	209,919
Balance at the end of the period at Sep. 30, 2016		$ 45	$ 210	$ 470,343	$ 108,252	$ (132,803)	$ 446,047
Increase (Decrease) in Redeemable Noncontrolling Interests
Net earnings for period	294
Balance at the end of the period at Sep. 30, 2016	$ 5,588

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CONSOLIDATED AND COMBINED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash flows from operating activities:
Net earnings	$ 98,024	$ 84,748
Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense	41,341	30,982
Depreciation	22,609	19,804
Amortization of intangibles	19,577	14,130
Excess tax benefits from stock-based awards	(25,929)	(31,285)
Deferred income taxes	(1,463)	(8,646)
Acquisition-related contingent consideration fair value adjustments	(2,723)	(11,479)
Other adjustments, net	(1,762)	(11,274)
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable	282	(25,116)
Other assets	(10,079)	(7,447)
Accounts payable and accrued expenses and other current liabilities	2	20,834
Income taxes payable	2,884	26,993
Deferred revenue	26,139	23,997
Net cash provided by operating activities	168,902	126,241
Cash flows from investing activities:
Acquisitions, net of cash acquired	(2,303)	(40,712)
Capital expenditures	(39,106)	(19,916)
Proceeds from the sale of a marketable security	11,716	0
Purchase of investment	(500)	0
Other, net	5,100	(8,402)
Net cash used in investing activities	(25,093)	(69,030)
Cash flows from financing activities:
Proceeds from bond offering	400,000	0
Principal payments on long-term debt	(410,000)	0
Debt issuance costs	(5,048)	0
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	467	0
Excess tax benefits from stock-based awards	25,929	31,285
Transfers from IAC in periods prior to the IPO	0	75,945
Purchase of redeemable noncontrolling interests	(1,129)	(557)
Acquisition-related contingent consideration payments	0	(5,510)
Other, net	(12,181)	0
Net cash (used in) provided by financing activities	(1,962)	101,163
Effect of exchange rate changes on cash and cash equivalents	1,134	(3,461)
Net increase in cash and cash equivalents	142,981	154,913
Cash and cash equivalents at beginning of period	88,173	127,630
Cash and cash equivalents at end of period	$ 231,154	$ 282,543

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Match Group, Inc. 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 LoveScout24 (formerly known as 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. Match Group has two operating segments: Dating and Non-dating.

Through the brands within our Dating business, we are a leading provider of membership-based and ad-supported dating products servicing North America, Western Europe and many other countries around the world. We provide these services through websites and applications that we own and operate. The Non-dating business consists of The Princeton Review, which provides a variety of educational test preparation, academic tutoring and college counseling services.

On November 24, 2015, the Company completed its initial public offering ("IPO") of 38.3 million shares of its common stock at a price of $12.00 per share for net proceeds of $428.3 million. At September 30, 2016, IAC/InterActiveCorp's ("IAC") ownership interest and voting interest in Match Group were 82.8% and 98.0%, respectively.

All references to "Match Group," the "Company," "we," "our," or "us" in this report are to Match Group, Inc.

Basis of Presentation and Consolidation

The Company prepares its consolidated and combined financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's financial statements were prepared on a consolidated basis beginning October 1, 2015 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization of the entities included in Match Group at the time of the IPO were not completed until October 1, 2015. The preparation of financial statements on a combined basis for periods prior thereto allows for the financial statements to be presented on a consistent basis for all periods presented. The combined financial statements reflect the results of operations and cash flows of Match Group's businesses since their respective dates of acquisition by IAC. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest.

The combined financial statements reflect the allocation to Match Group of certain IAC corporate expenses relating to Match Group based on the historical financial statements and accounting records of IAC through the date of the IPO. Management believes the assumptions underlying the historical combined financial statements, including the basis on which expenses have been allocated, are reasonable and that the consolidated and combined financial statements reflect all adjustments, consisting of normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated and combined financial statements should be read in conjunction with the consolidated and combined statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

For the purposes of these financial statements, income taxes have been computed for Match Group on an as if stand-alone, separate tax return basis.

All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair value of long-term investments; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the fair value of acquisition-related contingent consideration arrangements; the liabilities for uncertain tax positions; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU 2016-15 are effective for reporting periods beginning after December 15, 2017, including interim periods, and will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable; early adoption is permitted. The Company does not expect the adoption of this standard update to have a material impact on its consolidated financial statements; and is currently evaluating the method and timing of adoption.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payments Accounting (Topic 718). The update is intended to simplify existing guidance on various aspects of the accounting and presentation of employee share-based payments in financial statements, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted.

The primary effects of the adoption of ASU 2016-09 on the Company’s results of operations, cash flows and earnings per share will be due to the change in the treatment of the excess tax benefit (deficiency) related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units. The table below illustrates this effect.

Excess tax benefit (deficiency) of equity awards to employees upon exercise of stock options and the vesting of restricted stock units:	Accounting under current GAAP:	Accounting following adoption of ASU 2016-09:
Statement of operations	Treated as an increase (or decrease) to additional paid-in capital when realized (i.e., reduction of income taxes payable)	Included in the determination of the income tax provision or benefit upon option exercise or share vesting
Statement of cash flows	Treated as a financing cash flow	Treated as an operating cash flow
Calculation of fully diluted shares for the determination of earnings per share	Included as a component of the assumed proceeds in applying the treasury stock method	Excluded from the assumed proceeds in applying the treasury stock method

The expected effect of the adoption of ASU 2016-09 for the Company will be to increase reported net earnings (or reduce reported net loss) and increase operating cash flow and basic earnings per share (or reduce reported net loss per share). The number of shares used in the calculation of fully diluted earnings per share will also increase due to the reduction in assumed proceeds under the treasury stock method. The actual effect on fully diluted earnings per share could be an increase or a decrease in any period, which will depend upon the increase in reported earnings and the increase in the number of shares included in the fully diluted earnings per share calculation.

The Company will adopt the change in treatment of excess tax benefit (deficiency) as of January 1, 2017 using the modified retrospective approach with the cumulative effect recognized as of the date of initial adoption and will apply the provisions of ASU 2016-09 related to the presentation on the statement of cash flows using the prospective approach.

To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016.

	Reported results under current GAAP			Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016
	(In thousands, except per share data)
Net earnings	$	98,024		$	124,026
Net earnings attributable to noncontrolling interests	384			384
Net earnings attributable to Match Group, Inc. shareholders	97,640			123,642
Cash flows provided by operating activities	168,902			194,831
Cash flows used in financing activities	(1,962		)	(27,891		)
Basic earnings per share	$	0.39		$	0.49
Fully diluted earnings per share	$	0.36		$	0.45

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and in August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Together, this guidance requires that deferred debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, while debt issuance costs related to line-of-credit arrangements may still continue to be classified as assets. The Company adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 and applied the provisions retrospectively, resulting in $16.6 million of deferred debt issuance costs being reclassified from other non-current assets to long-term debt, net of current maturities, in the accompanying December 31, 2015 consolidated balance sheet.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU 2014-09 may either be applied retrospectively to each prior period presented or using the modified retrospective approach with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. The Company will adopt this standard using the modified retrospective approach effective January 1, 2018.

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INCOME TAXES

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Match Group is a member of IAC's consolidated federal and state income tax returns. In all periods presented, current income tax provision and deferred income tax benefit have been computed for Match Group on an as if stand-alone, separate return basis. Match Group's payments to IAC for its share of IAC's consolidated federal and state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated and combined statement of cash flows.

At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of beginning-of-the-year deferred tax assets in future years or the liabilities for uncertain tax positions is recognized in the interim period in which the change occurs.

The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.

For the three months ended September 30, 2016, the Company recorded an income tax provision of $20.3 million which represents an effective income tax rate of 26%. The effective tax rate for the three months ended September 30, 2016 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and the non-taxable gain on contingent consideration fair value adjustments. For the nine months ended September 30, 2016, the Company recorded an income tax provision of $39.2 million which represents an effective income tax rate of 29%. The effective tax rate for the nine months ended September 30, 2016 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates. For the three months ended September 30, 2015, the Company recorded an income tax provision of $22.1 million, which represents an effective income tax rate of 38%. The effective tax rate for the three months ended September 30, 2015 is higher than the statutory rate of 35% due primarily to state taxes. For the nine months ended September 30, 2015, the Company recorded an income tax provision of $42.6 million, which represents an effective income tax rate of 33%. The effective rate for the nine months ended September 30, 2015 is lower than the statutory rate of 35% due principally to the non-taxable gain on contingent consideration fair value adjustments, partially offset by state taxes.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At September 30, 2016 and December 31, 2015, the Company had accrued $1.4 million and $1.3 million, respectively, for the payment of interest. At September 30, 2016 and December 31, 2015, the Company has accrued $1.7 million and $1.8 million, respectively, for penalties.

Match Group 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 tax returns and consolidated tax returns with IAC. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service is currently auditing IAC's federal income tax returns for the years ended December 31, 2010 through 2012, which includes the operations of Match Group. The statute of limitations for the years 2010 through 2012 has been extended to March 31, 2017. Various other jurisdictions are open to examination for tax years beginning with 2009. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon the resolution of audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known.

At September 30, 2016 and December 31, 2015, unrecognized tax benefits, including interest, were $24.7 million and $26.2 million, respectively. At September 30, 2016 and December 31, 2015, approximately $15.7 million and $16.4 million, respectively, were included in unrecognized tax benefits for tax positions included in IAC's consolidated tax return filings. If unrecognized tax benefits at September 30, 2016 are subsequently recognized, $24.3 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2015 was $25.8 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $6.8 million within twelve months of September 30, 2016, primarily due to expirations of statutes of limitations.

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BUSINESS COMBINATION

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

BUSINESS COMBINATION

BUSINESS COMBINATION

On October 28, 2015, the Company completed the purchase of all the outstanding shares of Plentyoffish Media Inc. ("PlentyOfFish"), a leading provider of subscription-based and ad-supported online personals servicing North America, Europe, Latin America and Australia. Services are provided through websites and mobile applications that PlentyOfFish owns and operates. The purchase price was $574.1 million in cash and is net of a $0.9 million working capital adjustment paid to the Company in the second quarter of 2016. The financial results of PlentyOfFish are included in Match Group's consolidated financial statements, within the Dating segment, beginning October 28, 2015.

The unaudited pro forma financial information in the table below presents the combined results of Match Group and PlentyOfFish as if the acquisition of PlentyOfFish had occurred on January 1, 2015. The pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the acquisition actually occurred on January 1, 2015. For the three and nine months ended September 30, 2015, pro forma adjustments reflected below include decreases to revenue of $0.6 million and $9.0 million, respectively, related to the write-off of deferred revenue at the date of acquisition and increases of $3.7 million and $12.7 million, respectively in amortization of intangible assets.

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	(In thousands, except  per share data)
Revenue	$	290,730	$	806,127
Net earnings attributable to Match Group, Inc. shareholders	$	40,451	$	94,219
Basic earnings per share attributable to Match Group, Inc. shareholders	$	0.19	$	0.46
Diluted earnings per share attributable to Match Group, Inc. shareholders	$	0.19	$	0.44

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MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2016

Long-term Investments [Abstract]

MARKETABLE SECURITIES

MARKETABLE SECURITIES

At December 31, 2015, marketable securities consisted of an equity security that had a cost basis of $8.7 million, with gross unrealized gains of $3.0 million which was included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. This marketable security was sold in its entirety in the second quarter of 2016. Proceeds and gross realized gains from the sale of available-for-sale marketable securities were $11.7 million and $3.1 million, respectively, for the nine months ended September 30, 2016.

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

• Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.

• Level 2: Other inputs, which are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data.

• Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

	September 30, 2016
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	51,812	$	—	$	—		$	51,812
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(29,935	)	$	(29,935	)

	December 31, 2015
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	3,649	$	—	$	—		$	3,649
Marketable securities:
Equity security	11,622		—		—			11,622
Total	$	15,271	$	—	$	—		$	15,271
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(28,993	)	$	(28,993	)

The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30,
	2016			2015
	Contingent Consideration Arrangements
	(In thousands)
Balance at July 1	$	(34,732	)	$	(27,240	)
Total net gains (losses):
Fair value adjustments	5,129			(755		)
Included in other comprehensive loss	(332		)	(578		)
Balance at September 30	$	(29,935	)	$	(28,573	)

	Nine Months Ended September 30,
	2016			2015
	Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	(28,993	)	$	(20,615	)
Total net gains (losses):
Fair value adjustments	2,723			11,479
Foreign currency exchange gains	—			626
Included in other comprehensive (loss) income	(5,613		)	1,539
Fair value at date of acquisition	1,948			(27,112		)
Settlements	—			5,510
Balance at September 30	$	(29,935	)	$	(28,573	)

Contingent consideration arrangements

As of September 30, 2016, there are five contingent consideration arrangements related to business acquisitions. The maximum contingent payments related to these arrangements is $97.6 million. The Company expects to make payments on two of the five contingent consideration arrangements and the aggregate fair value of these two arrangements at September 30, 2016 is $29.9 million.

The contingent consideration arrangements are based upon earnings performance and/or operating metrics such as monthly active users. The Company determines the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, if the arrangement is long-term in nature, applying a discount rate, that appropriately captures the risks associated with the obligation to determine the net amount reflected in the financial statements. The number of scenarios in the probability-weighted analyses can vary; generally, more scenarios are prepared for longer duration and more complex arrangements. At September 30, 2016 and December 31, 2015, the fair values of the contingent consideration arrangements outstanding, two in 2016 and one in 2015, reflect a 12% discount rate.

The fair values of the contingent consideration arrangements are sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in “General and administrative expense” in the accompanying consolidated and combined statement of operations. The contingent consideration arrangement liability at September 30, 2016 and December 31, 2015 includes a current portion of $29.7 million and $0, respectively, and non-current portion of $0.2 million and $29.0 million, respectively, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.

Assets measured at fair value on a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Cost method investments

At September 30, 2016 and December 31, 2015, the carrying values of the Company's investments accounted for under the cost method totaled $55.4 million and $55.6 million, respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so.

Financial instruments measured at fair value only for disclosure purposes

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes.

	September 30, 2016						December 31, 2015
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Current maturities of long-term debt	$	—		$	—		$	(40,000	)	$	(39,850	)
Long-term debt, net of current maturities	(1,215,546		)	(1,305,437		)	(1,176,871		)	(1,204,548		)

The fair value of long-term debt including current maturities is estimated using market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity, which are Level 3 inputs.

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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt consists of:

	September 30, 2016		December 31, 2015
	(In thousands)
6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016	$	400,000	$	—
6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016	445,172		445,172
Term Loan due November 16, 2022 (a)	390,000		800,000
Total long-term debt	1,235,172		1,245,172
Less: Current maturities of long-term debt	—		40,000
Less: Unamortized original issue discount and original issue premium, net	5,100		11,691
Less: Unamortized debt issuance costs	14,526		16,610
Total long-term debt, net of current maturities	$	1,215,546	$	1,176,871

________________________

^(a) The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes.

Senior Notes:

The 2016 Senior Notes were issued on June 1, 2016. The proceeds of $400 million were used to repay a portion of indebtedness outstanding under the Term Loan. At any time prior to June 1, 2019, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

Year	Percentage
2019	104.781	%
2020	103.188	%
2021	101.594	%
2022 and thereafter	100.000	%

The 2015 Senior Notes were issued on November 16, 2015, in exchange for a portion of IAC's 4.75% Senior Notes due December 15, 2022 (the "IAC 2012 Senior Notes") (the "Match Exchange Offer"). Promptly following the Match Exchange Offer, the Company and its subsidiaries were designated as unrestricted subsidiaries of IAC for purposes of the indentures governing the IAC 4.875% Senior Notes due November 30, 2018, the IAC 2012 Senior Notes and the IAC Credit Facility.Following this designation, neither Match Group nor any of its subsidiaries guarantee any debt of IAC, or are subject to any of the covenants related to such debt.

The indentures governing the 2016 and 2015 Senior Notes contain covenants that would limit the Company's ability to pay dividends or to make distributions and repurchase or redeem Match Group stock in the event a default has occurred or Match Group's leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0. At September 30, 2016, there were no limitations pursuant thereto. There are additional covenants that limit the ability of the Company and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event the Company is not in compliance with the financial ratio set forth in the indenture, and (ii) incur liens, enter into agreements restricting the ability of the Company's subsidiaries to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets.

Term Loan and Credit Facility:

On November 16, 2015, under a credit agreement (the "Credit Agreement"), the Company borrowed $800 million in the form of a term loan (the "Term Loan"). On March 31, 2016, the Company made a $10 million principal payment on the Term Loan. In addition, on June 1, 2016, the $400 million in proceeds from the 2016 Senior Notes were used to repay a portion of the Term Loan. The remaining principal balance at September 30, 2016 of $390 million is due at maturity. The Term Loan provides for additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the Credit Agreement. The Term Loan bears interest, at our option, at a base rate or LIBOR, plus 3.50% or 4.50%, respectively, and in the case of LIBOR, a floor of 1.00%. Interest payments are due at least semi-annually through the term of the loan.

The Company has a $500 million revolving credit facility (the "Credit Facility") that expires on October 7, 2020. At September 30, 2016 and December 31, 2015, there were no outstanding borrowings under the Credit Facility. The annual commitment fee on undrawn funds based on the current leverage ratio is 30 basis points. Borrowings under the Credit Facility bear interest, at the Company's option, at a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on the Company's consolidated net leverage ratio. The terms of the Credit Facility require the Company to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0.

There are additional covenants under the Credit Facility and the Term Loan that limit the ability of the Company and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. While the Term Loan remains outstanding, these same covenants under the Credit Agreement are more restrictive than the covenants that are applicable to the Credit Facility. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain Match Group wholly-owned domestic subsidiaries, and are also secured by the stock of certain Match Group domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the 2016 and 2015 Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings:

	Three Months Ended September 30, 2016
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security		Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at July 1	$	(133,824	)	$	—	$	(133,824	)
Other comprehensive income	1,021			—		1,021
Net current period other comprehensive income	1,021			—		1,021
Balance at September 30	$	(132,803	)	$	—	$	(132,803	)

	Three Months Ended September 30, 2015
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at July 1	$	(118,802	)	$	2,730		$	(116,072	)
Other comprehensive loss before reclassifications	(9,135		)	(1,802		)	(10,937		)
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business	(2,191		)	—			(2,191		)
Net period other comprehensive loss	(11,326		)	(1,802		)	(13,128		)
Balance at September 30	$	(130,128	)	$	928		$	(129,200	)

	Nine Months Ended September 30, 2016
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at January 1	$	(139,784	)	$	2,964		$	(136,820	)
Other comprehensive income before reclassifications	6,981			94			7,075
Gain on sale of available-for-sale security reclassified into earnings	—			(3,058		)	(3,058		)
Net current period other comprehensive income (loss)	6,981			(2,964		)	4,017
Balance at September 30	$	(132,803	)	$	—		$	(132,803	)

	Nine Months Ended September 30, 2015
	Foreign Currency Translation Adjustment			Unrealized (Loss) Gain On Available-For-Sale Security			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at January 1	$	(76,800	)	$	(1,248	)	$	(78,048	)
Other comprehensive (loss) income before reclassifications	(51,137		)	2,176			(48,961		)
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business	(2,191		)	—			(2,191		)
Net period other comprehensive (loss) income	(53,328		)	2,176			(51,152		)
Balance at September 30	$	(130,128	)	$	928		$	(129,200	)

At both September 30, 2016 and 2015, there was no tax benefit or provision on the accumulated other comprehensive loss.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:

	Three Months Ended September 30,
	2016						2015
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator
Net earnings	$	56,704		$	56,704		$	35,437		$	35,437
Net earnings attributable to redeemable noncontrolling interests	(294		)	(294		)	(178		)	(178		)
Net earnings attributable to Match Group, Inc. shareholders	$	56,410		$	56,410		$	35,259		$	35,259
Denominator
Basic weighted average common shares outstanding	253,176			253,176			168,313			168,313
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b)	—			16,848			—			8,046
Dilutive weighted average common shares outstanding	253,176			270,024			168,313			176,359
Earnings per share attributable to Match Group, Inc. shareholders:
Earnings per share	$	0.22		$	0.21		$	0.21		$	0.20

	Nine Months Ended September 30,
	2016						2015
	Basic			Diluted			Basic		Diluted
	(In thousands, except per share data)
Numerator
Net earnings	$	98,024		$	98,024		$	84,748	$	84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(384		)	(384		)	42		42
Net earnings attributable to Match Group, Inc. shareholders	$	97,640		$	97,640		$	84,790	$	84,790
Denominator
Basic weighted average common shares outstanding	250,316			250,316			163,733		163,733
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b)	—			18,394			—		8,449
Dilutive weighted average common shares outstanding	250,316			268,710			163,733		172,182
Earnings per share attributable to Match Group, Inc. shareholders:
Earnings per share	$	0.39		$	0.36		$	0.52	$	0.49

________________________

^(a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity and stock options or vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2016, 0.4 million and 11.2 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015, all potentially dilutive securities were included in the calculation of diluted earnings per share because they were dilutive.

^(b) Market-based awards and performance-based stock options ("PSOs") and units (“PSUs”) are considered contingently issuable shares. Market-based awards, PSOs and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based award, PSOs and PSUs are dilutive for the respective reporting periods. For the three and nine months ended September 30, 2016, 7.1 million market-based awards, PSOs and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

The Company has two operating segments, Dating and Non-dating, which are also the Company's two reportable segments. The Company’s Chairman, who is the chief operating decision maker, allocates resources and assesses performance at the segment level. Our Dating segment provides dating products and the Company’s Non-dating segment provides a variety of education services including test preparation, academic tutoring and college counseling services.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(In thousands)
Revenue:
Dating	$	287,530	$	235,131	$	823,240	$	668,228
Non-dating	28,917		33,840		79,609		84,629
Total	$	316,447	$	268,971	$	902,849	$	752,857

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
	(In thousands)
Operating Income (Loss):
Dating	$	90,938	$	59,071		$	202,624		$	142,897
Non-dating	816		(715		)	(8,014		)	(16,979		)
Total	$	91,754	$	58,356		$	194,610		$	125,918

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016			2015
	(In thousands)
Adjusted EBITDA:
Dating	$	107,101	$	80,323	$	275,834		$	185,063
Non-dating	3,607		2,334		(420		)	(5,708		)
Total	$	110,708	$	82,657	$	275,414		$	179,355

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(In thousands)
Revenue
United States	$	198,081	$	183,566	$	579,051	$	517,422
All other countries	118,366		85,405		323,798		235,435
Total	$	316,447	$	268,971	$	902,849	$	752,857

The United States is the only country whose revenue is greater than 10 percent of total revenue for the three and nine months ended September 30, 2016 and 2015.

	September 30, 2016		December 31, 2015
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets)
United States	$	45,952	$	28,169
All other countries	21,328		19,898
Total	$	67,280	$	48,067

The only country, other than the United States, with greater than 10 percent of total long-lived assets (excluding goodwill and intangible assets), was France with $14.3 million and $14.5 million as of September 30, 2016 and December 31, 2015, respectively.

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 consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure 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 Match Group's statement of operations of certain expenses.

The following tables reconcile operating income (loss) for the Company's reportable segments and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA:

	Three Months Ended September 30, 2016
	Operating Income			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	90,938		$	10,718	$	7,192	$	3,382	$	(5,129	)	$	107,101
Non-dating	816			427		840		1,524		—			3,607
Total	91,754			$	11,145	$	8,032	$	4,906	$	(5,129	)	$	110,708
Interest expense—third party	(20,751		)
Other income, net	6,045
Earnings before income taxes	77,048
Income tax provision	(20,344		)
Net earnings	56,704
Net earnings attributable to redeemable noncontrolling interests	(294		)
Net earnings attributable to Match Group, Inc. shareholders	$	56,410

	Three Months Ended September 30, 2015
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments		Adjusted EBITDA
	(In thousands)
Dating	$	59,071		$	12,832	$	4,979	$	2,686	$	755	$	80,323
Non-dating	(715		)	225		1,158		1,666		—		2,334
Total	58,356			$	13,057	$	6,137	$	4,352	$	755	$	82,657
Interest expense—related party	(2,318		)
Other income, net	1,535
Earnings before income taxes	57,573
Income tax provision	(22,136		)
Net earnings	35,437
Net earnings attributable to redeemable noncontrolling interests	(178		)
Net earnings attributable to Match Group, Inc. shareholders	$	35,259

	Nine Months Ended September 30, 2016
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	202,624		$	40,810	$	20,119	$	15,004	$	(2,723	)	$	275,834
Non-dating	(8,014		)	531		2,490		4,573		—			(420		)
Total	194,610			$	41,341	$	22,609	$	19,577	$	(2,723	)	$	275,414
Interest expense—third party	(61,828		)
Other income, net	4,410
Earnings before income taxes	137,192
Income tax provision	(39,168		)
Net earnings	98,024
Net earnings attributable to redeemable noncontrolling interests	(384		)
Net earnings attributable to Match Group, Inc. shareholders	$	97,640

	Nine Months Ended September 30, 2015
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	142,897		$	30,233	$	14,280	$	9,132	$	(11,479	)	$	185,063
Non-dating	(16,979		)	749		5,524		4,998		—			(5,708		)
Total	125,918			$	30,982	$	19,804	$	14,130	$	(11,479	)	$	179,355
Interest expense—related party	(6,879		)
Other income, net	8,341
Earnings before income taxes	127,380
Income tax provision	(42,632		)
Net earnings	84,748
Net loss attributable to redeemable noncontrolling interests	42
Net earnings attributable to Match Group, Inc. shareholders	$	84,790

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CONTINGENCIES

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies.

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SUPPLEMENTAL CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2016

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Disclosure of Non-Cash Transactions:

The Company recorded acquisition-related contingent consideration liabilities of $27.1 million during the nine months ended September 30, 2015. See Note 5 for additional information on contingent consideration arrangements.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Relationship with IAC pre-IPO

For periods prior to the IPO, the Company's consolidated and combined statement of operations includes allocations of general and administrative costs, including stock-based compensation expense, related to IAC's accounting, treasury, legal, tax, corporate support and internal audit functions. These allocations were based on Match Group's revenue as a percentage of IAC's total revenue. Allocated general and administrative costs, inclusive of stock-based compensation expense, were $2.0 million and $5.5 million for the three and nine months ended September 30, 2015, respectively, and are included in "General and administrative expense" in the accompanying consolidated and combined statement of operations. It is not practicable to determine the actual expenses that would have been incurred for these services had the Company operated as a stand-alone entity. Management considers the allocation method to be reasonable.

Relationship with IAC post IPO

In connection with the IPO, the Company entered into certain agreements relating to our relationship with IAC after the IPO. These agreements include a master transaction agreement; an investor rights agreement; a tax sharing agreement; a services agreement; an employee matters agreement and a subordinated loan agreement.

The Company has entered into certain arrangements with IAC in the ordinary course of business, which have continued post IPO, for: (i) the leasing of office space for certain of our businesses at properties owned by IAC, for which we paid IAC approximately $1.1 million and $3.1 million for the three and nine months ended September 30, 2016, respectively, and $0.4 million and $1.1 million for the three and nine months ended September 30, 2015, respectively; and (ii) the subleasing of space in a data center from an IAC subsidiary, for which we paid such IAC subsidiary approximately $0.3 million and $0.9 million for both the three and nine months ended September 30, 2016 and 2015, respectively. For the three and nine months ended September 30, 2016, the Company was charged $2.9 million and $8.7 million, respectively, by IAC for services rendered pursuant to a services agreement (including the leasing of office space noted above). This amount was paid in full by the Company at September 30, 2016.

The employee matters agreement provides, among other things, that: (i) with respect to equity awards denominated in shares of certain of the Company’s subsidiaries, IAC may elect to cause such equity awards to be settled in either shares of IAC common stock or Company common stock and, to the extent that shares of IAC common stock are issued in settlement of such equity awards, the Company will reimburse IAC for the cost of such shares of IAC common stock by issuing to IAC additional shares of Company common stock; and (ii) the Company will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees and that IAC may elect to receive payment either in cash or Company common stock.

During the nine months ended September 30, 2016, 0.9 million shares of Company common stock were issued to IAC pursuant to the employee matters agreement; 0.5 million shares were issued as reimbursement for shares of IAC common stock issued in connection with the exercise and settlement of equity awards denominated in shares of a subsidiary of the Company; and 0.4 million shares were issued as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Company employees.

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STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS

9 Months Ended

Sep. 30, 2016

Restructuring and Related Activities [Abstract]

STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS

STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS

The Company is currently in the process of modernizing and streamlining its underlying Dating technology infrastructure that supports both its mobile and desktop platforms, as well as consolidating its European operations from seven principal locations down to three. The project is substantially complete and is expected to be fully completed by the end of 2016. For the three and nine months ended September 30, 2016, the Company incurred $0.8 million and $4.3 million in costs related to this project, respectively, compared to $2.5 million and $14.8 million, for three and nine months ended September 30, 2015, respectively. A summary of the costs incurred, payments made and the related accruals at September 30, 2016 and 2015 is presented below.

	Nine Months Ended September 30, 2016
	Severance			Professional Fees & Other			Total
	(In thousands)
Accrual as of January 1	$	3,013		$	564		$	3,577
Charges incurred	776			3,504			4,280
Payments made	(1,833		)	(3,823		)	(5,656		)
Accrual as of September 30	$	1,956		$	245		$	2,201

	Nine Months Ended September 30, 2015
	Severance			Professional Fees & Other			Total
	(In thousands)
Accrual as of January 1	$	795		$	933		$	1,728
Charges incurred	8,582			6,209			14,791
Payments made	(5,152		)	(6,514		)	(11,666		)
Accrual as of September 30	$	4,225		$	628		$	4,853

The costs are allocated as follows in the accompanying consolidated and combined statement of operations:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016		2015
	(In thousands)
Cost of revenue	$	(8	)	$	1,006	$	485	$	3,306
Selling and marketing expense	(77		)	30		572		1,571
General and administrative expense	132			879		1,497		5,905
Product development expense	713			611		1,726		4,009
Total	$	760		$	2,526	$	4,280	$	14,791

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The Company prepares its consolidated and combined financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company's financial statements were prepared on a consolidated basis beginning October 1, 2015 and on a combined basis for periods prior thereto. The difference in presentation is due to the fact that the final steps of the legal reorganization of the entities included in Match Group at the time of the IPO were not completed until October 1, 2015. The preparation of financial statements on a combined basis for periods prior thereto allows for the financial statements to be presented on a consistent basis for all periods presented. The combined financial statements reflect the results of operations and cash flows of Match Group's businesses since their respective dates of acquisition by IAC. The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest.

Consolidation

The combined financial statements reflect the allocation to Match Group of certain IAC corporate expenses relating to Match Group based on the historical financial statements and accounting records of IAC through the date of the IPO. Management believes the assumptions underlying the historical combined financial statements, including the basis on which expenses have been allocated, are reasonable and that the consolidated and combined financial statements reflect all adjustments, consisting of normal and recurring adjustments necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated and combined financial statements should be read in conjunction with the consolidated and combined statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.

For the purposes of these financial statements, income taxes have been computed for Match Group on an as if stand-alone, separate tax return basis.

All intercompany transactions and balances between and among the Company, its subsidiaries and the entities comprising Match Group have been eliminated.

Accounting Estimates

Accounting Estimates

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair value of long-term investments; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the fair value of acquisition-related contingent consideration arrangements; the liabilities for uncertain tax positions; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which makes clarifications to how cash receipts and cash payments in certain transactions are presented and classified on the statement of cash flows. The provisions of ASU 2016-15 are effective for reporting periods beginning after December 15, 2017, including interim periods, and will require adoption on a retrospective basis unless it is impracticable to apply, in which case we would be required to apply the amendments prospectively as of the earliest date practicable; early adoption is permitted. The Company does not expect the adoption of this standard update to have a material impact on its consolidated financial statements; and is currently evaluating the method and timing of adoption.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payments Accounting (Topic 718). The update is intended to simplify existing guidance on various aspects of the accounting and presentation of employee share-based payments in financial statements, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification on the statement of cash flows. The provisions of ASU 2016-09 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted.

The primary effects of the adoption of ASU 2016-09 on the Company’s results of operations, cash flows and earnings per share will be due to the change in the treatment of the excess tax benefit (deficiency) related to equity awards to employees upon exercise of stock options and the vesting of restricted stock units. The table below illustrates this effect.

Excess tax benefit (deficiency) of equity awards to employees upon exercise of stock options and the vesting of restricted stock units:	Accounting under current GAAP:	Accounting following adoption of ASU 2016-09:
Statement of operations	Treated as an increase (or decrease) to additional paid-in capital when realized (i.e., reduction of income taxes payable)	Included in the determination of the income tax provision or benefit upon option exercise or share vesting
Statement of cash flows	Treated as a financing cash flow	Treated as an operating cash flow
Calculation of fully diluted shares for the determination of earnings per share	Included as a component of the assumed proceeds in applying the treasury stock method	Excluded from the assumed proceeds in applying the treasury stock method

The expected effect of the adoption of ASU 2016-09 for the Company will be to increase reported net earnings (or reduce reported net loss) and increase operating cash flow and basic earnings per share (or reduce reported net loss per share). The number of shares used in the calculation of fully diluted earnings per share will also increase due to the reduction in assumed proceeds under the treasury stock method. The actual effect on fully diluted earnings per share could be an increase or a decrease in any period, which will depend upon the increase in reported earnings and the increase in the number of shares included in the fully diluted earnings per share calculation.

The Company will adopt the change in treatment of excess tax benefit (deficiency) as of January 1, 2017 using the modified retrospective approach with the cumulative effect recognized as of the date of initial adoption and will apply the provisions of ASU 2016-09 related to the presentation on the statement of cash flows using the prospective approach.

To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016.

	Reported results under current GAAP			Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016
	(In thousands, except per share data)
Net earnings	$	98,024		$	124,026
Net earnings attributable to noncontrolling interests	384			384
Net earnings attributable to Match Group, Inc. shareholders	97,640			123,642
Cash flows provided by operating activities	168,902			194,831
Cash flows used in financing activities	(1,962		)	(27,891		)
Basic earnings per share	$	0.39		$	0.49
Fully diluted earnings per share	$	0.36		$	0.45

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU 2016-02 are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, and in August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Together, this guidance requires that deferred debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the associated debt liability, while debt issuance costs related to line-of-credit arrangements may still continue to be classified as assets. The Company adopted the provisions of ASU 2015-03 and ASU 2015-15 in the first quarter of 2016 and applied the provisions retrospectively, resulting in $16.6 million of deferred debt issuance costs being reclassified from other non-current assets to long-term debt, net of current maturities, in the accompanying December 31, 2015 consolidated balance sheet.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common standard for all industries. In July 2015, the FASB decided to defer the effective date for annual reporting periods beginning after December 15, 2017. In March, April and May 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12, respectively, which provide further revenue recognition guidance related to principal versus agent considerations, performance obligations and licensing, and narrow-scope improvements and practical expedients. Early adoption is permitted beginning on the original effective date of December 15, 2016. Upon adoption, ASU 2014-09 may either be applied retrospectively to each prior period presented or using the modified retrospective approach with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating the impact the adoption of this standard update will have on its consolidated financial statements. The Company will adopt this standard using the modified retrospective approach effective January 1, 2018.

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Change in the Company’s Reported Results after Giving Pro Forma Effect to ASU 2016-09

To illustrate the effect of ASU 2016-09 on the Company’s results for the nine months ended September 30, 2016, the table below illustrates the change in the Company’s reported results after giving pro forma effect to ASU 2016-09 as if it had been in effect on January 1, 2016.

	Reported results under current GAAP			Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016
	(In thousands, except per share data)
Net earnings	$	98,024		$	124,026
Net earnings attributable to noncontrolling interests	384			384
Net earnings attributable to Match Group, Inc. shareholders	97,640			123,642
Cash flows provided by operating activities	168,902			194,831
Cash flows used in financing activities	(1,962		)	(27,891		)
Basic earnings per share	$	0.39		$	0.49
Fully diluted earnings per share	$	0.36		$	0.45

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BUSINESS COMBINATION (Tables)

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Schedule of Unaudited Pro Forma Financial Information

For the three and nine months ended September 30, 2015, pro forma adjustments reflected below include decreases to revenue of $0.6 million and $9.0 million, respectively, related to the write-off of deferred revenue at the date of acquisition and increases of $3.7 million and $12.7 million, respectively in amortization of intangible assets.

	Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
	(In thousands, except  per share data)
Revenue	$	290,730	$	806,127
Net earnings attributable to Match Group, Inc. shareholders	$	40,451	$	94,219
Basic earnings per share attributable to Match Group, Inc. shareholders	$	0.19	$	0.46
Diluted earnings per share attributable to Match Group, Inc. shareholders	$	0.19	$	0.44

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:

	September 30, 2016
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	51,812	$	—	$	—		$	51,812
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(29,935	)	$	(29,935	)

	December 31, 2015
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	3,649	$	—	$	—		$	3,649
Marketable securities:
Equity security	11,622		—		—			11,622
Total	$	15,271	$	—	$	—		$	15,271
Liabilities:
Contingent consideration arrangements	$	—	$	—	$	(28,993	)	$	(28,993	)

Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

The following tables present the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months Ended September 30,
	2016			2015
	Contingent Consideration Arrangements
	(In thousands)
Balance at July 1	$	(34,732	)	$	(27,240	)
Total net gains (losses):
Fair value adjustments	5,129			(755		)
Included in other comprehensive loss	(332		)	(578		)
Balance at September 30	$	(29,935	)	$	(28,573	)

	Nine Months Ended September 30,
	2016			2015
	Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	(28,993	)	$	(20,615	)
Total net gains (losses):
Fair value adjustments	2,723			11,479
Foreign currency exchange gains	—			626
Included in other comprehensive (loss) income	(5,613		)	1,539
Fair value at date of acquisition	1,948			(27,112		)
Settlements	—			5,510
Balance at September 30	$	(29,935	)	$	(28,573	)

Carrying Value and Fair Value of Financial Instruments

The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes.

	September 30, 2016						December 31, 2015
	Carrying Value			Fair Value			Carrying Value			Fair Value
	(In thousands)
Current maturities of long-term debt	$	—		$	—		$	(40,000	)	$	(39,850	)
Long-term debt, net of current maturities	(1,215,546		)	(1,305,437		)	(1,176,871		)	(1,204,548		)

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LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consists of:

	September 30, 2016		December 31, 2015
	(In thousands)
6.375% Senior Notes due June 1, 2024 (the "2016 Senior Notes"); interest payable each June 1 and December 1, which commences December 1, 2016	$	400,000	$	—
6.75% Senior Notes due December 15, 2022 (the "2015 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2016	445,172		445,172
Term Loan due November 16, 2022 (a)	390,000		800,000
Total long-term debt	1,235,172		1,245,172
Less: Current maturities of long-term debt	—		40,000
Less: Unamortized original issue discount and original issue premium, net	5,100		11,691
Less: Unamortized debt issuance costs	14,526		16,610
Total long-term debt, net of current maturities	$	1,215,546	$	1,176,871

________________________

^(a) The Term Loan matures on November 16, 2022; provided that, if any of the 2015 Senior Notes remain outstanding on the date that is 91 days prior to the maturity date of the 2015 Senior Notes, the Term Loan maturity date shall be the date that is 91 days prior to the maturity date of the 2015 Senior Notes.

Schedule of Debt Instrument Redemption

Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

Year	Percentage
2019	104.781	%
2020	103.188	%
2021	101.594	%
2022 and thereafter	100.000	%

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings:

	Three Months Ended September 30, 2016
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security		Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at July 1	$	(133,824	)	$	—	$	(133,824	)
Other comprehensive income	1,021			—		1,021
Net current period other comprehensive income	1,021			—		1,021
Balance at September 30	$	(132,803	)	$	—	$	(132,803	)

	Three Months Ended September 30, 2015
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at July 1	$	(118,802	)	$	2,730		$	(116,072	)
Other comprehensive loss before reclassifications	(9,135		)	(1,802		)	(10,937		)
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business	(2,191		)	—			(2,191		)
Net period other comprehensive loss	(11,326		)	(1,802		)	(13,128		)
Balance at September 30	$	(130,128	)	$	928		$	(129,200	)

	Nine Months Ended September 30, 2016
	Foreign Currency Translation Adjustment			Unrealized Gain On Available-For-Sale Security			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at January 1	$	(139,784	)	$	2,964		$	(136,820	)
Other comprehensive income before reclassifications	6,981			94			7,075
Gain on sale of available-for-sale security reclassified into earnings	—			(3,058		)	(3,058		)
Net current period other comprehensive income (loss)	6,981			(2,964		)	4,017
Balance at September 30	$	(132,803	)	$	—		$	(132,803	)

	Nine Months Ended September 30, 2015
	Foreign Currency Translation Adjustment			Unrealized (Loss) Gain On Available-For-Sale Security			Accumulated Other Comprehensive Loss
	(In thousands)
Balance at January 1	$	(76,800	)	$	(1,248	)	$	(78,048	)
Other comprehensive (loss) income before reclassifications	(51,137		)	2,176			(48,961		)
Foreign currency translation adjustment reclassified into earnings related to the substantial liquidation of a foreign business	(2,191		)	—			(2,191		)
Net period other comprehensive (loss) income	(53,328		)	2,176			(51,152		)
Balance at September 30	$	(130,128	)	$	928		$	(129,200	)

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings per Share

The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:

	Three Months Ended September 30,
	2016						2015
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator
Net earnings	$	56,704		$	56,704		$	35,437		$	35,437
Net earnings attributable to redeemable noncontrolling interests	(294		)	(294		)	(178		)	(178		)
Net earnings attributable to Match Group, Inc. shareholders	$	56,410		$	56,410		$	35,259		$	35,259
Denominator
Basic weighted average common shares outstanding	253,176			253,176			168,313			168,313
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b)	—			16,848			—			8,046
Dilutive weighted average common shares outstanding	253,176			270,024			168,313			176,359
Earnings per share attributable to Match Group, Inc. shareholders:
Earnings per share	$	0.22		$	0.21		$	0.21		$	0.20

	Nine Months Ended September 30,
	2016						2015
	Basic			Diluted			Basic		Diluted
	(In thousands, except per share data)
Numerator
Net earnings	$	98,024		$	98,024		$	84,748	$	84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(384		)	(384		)	42		42
Net earnings attributable to Match Group, Inc. shareholders	$	97,640		$	97,640		$	84,790	$	84,790
Denominator
Basic weighted average common shares outstanding	250,316			250,316			163,733		163,733
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (a)(b)	—			18,394			—		8,449
Dilutive weighted average common shares outstanding	250,316			268,710			163,733		172,182
Earnings per share attributable to Match Group, Inc. shareholders:
Earnings per share	$	0.39		$	0.36		$	0.52	$	0.49

________________________

^(a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity and stock options or vesting of restricted stock units ("RSUs"). For the three and nine months ended September 30, 2016, 0.4 million and 11.2 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and nine months ended September 30, 2015, all potentially dilutive securities were included in the calculation of diluted earnings per share because they were dilutive.

^(b) Market-based awards and performance-based stock options ("PSOs") and units (“PSUs”) are considered contingently issuable shares. Market-based awards, PSOs and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based award, PSOs and PSUs are dilutive for the respective reporting periods. For the three and nine months ended September 30, 2016, 7.1 million market-based awards, PSOs and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

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SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The Company has two operating segments, Dating and Non-dating, which are also the Company's two reportable segments. The Company’s Chairman, who is the chief operating decision maker, allocates resources and assesses performance at the segment level. Our Dating segment provides dating products and the Company’s Non-dating segment provides a variety of education services including test preparation, academic tutoring and college counseling services.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(In thousands)
Revenue:
Dating	$	287,530	$	235,131	$	823,240	$	668,228
Non-dating	28,917		33,840		79,609		84,629
Total	$	316,447	$	268,971	$	902,849	$	752,857

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
	(In thousands)
Operating Income (Loss):
Dating	$	90,938	$	59,071		$	202,624		$	142,897
Non-dating	816		(715		)	(8,014		)	(16,979		)
Total	$	91,754	$	58,356		$	194,610		$	125,918

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016			2015
	(In thousands)
Adjusted EBITDA:
Dating	$	107,101	$	80,323	$	275,834		$	185,063
Non-dating	3,607		2,334		(420		)	(5,708		)
Total	$	110,708	$	82,657	$	275,414		$	179,355

Schedule of Revenue and Long-lived Assets

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(In thousands)
Revenue
United States	$	198,081	$	183,566	$	579,051	$	517,422
All other countries	118,366		85,405		323,798		235,435
Total	$	316,447	$	268,971	$	902,849	$	752,857

The United States is the only country whose revenue is greater than 10 percent of total revenue for the three and nine months ended September 30, 2016 and 2015.

	September 30, 2016		December 31, 2015
	(In thousands)
Long-lived assets (excluding goodwill and intangible assets)
United States	$	45,952	$	28,169
All other countries	21,328		19,898
Total	$	67,280	$	48,067

Schedule of Reconciliation of Adjusted EBITDA to Operating Income (Loss)

The following tables reconcile operating income (loss) for the Company's reportable segments and net earnings attributable to Match Group, Inc. shareholders to Adjusted EBITDA:

	Three Months Ended September 30, 2016
	Operating Income			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	90,938		$	10,718	$	7,192	$	3,382	$	(5,129	)	$	107,101
Non-dating	816			427		840		1,524		—			3,607
Total	91,754			$	11,145	$	8,032	$	4,906	$	(5,129	)	$	110,708
Interest expense—third party	(20,751		)
Other income, net	6,045
Earnings before income taxes	77,048
Income tax provision	(20,344		)
Net earnings	56,704
Net earnings attributable to redeemable noncontrolling interests	(294		)
Net earnings attributable to Match Group, Inc. shareholders	$	56,410

	Three Months Ended September 30, 2015
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments		Adjusted EBITDA
	(In thousands)
Dating	$	59,071		$	12,832	$	4,979	$	2,686	$	755	$	80,323
Non-dating	(715		)	225		1,158		1,666		—		2,334
Total	58,356			$	13,057	$	6,137	$	4,352	$	755	$	82,657
Interest expense—related party	(2,318		)
Other income, net	1,535
Earnings before income taxes	57,573
Income tax provision	(22,136		)
Net earnings	35,437
Net earnings attributable to redeemable noncontrolling interests	(178		)
Net earnings attributable to Match Group, Inc. shareholders	$	35,259

	Nine Months Ended September 30, 2016
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	202,624		$	40,810	$	20,119	$	15,004	$	(2,723	)	$	275,834
Non-dating	(8,014		)	531		2,490		4,573		—			(420		)
Total	194,610			$	41,341	$	22,609	$	19,577	$	(2,723	)	$	275,414
Interest expense—third party	(61,828		)
Other income, net	4,410
Earnings before income taxes	137,192
Income tax provision	(39,168		)
Net earnings	98,024
Net earnings attributable to redeemable noncontrolling interests	(384		)
Net earnings attributable to Match Group, Inc. shareholders	$	97,640

	Nine Months Ended September 30, 2015
	Operating Income (Loss)			Stock-based compensation		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments			Adjusted EBITDA
	(In thousands)
Dating	$	142,897		$	30,233	$	14,280	$	9,132	$	(11,479	)	$	185,063
Non-dating	(16,979		)	749		5,524		4,998		—			(5,708		)
Total	125,918			$	30,982	$	19,804	$	14,130	$	(11,479	)	$	179,355
Interest expense—related party	(6,879		)
Other income, net	8,341
Earnings before income taxes	127,380
Income tax provision	(42,632		)
Net earnings	84,748
Net loss attributable to redeemable noncontrolling interests	42
Net earnings attributable to Match Group, Inc. shareholders	$	84,790

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STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2016

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost

A summary of the costs incurred, payments made and the related accruals at September 30, 2016 and 2015 is presented below.

	Nine Months Ended September 30, 2016
	Severance			Professional Fees & Other			Total
	(In thousands)
Accrual as of January 1	$	3,013		$	564		$	3,577
Charges incurred	776			3,504			4,280
Payments made	(1,833		)	(3,823		)	(5,656		)
Accrual as of September 30	$	1,956		$	245		$	2,201

	Nine Months Ended September 30, 2015
	Severance			Professional Fees & Other			Total
	(In thousands)
Accrual as of January 1	$	795		$	933		$	1,728
Charges incurred	8,582			6,209			14,791
Payments made	(5,152		)	(6,514		)	(11,666		)
Accrual as of September 30	$	4,225		$	628		$	4,853

Schedule of Restructuring Reserve by Costs in the Statement of Operations

The costs are allocated as follows in the accompanying consolidated and combined statement of operations:

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016		2015
	(In thousands)
Cost of revenue	$	(8	)	$	1,006	$	485	$	3,306
Selling and marketing expense	(77		)	30		572		1,571
General and administrative expense	132			879		1,497		5,905
Product development expense	713			611		1,726		4,009
Total	$	760		$	2,526	$	4,280	$	14,791

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands, shares in Millions		9 Months Ended
	Nov. 24, 2015 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) segment language country brand	Dec. 31, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of dating brands (more than) | brand		45
Number of languages where products are available | language		38
Number of countries where products are available (more than) | country		190
Number of operating segments | segment		2
Class of Stock
Increase (decrease) in debt issuance costs from reclassification		$ 14,526	$ 16,610
Accounting Standards Update 2015-03 | Other non-current assets
Class of Stock
Increase (decrease) in debt issuance costs from reclassification			(16,600)
Accounting Standards Update 2015-03 | Long-term debt
Class of Stock
Increase (decrease) in debt issuance costs from reclassification			$ 16,600
IAC | Match Group, Inc.
Class of Stock
Percentage of ownership		82.80%
Percentage of voting rights held		98.00%
IPO | Common Stock
Class of Stock
Common stock, issued shares (in shares) | shares	38.3
Offering price (in usd per share) | $ / shares	$ 12.00
Net proceeds from initial public offering	$ 428,300

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THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in the Company's Reported Results Assuming Adoption of ASU 2016-09 (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016
Net earnings	$ 56,704	$ 35,437	$ 98,024	$ 84,748
Net earnings attributable to noncontrolling interests	294	178	384	(42)
Net earnings attributable to Match Group, Inc. shareholders	$ 56,410	$ 35,259	97,640	84,790
Cash flows provided by operating activities			168,902	126,241
Cash flows used in financing activities			$ (1,962)	$ 101,163
Basic earnings per share (in usd per share)	$ 0.22	$ 0.21	$ 0.39	$ 0.52
Fully diluted earnings per share (in usd per share)	$ 0.21	$ 0.20	$ 0.36	$ 0.49
ASU 2016-09 | Pro Forma
Pro forma results assuming ASU 2016-09 had been in effect on January 1, 2016
Net earnings			$ 124,026
Net earnings attributable to noncontrolling interests			384
Net earnings attributable to Match Group, Inc. shareholders			123,642
Cash flows provided by operating activities			194,831
Cash flows used in financing activities			$ (27,891)
Basic earnings per share (in usd per share)			$ 0.49
Fully diluted earnings per share (in usd per share)			$ 0.45

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Income Tax Contingency
Income tax provision	$ 20,344	$ 22,136	$ 39,168	$ 42,632
Effective income tax rate	26.00%	38.00%	29.00%	33.00%
Statutory rate	35.00%		35.00%	35.00%
Interest on income taxes accrued	$ 1,400		$ 1,400		$ 1,300
Income tax penalties accrued	1,700		1,700		1,800
Unrecognized tax benefits including interest accrued	24,700		24,700		26,200
Unrecognized tax benefits that would reduce income tax expense	24,300		24,300		25,800
Decrease in unrecognized tax benefits unrelated to Federal income taxes statute of limitations expiring within twelve months of current reporting period	6,800		6,800
IAC
Income Tax Contingency
Unrecognized tax benefits including interest accrued	$ 15,700		$ 15,700		$ 16,400

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BUSINESS COMBINATION (Details) - PlentyOfFish - USD ($) $ in Millions		3 Months Ended
	Oct. 28, 2015	Jun. 30, 2016
Business Acquisition
Cash acquisition price	$ 574.1
Working capital adjustment		$ 0.9

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BUSINESS COMBINATION - SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment
Decrease to revenue related to write-off of deferred revenue	$ (316,447)	$ (268,971)	$ (902,849)	$ (752,857)
Increase in amortization of intangible assets	$ 4,906	4,352	$ 19,577	14,130
Revenue		290,730		806,127
Net earnings attributable to Match Group, Inc. shareholders		$ 40,451		$ 94,219
Basic earnings per share attributable to Match Group, Inc. shareholders (in usd per share)		$ 0.19		$ 0.46
Diluted earnings per share attributable to Match Group, Inc. shareholders (in usd per share)		$ 0.19		$ 0.44
Acquisition-related costs
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment
Decrease to revenue related to write-off of deferred revenue		$ 600		$ 9,000
Increase in amortization of intangible assets		$ 3,700		$ 12,700

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MARKETABLE SECURITIES (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Long-term Investments [Abstract]
Amortized cost of marketable securities		$ 8.7
Gross unrealized gains		$ 3.0
Proceeds from the sale of available-for-sale marketable securities	$ 11.7
Gross realized gains from sale of available-for-sale marketable securities	$ 3.1

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - SCHEDULES OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Assets:
Marketable securities	$ 0	$ 11,622
Fair Value on a Recurring Basis
Assets:
Total		15,271
Liabilities:
Contingent consideration arrangements	(29,935)	(28,993)
Fair Value on a Recurring Basis | Money market funds
Assets:
Cash equivalents	51,812	3,649
Fair Value on a Recurring Basis | Equity security
Assets:
Marketable securities		11,622
Fair Value on a Recurring Basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1)
Assets:
Total		15,271
Liabilities:
Contingent consideration arrangements	0	0
Fair Value on a Recurring Basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Cash equivalents	51,812	3,649
Fair Value on a Recurring Basis | Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Equity security
Assets:
Marketable securities		11,622
Fair Value on a Recurring Basis | Significant Other Observable Inputs (Level 2)
Assets:
Total		0
Liabilities:
Contingent consideration arrangements	0	0
Fair Value on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Money market funds
Assets:
Cash equivalents	0	0
Fair Value on a Recurring Basis | Significant Other Observable Inputs (Level 2) | Equity security
Assets:
Marketable securities		0
Fair Value on a Recurring Basis | Significant Unobservable Inputs (Level 3)
Assets:
Total		0
Liabilities:
Contingent consideration arrangements	(29,935)	(28,993)
Fair Value on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Money market funds
Assets:
Cash equivalents	$ 0	0
Fair Value on a Recurring Basis | Significant Unobservable Inputs (Level 3) | Equity security
Assets:
Marketable securities		$ 0

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - SCHEDULE OF CHANGE IN LEVEL 3 ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Fair value at date of acquisition				$ (27,100)
Contingent Consideration Arrangements
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Balance at beginning of the period	$ (34,732)	$ (27,240)	$ (28,993)	(20,615)
Fair value adjustments	5,129	(755)	2,723	11,479
Foreign currency exchange gains			0	626
Included in other comprehensive (loss) income	(332)	(578)	(5,613)	1,539
Fair value at date of acquisition			1,948	(27,112)
Settlements			0	5,510
Balance at end of the period	$ (29,935)	$ (28,573)	$ (29,935)	$ (28,573)

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS (Details) $ in Millions	9 Months Ended
	Sep. 30, 2016 USD ($) arrangement	Dec. 31, 2015 USD ($) arrangement
Contingent Consideration Arrangements
Number of contingent consideration arrangements related to business acquisitions | arrangement	5
Number of contingent consideration arrangements expected to make payments on | arrangement	2
Number of contingent consideration arrangements which are long-term in nature | arrangement	2	1
Assets measured at fair value on a nonrecurring basis
Cost method investments	$ 55.4	$ 55.6
Contingent Consideration Arrangements
Contingent Consideration Arrangements
Contingent consideration payments maximum	97.6
Fair value of contingent consideration	$ 29.9
Discount rate	12.00%
Accrued expenses and other current liabilities | Contingent Consideration Arrangements
Contingent Consideration Arrangements
Fair value of contingent consideration	$ 29.7	0.0
Other long-term liabilities | Contingent Consideration Arrangements
Contingent Consideration Arrangements
Fair value of contingent consideration	$ 0.2	$ 29.0

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FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS - CARRYING VALUE AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 3 - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Carrying Value | Current maturities of long-term debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term debt, fair value disclosure	$ 0	$ (40,000)
Carrying Value | Long-term debt, net of current maturities
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term debt, fair value disclosure	(1,215,546)	(1,176,871)
Fair Value | Current maturities of long-term debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term debt, fair value disclosure	0	(39,850)
Fair Value | Long-term debt, net of current maturities
Fair Value, Balance Sheet Grouping, Financial Statement Captions
Long-term debt, fair value disclosure	$ (1,305,437)	$ (1,204,548)

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LONG-TERM DEBT - SCHEDULE OF LONG-TERM DEBT (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Dec. 31, 2015
Long-term Debt
Total long-term debt	$ 1,235,172	$ 1,245,172
Less: Current maturities of long-term debt	0	40,000
Less: Unamortized original issue discount and original issue premium, net	5,100	11,691
Less: Unamortized debt issuance costs	14,526	16,610
Long-term debt, net of current maturities	1,215,546	1,176,871
6.375% Senior Notes due June 1, 2024
Long-term Debt
Senior notes	$ 400,000	0
Stated interest rate (as a percent)	6.375%
6.75% Senior Notes, due December 15, 2022
Long-term Debt
Senior notes	$ 445,172	$ 445,172
Stated interest rate (as a percent)	6.75%	6.75%
Term Loan due November 16, 2022
Long-term Debt
Term loan	$ 390,000	$ 800,000
Number of days prior to maturity date	91 days

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LONG-TERM DEBT (Details)				9 Months Ended
	Jun. 01, 2016 USD ($)	Mar. 31, 2016 USD ($)	Nov. 16, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Dec. 31, 2015 USD ($)
Long-term Debt
Principal payment				$ 410,000,000	$ 0
Revolving Credit Facility
Long-term Debt
Maximum borrowing capacity				500,000,000
Outstanding borrowings under the Credit Facility				$ 0		$ 0
Annual commitment fee (as a percent)				0.30%
Revolving Credit Facility | Minimum
Long-term Debt
Minimum interest coverage ratio				2.5
Revolving Credit Facility | Maximum
Long-term Debt
Maximum leverage ratio				5.0
6.375% Senior Notes due June 1, 2024
Long-term Debt
Stated interest rate (as a percent)				6.375%
Senior Notes | Maximum
Long-term Debt
Maximum leverage ratio				5.0
Senior Notes | 6.375% Senior Notes due June 1, 2024
Long-term Debt
Aggregate principal of debt instrument	$ 400,000,000
Senior Notes | 4.75% Senior Notes, due December 15, 2022 | IAC
Long-term Debt
Stated interest rate (as a percent)			4.75%
Senior Notes | 4.875% Senior Notes, due November 30, 2018 | IAC
Long-term Debt
Stated interest rate (as a percent)			4.875%
Term Loan | Term Loan | Revolving Credit Facility
Long-term Debt
Aggregate principal of debt instrument			$ 800,000,000
Principal payment	$ 400,000,000	$ 10,000,000
Final principal payment				$ 390,000,000
Term Loan | Term Loan | Revolving Credit Facility | Base Rate | Minimum
Long-term Debt
Basis spread on variable rate (as a percent)			3.50%
Term Loan | Term Loan | Revolving Credit Facility | Base Rate | Maximum
Long-term Debt
Basis spread on variable rate (as a percent)			4.50%
Term Loan | Term Loan | Revolving Credit Facility | LIBOR
Long-term Debt
Variable rate floor (as a percent)			1.00%

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LONG-TERM DEBT - SCHEDULE OF DEBT INSTRUMENT REDEMPTION (Details) - Senior Notes - 6.375% Senior Notes due June 1, 2024	9 Months Ended
	Sep. 30, 2016
2019
Long-term Debt
Redemption percentage	104.781%
2020
Long-term Debt
Redemption percentage	103.188%
2021
Long-term Debt
Redemption percentage	101.594%
2022 and thereafter
Long-term Debt
Redemption percentage	100.00%

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ACCUMULATED OTHER COMPREHENSIVE LOSS - SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Accumulated Other Comprehensive Loss
Total other comprehensive income (loss)	$ 1,086,000	$ (13,120,000)	$ 4,081,000	$ (51,345,000)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Loss
Balance at the beginning of the period	(133,824,000)	(118,802,000)	(139,784,000)	(76,800,000)
Other comprehensive (loss) income before reclassifications	1,021,000	(9,135,000)	6,981,000	(51,137,000)
Amounts reclassified to earnings		(2,191,000)	0	(2,191,000)
Total other comprehensive income (loss)	1,021,000	(11,326,000)	6,981,000	(53,328,000)
Balance at the end of the period	(132,803,000)	(130,128,000)	(132,803,000)	(130,128,000)
Unrealized Gain On Available-For-Sale Security
Accumulated Other Comprehensive Loss
Balance at the beginning of the period	0	2,730,000	2,964,000	(1,248,000)
Other comprehensive (loss) income before reclassifications	0	(1,802,000)	94,000	2,176,000
Amounts reclassified to earnings		0	(3,058,000)	0
Total other comprehensive income (loss)	0	(1,802,000)	(2,964,000)	2,176,000
Balance at the end of the period	0	928,000	0	928,000
Accumulated Other Comprehensive (Loss) Income
Accumulated Other Comprehensive Loss
Balance at the beginning of the period	(133,824,000)	(116,072,000)	(136,820,000)	(78,048,000)
Other comprehensive (loss) income before reclassifications	1,021,000	(10,937,000)	7,075,000	(48,961,000)
Amounts reclassified to earnings		(2,191,000)	(3,058,000)	(2,191,000)
Total other comprehensive income (loss)	1,021,000	(13,128,000)	4,017,000	(51,152,000)
Balance at the end of the period	(132,803,000)	(129,200,000)	(132,803,000)	(129,200,000)
Tax benefit or provision in AOCI	$ 0	$ 0	$ 0	$ 0

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EARNINGS PER SHARE - COMPUTATION OF BASIC AND DILUTED EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator: Basic
Net earnings	$ 56,704	$ 35,437	$ 98,024	$ 84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(294)	(178)	(384)	42
Net earnings attributable to Match Group, Inc. shareholders	56,410	35,259	97,640	84,790
Numerator: Diluted
Net earnings	56,704	35,437	98,024	84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(294)	(178)	(384)	42
Net earnings attributable to Match Group, Inc. shareholders	$ 56,410	$ 35,259	$ 97,640	$ 84,790
Denominator: Basic
Weighted average shares outstanding - basic (in shares)	253,176	168,313	250,316	163,733
Denominator: Diluted
Weighted average shares outstanding - basic (in shares)	253,176	168,313	250,316	163,733
Dilutive securities including subsidiary denominated equity, stock options and RSU awards (in shares)	16,848	8,046	18,394	8,449
Dilutive weighted average common shares outstanding (in shares)	270,024	176,359	268,710	172,182
Earnings per share attributable to Match Group, Inc. shareholders:
Basic (in usd per share)	$ 0.22	$ 0.21	$ 0.39	$ 0.52
Diluted (in usd per share)	$ 0.21	$ 0.20	$ 0.36	$ 0.49
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares)	400		11,200
Performance-based Stock Units (PSU)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from the calculation of diluted earnings per share (in shares)	7,100		7,100

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SEGMENT INFORMATION - SCHEDULE OF SEGMENT REPORTING INFORMATION (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) segment	Sep. 30, 2015 USD ($)
Segment Reporting [Abstract]
Number of operating segments | segment			2
Number of reportable segments | segment			2
Segment Reporting Information
Revenue	$ 316,447	$ 268,971	$ 902,849	$ 752,857
Operating Income (Loss)	91,754	58,356	194,610	125,918
Adjusted EBITDA	110,708	82,657	275,414	179,355
Operating Segments | Dating
Segment Reporting Information
Revenue	287,530	235,131	823,240	668,228
Operating Income (Loss)	90,938	59,071	202,624	142,897
Adjusted EBITDA	107,101	80,323	275,834	185,063
Operating Segments | Non-dating
Segment Reporting Information
Revenue	28,917	33,840	79,609	84,629
Operating Income (Loss)	816	(715)	(8,014)	(16,979)
Adjusted EBITDA	$ 3,607	$ 2,334	$ (420)	$ (5,708)

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SEGMENT INFORMATION - SCHEDULE OF REVENUE AND LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Revenue and Long-lived Assets by Geography
Revenue	$ 316,447	$ 268,971	$ 902,849	$ 752,857
Long-lived assets (excluding goodwill and intangible assets)	67,280		67,280		$ 48,067
United States
Revenue and Long-lived Assets by Geography
Revenue	198,081	183,566	579,051	517,422
Long-lived assets (excluding goodwill and intangible assets)	45,952		45,952		28,169
All Other Countries
Revenue and Long-lived Assets by Geography
Revenue	118,366	$ 85,405	323,798	$ 235,435
Long-lived assets (excluding goodwill and intangible assets)	21,328		21,328		19,898
France | Geographic Concentration Risk | Long-lived Assets (excluding goodwill and intangible assets)
Revenue and Long-lived Assets by Geography
Long-lived assets (excluding goodwill and intangible assets)	$ 14,300		$ 14,300		$ 14,500

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SEGMENT INFORMATION - SCHEDULE OF RECONCILIATION OF ADJUSTED EBITDA TO OPERATING INCOME (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting, Other Significant Reconciling Item
Operating income	$ 91,754	$ 58,356	$ 194,610	$ 125,918
Stock-based compensation	11,145	13,057	41,341	30,982
Depreciation	8,032	6,137	22,609	19,804
Amortization of intangibles	4,906	4,352	19,577	14,130
Acquisition-related Contingent Consideration Fair Value Adjustments	(5,129)	755	(2,723)	(11,479)
Adjusted EBITDA	110,708	82,657	275,414	179,355
Interest expense—third party	(20,751)	0	(61,828)	0
Interest expense—related party	0	(2,318)	0	(6,879)
Other income, net	6,045	1,535	4,410	8,341
Earnings before income taxes	77,048	57,573	137,192	127,380
Income tax provision	(20,344)	(22,136)	(39,168)	(42,632)
Net earnings	56,704	35,437	98,024	84,748
Net (earnings) loss attributable to redeemable noncontrolling interests	(294)	(178)	(384)	42
Net earnings attributable to Match Group, Inc. shareholders	56,410	35,259	97,640	84,790
Operating Segments | Dating
Segment Reporting, Other Significant Reconciling Item
Operating income	90,938	59,071	202,624	142,897
Stock-based compensation	10,718	12,832	40,810	30,233
Depreciation	7,192	4,979	20,119	14,280
Amortization of intangibles	3,382	2,686	15,004	9,132
Acquisition-related Contingent Consideration Fair Value Adjustments	(5,129)	755	(2,723)	(11,479)
Adjusted EBITDA	107,101	80,323	275,834	185,063
Operating Segments | Non-dating
Segment Reporting, Other Significant Reconciling Item
Operating income	816	(715)	(8,014)	(16,979)
Stock-based compensation	427	225	531	749
Depreciation	840	1,158	2,490	5,524
Amortization of intangibles	1,524	1,666	4,573	4,998
Acquisition-related Contingent Consideration Fair Value Adjustments	0	0	0	0
Adjusted EBITDA	$ 3,607	$ 2,334	$ (420)	$ (5,708)

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CONTINGENCIES (Details)	9 Months Ended
	Sep. 30, 2016 lawsuit
Commitments and Contingencies Disclosure [Abstract]
Minimum number of lawsuits that could have material impact on the liquidity, results of operations, or financial condition	1

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SUPPLEMENTAL CASH FLOW INFORMATION (Details) $ in Millions	9 Months Ended
	Sep. 30, 2015 USD ($)
Supplemental Cash Flow Elements [Abstract]
Acquisition-related contingent consideration	$ 27.1

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RELATED PARTY TRANSACTIONS (Details) - IAC - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
IAC
Related Party Transaction
Allocated general and administrative costs		$ 2.0		$ 5.5
IAC | Leased Office Space
Related Party Transaction
Amount of related party transaction	$ 1.1	0.4	$ 3.1	1.1
IAC | Service Agreement
Related Party Transaction
Amount of related party transaction	2.9		$ 8.7
IAC | Employee Matters Agreement
Related Party Transaction
Common stock issued (in shares)			0.9
IAC | Reimbursement for Shares of IAC Common Stock Issued in Connection with Exercise and Settlement of Equity Awards Denominated in Shares of a Subsidiary of the Company
Related Party Transaction
Common stock issued (in shares)			0.5
IAC | Reimbursement for Shares of IAC Common Stock Issued in Connection with Exercise and Vesting of IAC Equity Awards Held by Company Employees
Related Party Transaction
Common stock issued (in shares)			0.4
IAC Subsidiary | Leased Data Center Space
Related Party Transaction
Amount of related party transaction	$ 0.3	$ 0.3	$ 0.9	$ 0.9

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STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS - SCHEDULE OF RESTRUCTURING RESERVE BY TYPE OF COST (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) entity	Sep. 30, 2015 USD ($)
Restructuring Reserve
Charges incurred	$ 760	$ 2,526	$ 4,280	$ 14,791
Operating Segments | Dating
Restructuring Reserve
Balance at beginning of the period			3,577	1,728
Charges incurred			4,280	14,791
Payments made			(5,656)	(11,666)
Balance at end of the period	2,201	4,853	2,201	4,853
Operating Segments | Dating | Severance
Restructuring Reserve
Balance at beginning of the period			3,013	795
Charges incurred			776	8,582
Payments made			(1,833)	(5,152)
Balance at end of the period	1,956	4,225	1,956	4,225
Operating Segments | Dating | Professional Fees & Other
Restructuring Reserve
Balance at beginning of the period			564	933
Charges incurred			3,504	6,209
Payments made			(3,823)	(6,514)
Balance at end of the period	$ 245	$ 628	$ 245	$ 628
Europe
Restructuring Cost and Reserve
Current number of principal operations locations | entity			7
Proposed number of principal operations locations | entity			3

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STREAMLINING OF TECHNOLOGY SYSTEMS AND CONSOLIDATION OF EUROPEAN OPERATIONS - SCHEDULE OF RESTRUCTURING RESERVE BY COSTS IN THE STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Restructuring Cost and Reserve
Charges incurred	$ 760	$ 2,526	$ 4,280	$ 14,791
Cost of revenue
Restructuring Cost and Reserve
Charges incurred	(8)	1,006	485	3,306
Selling and marketing expense
Restructuring Cost and Reserve
Charges incurred	(77)	30	572	1,571
General and administrative expense
Restructuring Cost and Reserve
Charges incurred	132	879	1,497	5,905
Product development expense
Restructuring Cost and Reserve
Charges incurred	$ 713	$ 611	$ 1,726	$ 4,009