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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 26, 2015

IAC/INTERACTIVECORP

(Exact name of registrant as specified in charter)

Delaware	0-20570	59-2712887
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

555 West 18th Street, New York, NY		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 314-7300

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

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

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

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

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On October 26, 2015, the Registrant and Google Inc. (“Google”), entered into a Google Services Agreement (the “Services Agreement”). The Services Agreement is effective as of April 1, 2016 (following the expiration of the current services agreement in place between the parties) and expires on March 31, 2020; provided, that the Registrant may choose to terminate the agreement effective March 31, 2019 upon prior written notice.

Pursuant to the Services Agreement, Google will provide the Registrant with, among other things, search advertisements through Google’s AdSense for Search (“AFS”) and AdSense for Content (“AFC”) advertising services, web algorithmic search services through Google’s Websearch Service, and image search services. The results provided by Google for these services will be available to the Registrant for display on both desktop and mobile platforms. The Registrant may use Google’s services on its owned and operated properties and desktop applications, and on approved syndication partner properties.

Google will pay the Registrant a percentage of the gross revenues from Google ads displayed by the Registrant. The percentage will vary depending on whether the ads are displayed on the Registrant’s properties or on those of its syndication partners and whether displayed via desktop, mobile or tablet devices. The Registrant will pay Google agreed-upon fees for requests for image search results or web algorithmic search results.

The Services Agreement is exclusive with respect to the placement of similar search-based advertisements on designated properties and applications of the Registrant on desktop platforms (subject to exclusions in certain circumstances), but is otherwise non-exclusive, and expressly permits the Registrant to use other search advertising services on mobile and tablet platforms, as well as in certain geographies outside the United States.

Either party may terminate the Services Agreement upon a material breach of the other party, subject to certain limitations. In addition, Google may suspend the Registrant’s use of services upon certain events and may terminate the Services Agreement if such events are not cured. Google generally retains broad discretion under the Services Agreement to update its policies and the terms and conditions of the services provided thereunder.

The full text of the related press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On October 26, 2015, the Registrant issued a press release announcing its results for the quarter ended September 30, 2015. The full text of the press release, appearing in Exhibit 99.2 hereto, is incorporated herein by reference.

Prepared remarks by the Registrant’s management for the quarter ended September 30, 2015 and forward-looking statements, appearing in Exhibit 99.3 hereto and as posted on the “Investors” section of the Registrant’s website (www.iac.com) on October 26, 2015, are incorporated herein by reference.

Exhibits 99.2 and 99.3 are being furnished under this Item 2.02 “Results of Operations and Financial Condition.”

Item 7.01. Regulation FD Disclosure.

On October 16, 2015, Match Group, Inc. (“Match Group”), a wholly-owned subsidiary of the Registrant, publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) relating to the previously announced proposed initial public offering by Match Group of its common stock (the “Registration Statement”). In the Registration Statement, Match Group disclosed that it expects to enter into certain financing transactions in advance of the initial public offering.

In connection with those potential financing transactions, Match Group is disclosing the following information: (i) the unaudited historical combined financial statements for Match Group for the nine months ended September 30, 2014 and 2015, which appear in Exhibit 99.4 hereto and are incorporated herein by reference, (ii) unaudited pro forma combined financial information of Match Group to reflect the completion of the previously announced acquisition of Plentyoffish Media, Inc. and the contemplated financing transactions, which appears in Exhibit 99.5 hereto and is incorporated herein by reference, and (iii) certain unaudited pro forma operating results of Match Group for the twelve month period ended September 30, 2015, which appear in Exhibit 99.6 hereto and are incorporated herein by reference.

Exhibits 99.2, 99.3, 99.4, 99.5 and 99.6 are being furnished under this Item 7.01 “Regulation FD Disclosure.”

Item 9.01. Financial Statements and Exhibits.

*(a)*	*Match Group, Inc. Unaudited Historical Combined* *Financial Statements.*

(i)	Unaudited combined balance sheet as of September 30, 2015;
(ii)	Unaudited combined statement of operations for the nine months ended September 30, 2014 and 2015; and
(iii)	Unaudited combined statement of cash flows for the nine months ended September 30, 2014 and 2015.

*(b)*	*Match Group, Inc. Unaudited* *Pro Forma Combined Financial Information.*

(i)	Unaudited pro forma combined balance sheet as of September 30, 2015;
(ii)	Unaudited pro forma combined statement of operations for the nine months ended September 30, 2015 and 2014; and
(iii)	Unaudited pro forma combined statement of operations for the year ended December 31, 2014.

*(c)*	*Exhibits.*

Exhibit No.		Description of Exhibit
99.1		Press Release of IAC/InterActiveCorp, dated October 26, 2015, Announcing Extension of Google Relationship.

99.2		Press Release of IAC/InterActiveCorp, dated October 26, 2015, Announcing Q315 Earnings and Extension of Google Relationship.

99.3		Prepared Remarks by IAC/InterActiveCorp Management, dated October 26, 2015.

99.4		Match Group, Inc. Unaudited Historical Combined Financial Statements.

99.5		Match Group, Inc. Unaudited Pro Forma Combined Financial Information.

99.6		Certain Unaudited Pro Forma Results of Match Group, Inc. for the Twelve Month Period ended September 30, 2015.

SIGNATURES

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

	IAC/INTERACTIVECORP


	By:	/s/ Gregg Winiarski
	Name:	Gregg Winiarski
	Title:	Executive Vice President and General Counsel

Date: October 26, 2015

Exhibit 99.1

IAC Announces Extension of Google Relationship

NEW YORK, October 26, 2015 — IAC (NASDAQ: IACI) today announced that it has entered into a new agreement with Google which will extend their long-term relationship through March 2020. The new agreement will take effect on April 1, 2016 (following expiration of the current services agreement in place between the parties) and run through March 31, 2020.

Under the new agreement, Google will continue to provide IAC and its affiliate partners with sponsored listings and other search-related services for display on both desktop and mobile platforms. The new agreement is largely exclusive with respect to desktop platforms, with economics for IAC consistent with the current arrangement between the parties. With respect to mobile platforms, the arrangement is non-exclusive, but at a lower revenue share for IAC.

“I’m extremely pleased to announce the extension of our 14-year relationship with Google,” said Joey Levin, CEO of IAC. “We’ve generated nearly $10 billion in revenue to date through the life of our partnership, and this extension makes clear that we have plenty more to deliver. Google’s search and search advertising products remain the strongest in the world, and we believe that this renewal puts us in a solid position for the years ahead.”

About IAC

IAC (NASDAQ: IACI) is a leading media and Internet company. It is organized into four segments: Match Group, which includes dating and education businesses with brands such as Match, OkCupid, Tinder and The Princeton Review; Search & Applications, which includes brands such as About.com, Ask.com, Dictionary.com and Investopedia; Media, which consists of businesses such as Vimeo, Electus, The Daily Beast and CollegeHumor; and eCommerce, which includes HomeAdvisor and ShoeBuy. IAC’s brands and products are among the most recognized in the world reaching users in over 200 countries. IAC is headquartered in New York City and has offices worldwide.

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

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include statements relating to: future financial performance, business prospects and strategy, anticipated trends, prospects in the industries in which our businesses operate 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: changes in senior management at IAC or its businesses, changes in our relationship with Google, adverse changes in economic conditions,

adverse trends in the online advertising industry, our ability to convert visitors to our websites into users, risks relating to acquisitions, technology changes, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC’s filings with the Securities and Exchange Commission (“SEC”). Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of our management as of the date of this press release. We do not undertake to update these forward-looking statements.

Contact Us

Corporate Communications
Isabelle Weisman
(212) 314-7361

IAC Investor Relations
Mark Schneider / Alexandra Caffrey
(212) 314-7400

# # #

Exhibit 99.2

IAC REPORTS Q3 2015 RESULTS AND
ANNOUNCES CONTRACT EXTENSION WITH GOOGLE

NEW YORK— October 26, 2015—IAC (NASDAQ: IACI) released third quarter 2015 results today and published management’s prepared remarks on the Investors section of its website at www.iac.com/Investors.

SUMMARY RESULTS

($ in millions except per share amounts)

	Q3 2015		Q3 2014		Growth
Revenue	$	838.6	$	782.2	7	%

Adjusted EBITDA	141.1		134.6		5	%
Adjusted Net Income	90.3		82.0		10	%
Adjusted EPS	1.01		0.92		10	%

Operating Income	87.1		101.0		-14	%
Net Income	65.6		326.8		-80	%
GAAP Diluted EPS	0.74		3.68		-80	%

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

Q3 2015 HIGHLIGHTS

· IAC announced that it has extended its partnership with Google for four more years. The new agreement, through which Google will continue to provide IAC and its network partners with sponsored listings and other search-related services, runs from the end of IAC’s current agreement on March 31, 2016 and continues through March 31, 2020.

· The Match Group revenue increased 19%, or 25% excluding the effects of foreign exchange, driven by 17% growth in Dating Average PMC(1) to nearly 4.2 million globally and the contribution from The Princeton Review. The Match Group Adjusted EBITDA increased 37% versus Q3 2014.

· Within Search & Applications, Applications queries and revenue increased 28% and 2%, respectively, the first quarter of revenue growth since Q3 2013, driven by 20% growth from B2C.

· In the Media segment, Vimeo grew paid subscribers 22% to over 650,000 with revenue increasing 27%. Vimeo also expanded its Vimeo on Demand content catalog to nearly 27,000 titles from over 8,000 creators, with over one million buyers using the service in 217 countries and territories cumulatively.

· In the eCommerce segment, HomeAdvisor domestic revenue (84% of total HomeAdvisor revenue) increased 46%, the 8th consecutive quarter of accelerated growth, driven by a 53% increase in service requests and over 30% growth in paying service professionals. Total eCommerce Adjusted EBITDA increased 100% versus the prior year period driven by total HomeAdvisor revenue growing 32%.

· On October 16, 2015, Match Group, Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the proposed initial public offering of its common stock, originally announced on June 25, 2015. The initial public offering is expected to be completed during the fourth quarter of 2015.

· IAC declared a quarterly cash dividend of $0.34 per share, payable on December 1, 2015 to IAC stockholders of record as of the close of business on November 15, 2015.

Note 1: Please see Page 6 for the definition of Average PMC.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

DISCUSSION OF FINANCIAL AND OPERATING RESULTS

	Q3 2015			Q3 2014			Growth
	$ in millions
Revenue
Search & Applications	$	377.1		$	394.7		-4	%
The Match Group (2)	274.2			230.2			19	%
Media	57.3			49.9			15	%
eCommerce	130.0			107.8			21	%
Intercompany Elimination	(0.1		)	(0.3		)	65	%
	$	838.6		$	782.2		7	%
Adjusted EBITDA
Search & Applications	$	74.4		$	93.1		-20	%
The Match Group (2)	84.3			61.4			37	%
Media	(7.7		)	(7.7		)	-1	%
eCommerce	7.7			3.9			100	%
Corporate	(17.6		)	(16.1		)	-9	%
	$	141.1		$	134.6		5	%
Operating Income (Loss)
Search & Applications	$	65.4		$	80.4		-19	%
The Match Group (2)	71.9			66.4			8	%
Media	(8.3		)	(8.7		)	5	%
eCommerce	4.2			(1.6		)	NM
Corporate	(46.2		)	(35.5		)	-30	%
	$	87.1		$	101.0		-14	%

Note 2: The figures in the table above are for The Match Group segment and include DailyBurn, which will not be part of Match Group, Inc., the company undertaking the proposed initial public offering. Excluding the results for DailyBurn and, after giving effect to carve-out allocations of Corporate general and administrative expenses, Match Group, Inc. revenue and Adjusted EBITDA for Q3 2015 are $269.0 million and $82.7 million, respectively, reflecting growth of 18% and 30%, respectively, over the prior year period. Match Group, Inc. operating income for Q3 2015 is $58.4 million, reflecting a decline of 7% over the prior year period.

Search & Applications

Websites revenue decreased 10% due primarily to a decline in revenue at Ask.com and certain legacy businesses, partially offset by strong growth at About.com driven primarily by increased marketing. Applications revenue increased 2% due to 20% growth in B2C driven by higher queries from our desktop search applications and the contribution from mobile applications (via our acquisition of Apalon on November 3, 2014), partially offset by lower revenue in B2B. Adjusted EBITDA decreased 20% due primarily to the lower revenue at Ask.com, certain legacy businesses and B2B, as well as a significant increase in marketing spend in B2C.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

The Match Group

Dating revenue grew 11% due to 11% growth in both the North America and International businesses driven by increased Average PMC, partially offset by foreign exchange effects at the International business. Excluding foreign exchange effects, total Dating revenue would have increased 17% and International revenue would have increased 29%. Non-dating(3) revenue grew 108%, benefiting from a full quarter contribution from The Princeton Review (acquired on August 1, 2014). Adjusted EBITDA increased 37% due primarily to the higher revenue and the prior year period impact related to the write-off of $9.3 million of deferred revenue in connection with The Princeton Review and FriendScout24 acquisitions, partially offset by $2.5 million of costs in the current year period related to the ongoing consolidation and streamlining of our technology systems and European operations at our Dating businesses. Operating income increased 8% as the prior year period benefited from a $14.3 million contingent consideration fair value adjustment.

Media

Revenue grew 15% versus the prior year due primarily to strong growth at Vimeo. The Adjusted EBITDA loss reflects increased investment in Vimeo, partially offset by increased profits from Electus.

eCommerce

Revenue and Adjusted EBITDA increased 21% and 100%, respectively, due to significant growth at HomeAdvisor.

Corporate

Adjusted EBITDA loss increased due primarily to certain transaction related costs, as well as higher compensation costs. Operating loss reflects an increase of $8.5 million in stock-based compensation expense due primarily to the modification of certain equity awards in the current year period.

Note 3: Includes The Princeton Review, Tutor.com and DailyBurn.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

OTHER ITEMS

Q3 2015 Other income, net includes a $33.6 million pre-tax gain from a real estate transaction.

The effective tax rates for continuing operations and Adjusted Net Income in Q3 2015 were 38% and 37%, respectively. The effective tax rates were higher than the statutory rate due to state taxes, partially offset by foreign income taxed at lower rates.

The Q3 2014 income tax benefit of $59.8 million from continuing operations was primarily due to an $88.2 million reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009 during Q3 2014.

The effective tax rate for Adjusted Net Income in Q3 2014 was 26%. The Q3 2014 effective tax rate was lower than the statutory rate due primarily to the $12.8 million reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009 during Q3 2014. The Q3 2014 income tax benefit of $175.7 million to discontinued operations was due to the reduction in tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009. The total impact to Net Income in Q3 2014 was $263.9 million.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2015, IAC had 83.0 million common and class B common shares outstanding. As of October 23, 2015, the Company had 5.6 million shares remaining in its stock repurchase authorization. IAC may purchase shares over an indefinite period on the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.

As of September 30, 2015, IAC had $820.4 million in cash and cash equivalents and marketable securities as well as $1.0 billion in long-term debt. The Company has $300 million in unused borrowing capacity under its revolving credit facility. On October 7, 2015, the Company amended and extended its revolving credit facility, which will now expire on the five-year anniversary of the amendment and, concurrently, Match Group, Inc. executed a $500 million five-year revolving credit facility. The Match Group, Inc. credit facility is also currently undrawn.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

OPERATING METRICS

	Q3 2015		Q3 2014		Growth

SEARCH & APPLICATIONS (in millions)
Revenue
Websites (a)	$	188.1	$	209.1	-10	%
Applications (b)	189.0		185.6		2	%
Total Revenue	$	377.1	$	394.7	-4	%

Websites Page Views (c)	5,437		7,103		-23	%
Applications Queries (b)	5,706		4,456		28	%

THE MATCH GROUP
Dating Revenue (in millions)
North America (d)	$	158.6	$	142.5	11	%
International (e)	76.6		68.9		11	%
Total Dating Revenue	$	235.1	$	211.4	11	%

Dating Paid Subscribers(f) (in thousands)
North America (d)	2,641		2,462		7	%
International (e)	1,534		1,149		34	%
Total Dating Paid Subscribers	4,175		3,611		16	%

Dating Average PMC (f) (g) (in thousands)
North America (d)	2,676		2,457		9	%
International (e)	1,491		1,101		35	%
Total Dating Average PMC	4,167		3,558		17	%

HOMEADVISOR (in thousands)
Domestic Service Requests (h)	2,908		1,903		53	%
Domestic Accepts (i)	3,034		2,164		40	%

International Service Requests (h)	273		237		16	%
International Accepts (i)	406		423		-4	%

(a)	Websites revenue is principally composed of Ask.com, About.com, CityGrid, Dictionary.com, Investopedia, PriceRunner and Ask.fm.
(b)	Applications includes B2C, including SlimWare and Apalon, and B2B.
(c)	Websites page views include Ask.com, About.com, CityGrid, Dictionary.com, Investopedia and PriceRunner.
(d)	North America includes Match, Chemistry, People Media, OkCupid, Tinder and other dating businesses operating within the United States and Canada.
(e)	International includes Meetic, Tinder and all dating businesses operating outside of the United States and Canada.
(f)	In the registration statement on Form S-1 filed by Match Group, Inc. on October 16, 2015, Match Group, Inc. refers to “paid subscribers” as “paid members.” Beginning in Q4 2015, we will no longer disclose “paid subscribers” and will continue to disclose Average PMC.
(g)	Average PMC is calculated by summing the number of paid subscribers, 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.
(h)	Fully completed and submitted customer service requests on HomeAdvisor.
(i)	The number of times service requests are accepted by service professionals. A service request can be transmitted to and accepted by more than one service professional.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

DILUTIVE SECURITIES

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

		Avg.
		Exercise		As of
	Shares	Price		10/23/15			Dilution at:

Share Price				$	68.70		$	70.00		$	75.00		$	80.00		$	85.00

Absolute Shares as of 10/23/15	83.0			83.0			83.0			83.0			83.0			83.0

RSUs and Other	7.6			7.6			7.5			7.1			6.7			6.3
Options	7.2	$	51.50	2.0			2.0			2.3			2.6			2.8

Total Dilution				9.6			9.6			9.4			9.3			9.2
% Dilution				10.4		%	10.3		%	10.2		%	10.0		%	9.9		%
Total Diluted Shares Outstanding				92.6			92.5			92.4			92.2			92.2

CONFERENCE CALL

IAC will audiocast a conference call to answer questions regarding the Company’s third quarter 2015 results and management’s published remarks on Tuesday, October 27, 2015, at 8:30 a.m. Eastern Time. This call will include the disclosure of certain information, including forward-looking information, which may be material to an investor’s understanding of IAC’s business. The live audiocast will be open to the public at, and management’s remarks have been posted on, www.iac.com/Investors.

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

GAAP FINANCIAL STATEMENTS

IAC CONSOLIDATED STATEMENT OF OPERATIONS

($ in thousands except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014

Revenue	$	838,561		$	782,231		$	2,382,205		$	2,278,793
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	205,261			224,695			580,090			644,659
Selling and marketing expense	337,226			278,321			1,014,289			849,410
General and administrative expense	134,122			106,987			378,265			311,973
Product development expense	46,859			40,691			138,546			118,352
Depreciation	15,625			14,133			46,693			44,208
Amortization of intangibles	12,338			16,451			39,304			41,836
Total operating costs and expenses	751,431			681,278			2,197,187			2,010,438

Operating income	87,130			100,953			185,018			268,355

Equity in earnings (losses) of unconsolidated affiliates	398			(612		)	(78		)	(9,397		)
Interest expense	(15,992		)	(14,009		)	(45,270		)	(42,119		)
Other income (expense), net	34,000			4,113			39,826			(58,810		)
Earnings from continuing operations before income taxes	105,536			90,445			179,496			158,029
Income tax (provision) benefit	(40,510		)	59,816			(34,722		)	8,542
Earnings from continuing operations	65,026			150,261			144,774			166,571
Earnings (loss) from discontinued operations, net of tax	17			175,730			(11		)	174,048
Net earnings	65,043			325,991			144,763			340,619
Net loss attributable to noncontrolling interests	568			821			6,558			4,082
Net earnings attributable to IAC shareholders	$	65,611		$	326,812		$	151,321		$	344,701

Per share information attributable to IAC shareholders:
Basic earnings per share from continuing operations	$	0.79		$	1.81		$	1.82		$	2.05
Diluted earnings per share from continuing operations	$	0.74		$	1.70		$	1.71		$	1.93

Basic earnings per share	$	0.79		$	3.91		$	1.82		$	4.15
Diluted earnings per share	$	0.74		$	3.68		$	1.71		$	3.91

Dividends declared per common share	$	0.34		$	0.34		$	1.02		$	0.82

Stock-based compensation expense by function:
Cost of revenue	$	307		$	453		$	846		$	904
Selling and marketing expense	2,442			775			7,284			1,628
General and administrative expense	21,683			14,094			56,320			35,753
Product development expense	2,577			2,010			7,419			5,212
Total stock-based compensation expense	$	27,009		$	17,332		$	71,869		$	43,497

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

IAC CONSOLIDATED BALANCE SHEET

($ in thousands)

	September 30,			December 31,
	2015			2014
ASSETS

Cash and cash equivalents	$	766,448		$	990,405
Marketable securities	53,937			160,648
Accounts receivable, net	246,978			236,086
Other current assets	178,883			166,742
Total current assets	1,246,246			1,553,881

Property and equipment, net	299,078			302,459
Goodwill	1,769,141			1,754,926
Intangible assets, net	459,921			491,936
Long-term investments	138,825			114,983
Other non-current assets	114,107			56,693
TOTAL ASSETS	$	4,027,318		$	4,274,878

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable, trade	$	68,448		$	81,163
Deferred revenue	237,947			194,988
Accrued expenses and other current liabilities	347,062			397,803
Total current liabilities	653,457			673,954

Long-term debt	1,000,000			1,080,000
Income taxes payable	23,641			32,635
Deferred income taxes	417,326			409,529
Other long-term liabilities	62,476			45,191

Redeemable noncontrolling interests	25,227			40,427

Commitments and contingencies

SHAREHOLDERS’ EQUITY
Common stock	254			252
Class B convertible common stock	16			16
Additional paid-in capital	11,459,267			11,415,617
Retained earnings	391,492			325,118
Accumulated other comprehensive loss	(144,488		)	(87,700		)
Treasury stock	(9,861,350		)	(9,661,350		)
Total IAC shareholders’ equity	1,845,191			1,991,953
Noncontrolling interests	—			1,189
Total shareholders’ equity	1,845,191			1,993,142
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,027,318		$	4,274,878

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

IAC CONSOLIDATED STATEMENT OF CASH FLOWS

($ in thousands)

	Nine Months Ended September 30,
	2015			2014

Cash flows from operating activities attributable to continuing operations:
Net earnings	$	144,763		$	340,619
Less: (loss) earnings from discontinued operations, net of tax	(11		)	174,048
Earnings from continuing operations	144,774			166,571
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
Stock-based compensation expense	71,869			43,497
Depreciation	46,693			44,208
Amortization of intangibles	39,304			41,836
Impairment of long-term investments	1,304			64,281
Excess tax benefits from stock-based awards	(49,147		)	(41,320		)
Deferred income taxes	(7,851		)	88,739
Equity in losses of unconsolidated affiliates	78			9,397
Acquisition-related contingent consideration fair value adjustments	(17,906		)	(13,781		)
Gain on real estate transaction	(33,586		)	—
Other adjustments, net	13,852			10,080
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(25,822		)	(12,779		)
Other assets	(13,746		)	(8,735		)
Accounts payable and other current liabilities	(17,453		)	(24,183		)
Income taxes payable	(13,748		)	(114,584		)
Deferred revenue	45,674			41,667
Other changes in assets and liabilities, net	(182		)	(233		)
Net cash provided by operating activities attributable to continuing operations	184,107			294,661
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired	(43,286		)	(244,196		)
Capital expenditures	(44,558		)	(39,033		)
Proceeds from maturities and sales of marketable debt securities	192,928			998
Purchases of marketable debt securities	(93,134		)	(110,886		)
Purchases of long-term investments	(25,073		)	(17,703		)
Other, net	4,456			11,924
Net cash used in investing activities attributable to continuing operations	(8,667		)	(398,896		)
Cash flows from financing activities attributable to continuing operations:
Principal payment on long-term debt	(80,000		)	—
Purchase of treasury stock	(200,000		)	—
Dividends	(84,947		)	(68,505		)
Issuance of common stock, net of withholding taxes	(40,197		)	(4,823		)
Excess tax benefits from stock-based awards	49,147			41,320
Purchase of noncontrolling interests	(29,899		)	(30,328		)
Funds returned from escrow for Meetic tender offer	—			12,354
Acquisition-related contingent consideration payments	(5,712		)	(7,659		)
Other, net	512			(1,397		)
Net cash used in financing activities attributable to continuing operations	(391,096		)	(59,038		)
Total cash used in continuing operations	(215,656		)	(163,273		)
Total cash used in discontinued operations	(190		)	(171		)
Effect of exchange rate changes on cash and cash equivalents	(8,111		)	(5,288		)
Net decrease in cash and cash equivalents	(223,957		)	(168,732		)
Cash and cash equivalents at beginning of period	990,405			1,100,444
Cash and cash equivalents at end of period	$	766,448		$	931,712

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

IAC RECONCILIATION OF OPERATING CASH FLOW FROM CONTINUING OPERATIONS TO FREE CASH FLOW

($ in millions; rounding differences may occur)

	Nine Months Ended September 30,
	2015			2014
Net cash provided by operating activities attributable to continuing operations	$	184.1		$	294.7
Capital expenditures	(44.6		)	(39.0		)
Tax refunds related to sales of a business and an investment	(2.1		)	(0.8		)
Free Cash Flow	$	137.5		$	254.8

For the nine months ended September 30, 2015, consolidated Free Cash Flow decreased $117.4 million due primarily to lower Adjusted EBITDA and higher income tax payments.

IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

(in thousands except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net earnings attributable to IAC shareholders	$	65,611		$	326,812		$	151,321		$	344,701
Stock-based compensation expense	27,009			17,332			71,869			43,497
Amortization of intangibles	12,338			16,451			39,304			41,836
Acquisition-related contingent consideration fair value adjustments	(960		)	(14,281		)	(17,906		)	(13,781		)
Gain on sale of VUE interests and related effects	—			(50,542		)	—			(48,588		)
Discontinued operations, net of tax	(17		)	(175,730		)	11			(174,048		)
Impact of income taxes and noncontrolling interests	(13,646		)	(38,068		)	(41,262		)	(56,836		)
Adjusted Net Income	$	90,335		$	81,974		$	203,337		$	136,781

GAAP Basic weighted average shares outstanding	82,910			83,591			82,924			83,088
Options and RSUs, treasury method	5,990			5,199			5,323			5,167
GAAP Diluted weighted average shares outstanding	88,900			88,790			88,247			88,255
Impact of RSUs	470			385			410			325
Adjusted EPS weighted average shares outstanding	89,370			89,175			88,657			88,580

GAAP Diluted earnings per share	$	0.74		$	3.68		$	1.71		$	3.91

Adjusted EPS	$	1.01		$	0.92		$	2.29		$	1.54

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

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

IAC RECONCILIATION OF SEGMENT NON-GAAP MEASURE TO GAAP MEASURE

($ in millions; rounding differences may occur)

	For the three months ended September 30, 2015
	Adjusted EBITDA			Stock-based compensation expense			Depreciation			Amortization of intangibles			Acquisition-related contingent consideration fair value adjustments			Operating income (loss)
Search & Applications	$	74.4		$	—		$	(3.8	)	$	(6.7	)	$	1.5		$	65.4
The Match Group	84.3			(1.1		)	(6.2		)	(4.4		)	(0.8		)	71.9
Media	(7.7		)	—			(0.3		)	(0.4		)	0.2			(8.3		)
eCommerce	7.7			(0.4		)	(2.2		)	(0.9		)	—			4.2
Corporate	(17.6		)	(25.4		)	(3.2		)	—			—			(46.2		)
Total	$	141.1		$	(27.0	)	$	(15.6	)	$	(12.3	)	$	1.0		$	87.1

Match Group, Inc.	$	82.7		$	(13.1	)	$	(6.1	)	$	(4.4	)	$	(0.8	)	$	58.4

	For the three months ended September 30, 2014
	Adjusted EBITDA			Stock-based compensation expense			Depreciation			Amortization of intangibles			Acquisition-related contingent consideration fair value adjustments		Operating income (loss)
Search & Applications	$	93.1		$	—		$	(3.6	)	$	(9.1	)	$	—	$	80.4
The Match Group	61.4			(0.1		)	(5.8		)	(3.3		)	14.3		66.4
Media	(7.7		)	(0.2		)	(0.2		)	(0.6		)	—		(8.7		)
eCommerce	3.9			(0.1		)	(2.0		)	(3.3		)	—		(1.6		)
Corporate	(16.1		)	(16.9		)	(2.6		)	—			—		(35.5		)
Total	$	134.6		$	(17.3	)	$	(14.1	)	$	(16.5	)	$	14.3	$	101.0

Match Group, Inc.	$	63.5		$	(5.8	)	$	(5.8	)	$	(3.3	)	$	14.3	$	62.9

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

IAC RECONCILIATION OF SEGMENT NON-GAAP MEASURE TO GAAP MEASURE

($ in millions; rounding differences may occur)

	For the nine months ended September 30, 2015
	Adjusted EBITDA			Stock-based compensation expense			Depreciation			Amortization of intangibles			Acquisition-related contingent consideration fair value adjustments		Operating income (loss)
Search & Applications	$	226.2		$	—		$	(11.1	)	$	(20.6	)	$	3.8	$	198.3
The Match Group	175.0			(3.8		)	(19.9		)	(14.1		)	11.5		148.7
Media	(37.8		)	(0.3		)	(0.7		)	(1.2		)	2.6		(37.4		)
eCommerce	7.3			(1.2		)	(6.3		)	(3.4		)	—		(3.6		)
Corporate	(45.7		)	(66.5		)	(8.8		)	—			—		(120.9		)
Total	$	325.0		$	(71.9	)	$	(46.7	)	$	(39.3	)	$	17.9	$	185.0

	For the nine months ended September 30, 2014
	Adjusted EBITDA			Stock-based compensation expense			Depreciation			Amortization of intangibles			Acquisition-related contingent consideration fair value adjustments		Operating income (loss)
Search & Applications	$	266.5		$	—		$	(13.1	)	$	(24.8	)	$	—	$	228.5
The Match Group	178.2			(0.3		)	(17.2		)	(6.8		)	13.6		167.4
Media	(24.5		)	(0.5		)	(0.7		)	(1.6		)	0.2		(27.1		)
eCommerce	11.2			(0.1		)	(5.6		)	(8.6		)	—		(3.1		)
Corporate	(47.2		)	(42.5		)	(7.5		)	—			—		(97.3		)
Total	$	384.1		$	(43.5	)	$	(44.2	)	$	(41.8	)	$	13.8	$	268.4

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

IAC’S PRINCIPLES OF FINANCIAL REPORTING

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

Definitions of Non-GAAP Measures

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and goodwill and intangible asset impairments and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. We believe Adjusted EBITDA is a useful measure 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 Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net earnings attributable to IAC shareholders excluding, net of tax effects and noncontrolling interests, if applicable: (1) stock-based compensation expense, (2) acquisition-related items consisting of (i) amortization of intangibles and goodwill and intangible asset impairments and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, (3) income or loss effects related to IAC’s former passive ownership in VUE, and (4) discontinued operations. We believe Adjusted Net Income is useful to investors because it represents IAC’s consolidated results taking into account depreciation, which management believes is an ongoing cost of doing business, as well as other charges that are not allocated to the operating businesses such as interest expense, income taxes and noncontrolling interests, but excluding the effects of any other non-cash expenses.

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

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

Free Cash Flow is defined as net cash provided by operating activities, less capital expenditures. In addition, Free Cash Flow excludes, if applicable, tax payments and refunds related to the sales of certain businesses and investments, including IAC’s interests in VUE, an internal restructuring and dividends received that represent a return of capital due to the exclusion of the proceeds from these sales and dividends from cash provided by operating activities. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account non-operational cash movements. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. For example, it does not take into account stock repurchases. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

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

Stock-based compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of stock options, restricted stock units 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; however, performance-based RSUs are included only to the extent the performance criteria have been met (assuming the end of the reporting period is the end of the contingency period). We view the true cost of stock options, restricted stock units and performance-based RSUs as the dilution to our share base, and such awards are included in our shares outstanding for Adjusted EPS purposes as described above under the definition of Adjusted EPS. Upon the exercise of certain stock options and vesting of restricted stock units 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 relating primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as content, technology, customer lists, advertiser and supplier relationships, 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. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.

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

Income or loss effects related to IAC’s former passive ownership in VUE are excluded from Adjusted Net Income and Adjusted EPS because IAC had no operating control over VUE, which was sold for a gain in 2005, had no way to forecast this business, and did not consider the results of VUE in evaluating the performance of IAC’s businesses.

Free Cash Flow

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

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

OTHER INFORMATION

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

This press release and our conference call, which will be held at 8:30 a.m. Eastern Time on October 27, 2015, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC’s future financial performance, IAC’s business prospects and strategy, anticipated trends and prospects in the industries in which IAC’s businesses operate 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: changes in senior management at IAC and/or its businesses, changes in our relationship with, or policies implemented by, Google, adverse changes in economic conditions, either generally or in any of the markets in which IAC’s businesses operate, adverse trends in the online advertising industry or the advertising industry generally, our ability to convert visitors to our various websites into users and customers, our ability to offer new or alternative products and services in a cost-effective manner and consumer acceptance of these products and services, operational and financial risks relating to acquisitions, changes in industry standards and technology, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC’s filings with the Securities and Exchange Commission (“SEC”). Other unknown or unpredictable factors that could also adversely affect IAC’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this press release. IAC does not undertake to update these forward-looking statements.

About IAC

Contact Us

IAC Investor Relations

Mark Schneider / Alexandra Caffrey

(212) 314-7400

IAC Corporate Communications

Isabelle Weisman

(212) 314-7361

IAC

555 West 18th Street, New York, NY 10011 (212) 314-7300 http://iac.com

* * *

Exhibit 99.3

IAC Q3 2015 Management’s Prepared Remarks

Set forth below are IAC management’s prepared remarks relating to IAC’s earnings announcement for the third quarter of 2015. IAC will audiocast a conference call to answer questions regarding the Company’s Q3 financial results and these prepared remarks on Tuesday, October 27, 2015 at 8:30 a.m. Eastern Time. The live audiocast will be open to the public at www.iac.com/Investors. These prepared remarks will not be read on the call.

Non-GAAP Financial Measures

These prepared remarks contain references to certain non-GAAP measures which, as a reminder, include Adjusted EBITDA, to which we’ll refer in these prepared remarks as “EBITDA” for simplicity. These non-GAAP financial measures should be considered in conjunction with, but not as a substitute for, financial information presented in accordance with GAAP. Please refer to our Q3 2015 press release and the investor relations section of our website for all comparable GAAP measures and full reconciliations for all material non-GAAP measures.

Please see the Safe Harbor Statement at the end of these remarks.

Joey Levin, CEO, IAC

We’ve had one of the busiest quarters I can recall, having renewed our long-term partnership with Google, announced the $575 million acquisition of PlentyOfFish to strengthen our leadership position in the dating category, and made great progress on the Match equity and debt offerings to properly capitalize both IAC and Match Group, Inc. Our businesses posted solid results overall, with revenue growth accelerating to 7%. In addition to 19% revenue growth at The Match Group, we saw revenue growth accelerate in four key areas including HomeAdvisor, Vimeo, our premier branded publishing properties (specifically About, Dictionary, The Daily Beast, and Investopedia) and our consumer applications (B2C) businesses, posting 32%, 27%, 31% and 20% growth, respectively. IAC’s consolidated EBITDA also returned to growth.

Before I get into the business performance, I want to cover the new Google deal, which is a tremendous accomplishment for our Search & Applications business after a very long process and a lot of work. To put in context, I think over the term of our relationship we’ve generated nearly $10 billion in revenue through our partnership with Google and this extension makes clear that we have plenty more to deliver. We signed a worldwide deal for the next four years beginning in Q2 2016, which we can exit at our option after year 3. Google will continue to provide IAC with global access to algorithmic search and search advertising products — which remain the strongest in the world — on favorable terms. Most significantly, we’ve locked in our revenue share in desktop at current rates for the duration of the new term. We will continue to maintain a largely exclusive relationship on desktop, subject to a few carve outs, putting us in a solid position on a global basis for the years ahead. On the mobile side, we’ll be changing the relationship to non-exclusive at a lower revenue share. Today, mobile revenue from Google represents only a modest portion of the segment total. On the Applications side, the revenue from Google on mobile is negligible.

In connection with the renewal, we will be accelerating our transition towards browser extensions that leverage native API’s and opt-in offers as compared to “opt-out” offers for search settings changes. This has long been a source of friction with a vocal minority of Internet users and over the last 18 months we have made significant strides, such that 40% of our Applications revenue (and an even higher portion of installs) are now derived from “opt-in” distribution of our software. We believe this is the right strategy for the long term for most of our business as browsers continue to invest in their own native extension environments and consumers get more accustomed to “app” stores, but this approach may impact both product design and conversion rates for our consumer and partnership (B2B) businesses. As a result, we anticipate that this change, among others, will lead to some loss or restructuring, especially in cases where it’s more difficult for our partners to modify the products or marketing where required. These partnerships tend to be the ones which have seen the most volatility over the last few years and, as we’ve discussed for a while now, have already seen meaningful reductions in their business given ongoing changes to the various browsers and operating systems. Overall, as we add up the various changes to the agreement, we’ll set a new solid baseline following transition to the new terms and expect to be able to resume long-term growth from there. Given all the changes, and the fact that the agreement doesn’t go into effect until almost 6 months from now, it’s far too early to provide accurate guidance, but I believe we ought to be able to add another $4 billion of revenue over the new term of the partnership.

Turning to the Search & Applications performance overall, we expect to be right around $300 million of EBITDA for 2015 as we make some adjustments in preparation for the renewal. On Websites, we’ve

built a great deal of positive momentum in the publishing businesses this year and we think we have great prospects looking forward. The combination of About, Dictionary and Investopedia has reached approximately 3.6 billion page views — and over 50% of these and rising are on mobile. We’ve discussed the upgraded user experience and experts at About extensively, and we continue to be happy with what the team has done with the product. We are also starting to see nice progress at Investopedia, which we acquired in 2014 and are building into a trusted, unbiased financial information resource. Revenue at Investopedia is up around 30% year to date and traffic continues to grow nicely while we simultaneously improve monetization. Page views were up 21% year-over-year at Investopedia in the quarter, and the team is just getting going on the mobile experience. Mobile page views grew 40% in the quarter but are still just 28% of the total, so there is a great deal of opportunity there.

The strong top line performance of the key brands I mentioned within Websites has been masked by revenue decreases in our search and performance marketing businesses, such as Ask and certain assets that came with the Investopedia acquisition. Those businesses have been volatile over the last few years, as we have adjusted to changes in the search engine ecosystem and the rules related to advertising on those platforms. We’ve generally been able to rebuild from each change and resume growth again, but overall, these businesses have declined on a year-on-year basis, mostly from changes in the first quarter of this year. On Websites overall, we capitalized on some big marketing opportunities in Q3 which probably won’t continue into Q4, but still expect to grow revenues sequentially in Q4 and, based on lower marketing and high seasonal sell-through of direct advertising, should improve margins a little.

We frequently talk about the benefit of our portfolio strategy, and we saw in Applications this quarter, similar to Websites, we had some businesses performing better than others. The consumer applications continue to grow revenue sequentially and year-on-year while distribution through partnerships continued to decline. Our consumer business has been able to grow consistently by delivering products with high utility, monetized primarily through search but increasingly through other forms of advertising and premium upsells. We now have 35 million daily active users spread across 115 products on desktop and another 2.8 million daily active users spread across 53 products on mobile. In addition, we have 1.3 million paid subscribers on our SlimWare software platform, where we continue to grow and offer new products at higher price points. Collectively, across mobile and desktop our consumer applications are being downloaded more than 1 million times per day. In Q3 we launched a premium tech support product - enabling 24-7 access to qualified support personnel - which we’ve slowly begun to offer to our existing customers and have big expectations for the potential. In aggregate, our Applications business grew 20%

year on year in the quarter if we exclude the partnership business. Applications overall has been an incredible and underappreciated machine over the years.

In the Media segment, Vimeo continues to grow its position as a premium online video platform. We now have over 660,000 creators with paid subscriptions to use Vimeo’s quality, ad-free platform to share and sell their content.

As Vimeo’s creator base continues to grow, so does its content catalog and audience. In September, Vimeo reached a new all-time high ranking of #4 in comScore’s US video rankings, behind only Google, Facebook and Yahoo!. September was also a record month for Vimeo’s Video on Demand marketplace, with VOD revenue for Q3 in total up nearly 2.5 times over Q3 in 2014. We also continue to see increasing network effects in the VOD marketplace, where we’ve had over 8,000 creators upload nearly 27,000 VOD titles which have been bought by over 1 million viewers - a 25% sequential increase in buyers over the prior quarter.

While in aggregate, the net revenue from VOD buyers for Vimeo is still early, we are proving the global marketplace as more creators upload and sell quality, ad-free content directly to paying viewers through our open platform.

Moving on to eCommerce, we have seen HomeAdvisor establish tremendous momentum with both consumers and service professionals to emerge as the category leader in the home services space. HomeAdvisor will reach nearly $360 million in net revenue this year on an estimated $25-$30 billion of gross marketplace transactions. With essentially zero revenue paid by consumers today, we believe our share of spend among service providers compares very favorably to the competition. Last week we surpassed 100,000 active screened and approved service professionals on our network to maintain our substantial lead as the largest screened network in the industry, over 95% of whom have paid us in the last 30 days. It’s an impressive statistic not just because of the direct implications on revenue, but also because it demonstrates the level of engagement among our service professionals and therefore our ability to deliver a best-in-class consumer experience. HomeAdvisor is in a far better position to satisfy consumer demand with high quality professionals eager to not only win a potential job, but deliver the quality work that will allow that professional to continue to thrive on the platform. Consumers demand trust, reliability, and quality work from professionals who service their homes. With a competitive nationwide network of engaged home service professionals nearly double that of our next closest competitor, and a robust and reliable system of ratings and reviews from proven customers, the platform

has begun to reinforce the quality loop. We are continuing to grow the number of paying service providers around 30% year-over-year, and as we’ve gotten more efficient, we are continuing to add sales resources and testing opening sales offices in new cities.

Revenue at the core domestic business — which is nearly 85% of the total HomeAdvisor revenue — accelerated to 46% growth in third quarter, the 8th consecutive quarter of acceleration. As with Vimeo, we see this acceleration as a byproduct of the strong network effects in this business. On the product side, we’ve put a great deal of energy into improving our mobile product, and have seen service request growth of 145% on mobile. Over the course of the first half of the year, we rolled out two new products which we think will drive satisfaction and repeat usage for both sides of the marketplace — Instant Connect, where a consumer is connected immediately by phone to an appropriate service professional, and Instant Booking, where a consumer can book an appointment online directly into a professional’s calendar. We’ve seen these products go from zero to 7% of the total request mix even though we just finished national rollout about 3 months ago — and we are seeing net promoter scores north of 40 for these products, which is incredible in the home services space. We believe that with its network momentum and its focus on product innovation HomeAdvisor is well positioned for continued market leadership and significant growth. I think we can maintain or improve the exceptional growth rates we saw in 2015 into 2016 and start to drop down a bit more margin. Given the opportunity in the space, we’ll prioritize growth over margin near-term but I think we can still improve profit while investing.

Overall, I like where we’ve placed our bets and expect the mix of high-growth marketplaces and cash flow businesses will allow us to continue to deploy capital effectively.

Greg Blatt, Chairman, The Match Group

The Match Group grew revenue approximately 19% (25% net of FX effects) and EBITDA approximately 40%, year over year. We expect to complete our acquisition of PlentyOfFish this week, adding another of the leading global dating brands to our portfolio, at which point we will have over 59 million monthly active users and 4.7 million paying users. All in all, a solid quarter with lots of positive activity.

Dating revenue growth accelerated in the quarter to 11% (17% net of FX). Domestically, revenue grew 11% fueled by a 9% increase in Average PMC and a 2% increase in rate. Average PMC grew primarily due to higher starting PMC, increases in new users across our major brands, and increases in the

percentage of new users becoming paying members. Rate grew due to meaningful increases in mix-adjusted rate, partially offset by mix-shift to lower rate products. Internationally, revenue grew by 11% fueled by growth in Average PMC of 35% but largely offset by FX effects. Ignoring FX effects, International revenue was up 29%. Average PMC growth was driven by higher starting PMC, increases in new users across our major brands, and increases in the percentage of new users becoming paying members. On an FX adjusted basis, rate was down 4% due to a mix shift to lower rate brands.

The Tinder subscription business continues to perform well, as we have been able to deliver optional paid features that a portion of our users highly value, while enhancing the vibrancy of the community through their introduction. The “Super Like” feature is a great example. Tinder rolled out “Super Like” globally in early October, and it has driven an increase in subscription rates, an increase in match rates, and higher rates of conversations. As mentioned on earlier calls, Tinder product resources are primarily now focused on growth initiatives, not monetization initiatives, for the upcoming few product cycles, though we expect our existing subscription product to continue to drive revenue growth even without enhancements.

Tinder’s success this year has been partially offset by the impact of certain trends on the rest of our businesses, all as previously discussed, and this continued in the third quarter. The continued shift to mobile devices in our businesses with pre-existing desktop businesses, while long-term positive, continues to present conversion challenges in the near term. While each mobile product has its own conversion characteristics, on average our mobile products have lower conversion than their desktop counterparts. Additionally, on the marketing side, we continue to adapt to changes in both television and online viewing/usage patterns, with our increases in marketing spend generally coming in lower cost, but lower converting, channels, many of which are mobile.

Another factor reducing conversion has been meaningful increase in overall rate in these businesses. Like any business, we are constantly optimizing between pricing and volume, and of late the price/volume curve has been responsive to price increases in a revenue positive way, but those increases do place some downward pressure on volume.

As we have previously discussed, the transition to mobile will continue to slow over time, as our overall percentage of new registrations coming through mobile devices was up to 72% in Q3. This will positively impact conversion growth rates, and we expect our continued efforts at conversion improvement through product development to positively impact conversion as well. On the marketing side, we believe that mobile advertising opportunities will increase over time as publishers increasingly

develop ad products that can deliver positive returns for advertisers at scale, thus narrowing the now considerable gap between user activity and advertising opportunity that currently exists in the mobile space.

Our technology and organizational streamlining project continues to make progress, as we recently completed two of the three migration waves for our Latin America business. We expect to complete the third and final Latin American wave in the fourth quarter, at which point we will have eliminated an entire technology platform. We expect to do the same thing with our People Media platform in 2016. We spent $2.5 million in connection with these projects in Q3 2015, most of which was consulting fees and severance. This was less than what we had expected, but was partially a shift back to Q4 2015. As a result, we now expect about $3 million of expenses for the balance of 2015. (Unless indicated otherwise, all references to EBITDA for The Match Group, in both these remarks and related Q & A, exclude these costs.) As mentioned on our last call, our project is also modestly behind schedule, pushing some of our anticipated savings from 2016 into 2017.

EBITDA grew faster than revenue, driven by both Dating and Non-dating. Modest profit contributions from The Princeton Review compared to more meaningful losses incurred in Q3 2014, which was our first quarter of ownership. In Dating, we coupled margin expansion with strong revenue growth, driven primarily by a decline in marketing costs as a percentage of revenue.

All in all, while our long-term outlook for the business remains unchanged, and our quarterly results were solid, our paid member count, and our near-term outlook, are both behind where we had previously expected them to be, driven primarily by the factors discussed in these remarks: the impact on conversion of the shift from desktop to mobile in a number of our businesses, mix-shift to lower converting marketing channels, and delays in our technology project.

Turning to our previously announced financing transactions, we continue to make meaningful progress, now having closed a $500 million standalone revolving credit facility, publicly filed the S-1 for our IPO and launched an exchange of new bonds for existing IAC bonds.

Jeff Kip, Executive Vice President, IAC

As Joey noted, consolidated revenue was up 7% year on year, and EBITDA was up 5%, 8% excluding the one-time tech and acquisition-related costs at the Match Group and IPO-related costs at Corporate.

Search & Applications revenue was up sequentially 7%, better than we expected, as the Ask business rebounded from first quarter algorithm changes and the branded content and consumer applications businesses performed well. The 4% year-over-year decline was driven by two issues well-covered in previous quarters: (1) weakness in the partnership applications business and (2) algorithm changes in the 1st quarter of 2015 which impacted Ask significantly. Segment EBITDA was down year-over-year as expected on both revenue declines and expanded marketing in our stronger businesses.

Looking ahead, we expect both segment revenue and segment EBITDA to be sequentially flattish from the 3rd to the 4th quarter. For the full year, we expect some year-over-year revenue decline and around $300 million in EBITDA.

In the Media and eCommerce segments combined, we saw revenue growth in the quarter increase to 19% year-over-year, driven primarily by HomeAdvisor’s domestic business, but also by growth at Vimeo, where revenue growth accelerated for the second straight quarter to 27%.

EBITDA for the two segments combined was essentially breakeven in the quarter, better than expected, as again HomeAdvisor outperformed, with approximately $9 million of EBITDA on nearly $100 million of revenue.

For the 4th quarter, we expect mid-teens revenue growth out of the two segments combined, with Vimeo and HomeAdvisor continuing more or less apace of their current rates and the deceleration driven by more challenging comparisons in HomeAdvisor’s restructured European operations and our smaller media businesses. In terms of EBITDA, we expect the two segments together to be breakeven to modestly profitable on improved profitability across almost all businesses.

In terms of our balance sheet, first, we have amended and extended through 2020 our $300 million IAC credit facility; secondly, we plan to retire a targeted $500 million of our existing bonds through a combination of the exchange offer Greg mentioned and a follow-on cash tender. Finally, following the bond exchange and the Match Group, Inc. debt financing, we expect to have over $1 billion in cash on our balance sheet available to invest.

Safe Harbor Statement

These prepared remarks contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC’s future financial performance, IAC’s business prospects and strategy, anticipated trends and prospects in the industries in which IAC’s businesses operate 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: changes in senior management at IAC and/or its businesses, changes in our relationship with, or policies implemented by, Google, adverse changes in economic conditions, either generally or in any of the markets in which IAC’s businesses operate, adverse trends in the online advertising industry or the advertising industry generally, our ability to convert visitors to our various websites into users and customers, our ability to offer new or alternative products and services in a cost-effective manner and consumer acceptance of these products and services, operational and financial risks relating to acquisitions, changes in industry standards and technology, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC’s filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect IAC’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of IAC’s Q3 2015 quarterly earnings announcement. IAC does not undertake to update these forward-looking statements.

Exhibit 99.4

MATCH GROUP, INC. UNAUDITED HISTORICAL COMBINED FINANCIAL STATEMENTS

Match Group, Inc. (“Match Group”) historical combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of IAC/InterActiveCorp (“IAC”). The combined financial statements reflect the historical financial position, results of operations and cash flows of the Match Group businesses since their respective dates of acquisition by IAC and 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. For the purpose 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 Match Group, its subsidiaries and the entities comprising Match Group have been eliminated. All intercompany transactions between Match Group and IAC and its subsidiaries, with the exception of notes payable due to IAC subsidiaries, are considered to be effectively settled for cash at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheet as “Invested capital.” The notes payable due to IAC subsidiaries are included in “Long-term debt—related party” in the accompanying combined balance sheet.

In the opinion of Match Group’s management, the assumptions underlying the historical combined financial statements of Match Group, including the basis on which the expenses have been allocated from IAC, are reasonable. However, the allocations may not reflect the expenses that Match Group may have incurred as an independent, stand-alone company for the periods presented.

The accompanying unaudited combined financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the SEC. In the opinion of Match Group’s management, the accompanying unaudited combined financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year.

A-1

Match Group, Inc. and Subsidiaries

Combined balance sheet

(Unaudited)

	December 31, 2014			September 30, 2015
	(In thousands)
ASSETS
Cash and cash equivalents	$	127,630		$	282,543
Accounts receivable, net of allowance and reserves of $1,133 and $1,293, respectively	33,735			59,212
Other current assets	33,737			45,041
Total current assets	195,102			386,796
Property and equipment, net of accumulated depreciation and amortization of $58,159 and $70,901, respectively	42,997			42,586
Goodwill	793,763			805,969
Intangible assets, net of accumulated amortization of $17,824 and $18,364, respectively	207,613			200,516
Long-term investments	62,979			65,156
Other non-current assets	5,580			14,024
TOTAL ASSETS	$	1,308,034		$	1,515,047
LIABILITIES AND SHAREHOLDER EQUITY
LIABILITIES:
Accounts payable	$	11,797		$	20,348
Deferred revenue	134,790			156,225
Accrued expenses and other current liabilities	94,719			93,221
Total current liabilities	241,306			269,794
Long-term debt—related party	190,586			185,429
Income taxes payable	11,442			9,836
Deferred income taxes	47,800			41,528
Other long-term liabilities	13,446			39,400
Redeemable noncontrolling interests	3,678			6,914
Commitments and contingencies
SHAREHOLDER EQUITY:
Invested capital	877,635			1,091,346
Accumulated other comprehensive loss	(78,048		)	(129,200		)
Total Match Group, Inc. shareholder equity	799,587			962,146
Noncontrolling interests	189			—
Total shareholder equity	799,776			962,146
TOTAL LIABILITIES AND SHAREHOLDER EQUITY	$	1,308,034		$	1,515,047

A-2

Match Group, Inc. and Subsidiaries

Combined statement of operations

(Unaudited)

	Nine months ended September 30,
	2014			2015
	(In thousands)
Revenue	$	649,272		$	752,857
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	82,079			131,118
Selling and marketing expense	271,236			289,844
General and administrative expense	74,351			121,303
Product development expense	36,614			50,740
Depreciation	17,122			19,804
Amortization of intangibles	6,841			14,130
Total operating costs and expenses	488,243			626,939
Operating income	161,029			125,918
Interest expense—related party	(23,214		)	(6,879		)
Other income, net	8,628			8,341
Earnings before income taxes	146,443			127,380
Income tax provision	(46,434		)	(42,632		)
Net earnings	100,009			84,748
Net (earnings) loss attributable to noncontrolling interests	(522		)	42
Net earnings attributable to Match Group, Inc.’s shareholder	$	99,487		$	84,790
Stock-based compensation expense by function:
Cost of revenue	$	465		$	342
Selling and marketing expense	255			4,883
General and administrative expense	13,476			22,076
Product development expense	2,414			3,681
Total stock-based compensation expense	$	16,610		$	30,982

A-3

Match Group, Inc. and Subsidiaries

Combined statement of cash flows

(Unaudited)

	Nine months ended September 30,
	2014			2015
	(In thousands)
Cash flows from operating activities:
Net earnings	$	100,009		$	84,748
Adjustments to reconcile earnings to net cash provided by operating activities:
Stock-based compensation expense	16,610			30,982
Depreciation	17,122			19,804
Amortization of intangibles	6,841			14,130
Excess tax benefits from stock-based awards	(5,283		)	(31,285		)
Deferred income taxes	2,453			(8,646		)
Acquisition-related contingent consideration fair value adjustments	(13,581		)	(11,479		)
Other adjustments, net	(5,445		)	(11,274		)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(5,624		)	(25,116		)
Other current assets	(4,511		)	(7,447		)
Accounts payable and accrued expenses and other current liabilities	(6,178		)	20,834
Income taxes payable	5,329			26,993
Deferred revenue	21,482			23,997
Net cash provided by operating activities	129,224			126,241
Cash flows from investing activities:
Acquisitions, net of cash acquired	(113,871		)	(40,712		)
Capital expenditures	(14,583		)	(19,916		)
Purchases of long-term investments	(4,536		)	—
Other, net	180			(8,402		)
Net cash used in investing activities	(132,810		)	(69,030		)
Cash flows from financing activities:
Funds returned from escrow related to Meetic tender offer	12,354			—
Purchase of noncontrolling interests	(30,328		)	(557		)
Transfers to IAC/InterActiveCorp	(80,767		)	75,945
Proceeds from the issuance of related party debt	119,101			—
Acquisition-related contingent consideration payments	(7,373		)	(5,510		)
Excess tax benefits from stock-based awards	5,283			31,285
Net cash provided by financing activities	18,270			101,163
Effect of exchange rate changes on cash and cash equivalents	(5,113		)	(3,461		)
Net increase in cash and cash equivalents	9,571			154,913
Cash and cash equivalents at beginning of period	125,226			127,630
Cash and cash equivalents at end of period	$	134,797		$	282,543

A-4

Exhibit 99.5

MATCH GROUP, INC. UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Overview

The unaudited pro forma combined statement of operations for the year ended December 31, 2014 and nine months ended September 30, 2014 and 2015 presents the acquisition of PlentyOfFish (as defined below) and the Exchange Offer (as defined below), borrowings under the Term Loan Facility (as defined below) and the related application of proceeds as if they had been completed as of January 1, 2014. The unaudited pro forma combined balance sheet as of September 30, 2015 presents the acquisition of PlentyOfFish and the Exchange Offer, borrowings under the Term Loan Facility and the related application of proceeds as if they had been completed as of September 30, 2015. The pro forma adjustments give effect to the acquisition of PlentyOfFish and the Exchange Offer, borrowings under the Term Loan Facility and the related application of proceeds, as described below.

The unaudited pro forma combined financial statements were prepared using:

(i)	the historical combined financial statements of Match Group, Inc. and Subsidiaries for the year ended December 31, 2014 and the nine months ended September 30, 2014 and 2015; and

(ii)	the historical consolidated financial statements of PlentyofFish Media Inc. and Subsidiaries for the year ended December 31, 2014, the nine months ended September 30, 2014 and the six months ended June 30, 2015.

The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and Match Group management believes such assumptions are reasonable.

These unaudited pro forma combined financial statements are for informational purposes and are not necessarily indicative of Match Group’s results of operations or financial condition had the acquisition of PlentyOfFish and the Exchange Offer, borrowings under the Term Loan Facility and the related application of proceeds been completed on the dates assumed or generally.

Acquisition of PlentyOfFish

On July 13, 2015, Match Group entered into a stock purchase agreement to acquire all of the outstanding equity interests in PlentyofFish Media, Inc. (“PlentyOfFish”) for aggregate consideration of $575.0 million, subject to a customary post-closing adjustment based on, among other things, the amount of working capital in the business at the closing date. The acquisition price will be allocated to the fair value of the assets acquired and liabilities assumed.

The fair value of the assets acquired and liabilities assumed are based upon preliminary estimates. Accordingly, the purchase price allocation and pro forma adjustments are subject to further adjustments as additional information becomes available and additional analyses are performed, and each further adjustment may be material.

The Exchange Offer and Term Loan Facility

The pro forma information has been prepared assuming:

· $500.0 million of Match Notes (as defined below) are issued;

· $800.0 million of borrowings under the Term Loan Facility; and

· no amounts are drawn under the $500.0 million Match Credit Agreement.

The $800 million in proceeds under the Term Loan Facility are assumed to be used as follows:

· repayment of $185.4 million of related party debt of Match Group;

B-1

· distribution of $540.8 million in cash to IAC;

· retention of $50.0 million for general corporate purposes; and

· payment of $23.7 million in fees and expenses associated with the Term Loan Facility, the Match Notes and the Match Credit Agreement.

Definitions

“Exchange Offer” means the private offer commenced on October 16, 2015 by Match Group to eligible holders to exchange any and all of $500 million aggregate principal amount of outstanding 4.75% Senior Notes due 2022 issued by the Registrant for up to $500 million aggregate principal amount of new 6.75% Senior Notes due 2022 issued by Match Group (the “Match Notes”).

“Match Credit Agreement” means the credit agreement entered into by Match Group on October 7, 2015, which provides for a five-year $500 million revolving credit facility. The obligations under the Match Credit Agreement are guaranteed by certain of Match’s subsidiaries (the “Match Subsidiary Guarantors”) and are secured by liens on certain stock held by Match and the Match Subsidiary Guarantors.

“Term Loan Facility” means a term loan facility under the Match Credit Agreement, which Match Group expects to be incurred as an incremental term loan facility under the Match Credit Agreement. This facility may initially be incurred by an escrow borrower and may be governed by an escrow credit agreement until the obligations under the facility are assumed by Match Group. This facility is expected to have covenants substantially the same as those applicable to the Match Credit Agreement, except that it is also expected to have an excess cash flow sweep, asset sale and event of loss prepayment requirements, 1.00% annual amortization, a seven year maturity and other customary terms for a term loan facility.

B-2

Match Group, Inc.

Unaudited pro forma combined balance sheet

September 30, 2015

(In thousands, except share data)	Match Group Historical			PlentyOfFish Historical		Acquisition Pro Forma Adjustments			Note	Subtotal			Exchange Offer and Term Loan Pro Forma Adjustments			Note	Match Group Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	282,543		$	21,289	$	(11,489	)	(a)				$	800,000		(g)
						22,523			(a)				(185,429		)	(g)
						(32,323		)	(a)				(23,745		)	(g)
						(230,000		)	(b)	$	52,543		(540,826		)	(g)	$	102,543
Accounts receivable, net of allowance	59,212			4,120		—				63,332			—				63,332
Other current assets	45,041			2,899		—				47,940			—				47,940
Total current assets	386,796			28,308		(251,289		)		163,815			50,000				213,815
Property and equipment, net	42,586			3,728		—				46,314			—				46,314
Goodwill	805,969			—		491,888			(b)	1,297,857			—				1,297,857
Intangible assets, net	200,516			—		78,500			(b)	279,016			—				279,016
Receivables from related parties	—			22,523		(22,523		)	(a)	—			—				—
Long-term investments	65,156			—		—				65,156			—				65,156
Other non-current assets	14,024			1,154		(149		)	(b)	15,029			16,731			(h)	31,760
TOTAL ASSETS	$	1,515,047		$	55,713	$	296,427			$	1,867,187		$	66,731			$	1,933,918
LIABILITIES AND SHAREHOLDER EQUITY
LIABILITIES:
Accounts payable	$	20,348		$	1,107	$	—			$	21,455		$	—			$	21,455
Deferred revenue	156,225			13,005		(13,005		)	(b)	156,225			—				156,225
Accrued expenses and other current liabilities	93,221			2,860		(2,429		)	(b)	93,652			—				93,652
Total current liabilities	269,794			16,972		(15,434		)		271,332			—				271,332
Long-term debt—related party	185,429			—		—				185,429			(185,429		)	(g)	—
Long-term debt	—			—		—				—			500,000			(f)
													800,000			(g)	1,300,000
Income taxes payable	9,836			524		—				10,360			—				10,360
Deferred income taxes	41,528			—		5,078			(b)	46,606			—				46,606
Other long-term liabilities	39,400			—		—				39,400			—				39,400
Redeemable noncontrolling interests	6,914			—		—				6,914			—				6,914
Redeemable preferred stock	—			11,489		(11,489		)	(a)	—			—				—
Contingencies and commitments
Shareholder Equity:
Class A, B, C and D shares no par value; no maximum shares authorized; no shares issued or outstanding	—			—		—				—			—				—
Class E, no par value, no maximum shares authorized; 1,000,000 shares issued and outstanding	—			—		—				—			—				—
Invested capital	1,091,346			—		345,000			(b)	1,436,346			(500,000		)	(f)
													(540,826		)	(g)
													(7,014		)	(h)	388,506
Additional paid-in capital	—			1,417		(1,417		)	(b)	—			—				—
Retained earnings	—			25,311		(32,323		)	(a)
						7,012			(b)	—			—				—
Accumulated other comprehensive loss	(129,200		)	—		—				(129,200		)	—				(129,200		)
Total Match Group, Inc. shareholder equity	962,146			26,728		318,272				1,307,146			(1,047,840		)		259,306
Noncontrolling interest	—			—		—				—			—				—
Total shareholder equity	962,146			26,728		318,272				1,307,146			(1,047,840		)		259,306
TOTAL LIABILITIES AND SHAREHOLDER EQUITY	$	1,515,047		$	55,713	$	296,427			$	1,867,187		$	66,731			$	1,933,918

See notes to unaudited pro forma combined financial statements.

B-3

Match Group, Inc.

Unaudited pro forma combined statement of operations

nine months ended September 30, 2015

(In thousands)	Match Group Historical			PlentyOfFish Historical			Acquisition Pro Forma Adjustments			Note	Subtotal			Exchange Offer and Term Loan Pro Forma Adjustments			Note	Match Group Pro Forma
Revenue	$	752,857		$	56,026		$	(501	)	(e)	$	808,382		$	—			$	808,382
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	131,118			5,308			—				136,426			—				136,426
Selling and marketing expense	289,844			10,806			(501		)	(e)	300,149			—				300,149
General and administrative expense	121,303			5,986			(1,633		)	(d)	125,656			—				125,656
Product development expense	50,740			836			—				51,576			—				51,576
Depreciation	19,804			1,737			—				21,541			—				21,541
Amortization of intangibles	14,130			—			805			(c)	14,935			—				14,935
Total operating costs and expenses	626,939			24,673			(1,329		)		650,283			—				650,283
Operating income	125,918			31,353			828				158,099			—				158,099
Interest expense—third party	—			—			—				—			(54,293		)	(i)	(54,293		)
Interest expense—related party	(6,879		)	—			—				(6,879		)	6,415			(j)	(464		)
Other income (expense), net	8,341			(360		)	—				7,981			—				7,981
Earnings from continuing operations before income taxes	127,380			30,993			828				159,201			(47,878		)		111,323
Income tax provision	(42,632		)	(8,058		)	(395		)	(c), (d)	(51,085		)	18,035			(i), (j)	(33,050		)
Net earnings	84,748			22,935			433				108,116			(29,843		)		78,273
Net loss attributable to noncontrolling interests	42			—			—				42			—				42
Net earnings attributable to Match Group, Inc’s shareholder	$	84,790		$	22,935		$	433			$	108,158		$	(29,843	)		$	78,315

See notes to unaudited pro forma combined financial statements.

B-4

Match Group, Inc.

Unaudited pro forma combined statement of operations

nine months ended September 30, 2014

(In thousands)	Match Group Historical			PlentyOfFish Historical			Acquisition Pro Forma Adjustments			Note	Subtotal			Exchange Offer and Term Loan Pro Forma Adjustments			Note	Match Group Pro Forma
Revenue	$	649,272		$	38,520		$	(661	)	(e)	$	687,131		$	—			$	687,131
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	82,079			3,103			—				85,182			—				85,182
Selling and marketing expense	271,236			4,969			(661		)	(e)	275,544			—				275,544
General and administrative expense	74,351			6,246			—				80,597			—				80,597
Product development expense	36,614			766			—				37,380			—				37,380
Depreciation	17,122			1,345			—				18,467			—				18,467
Amortization of intangibles	6,841			—			8,605			(c)	15,446			—				15,446
Total operating costs and expenses	488,243			16,429			7,944				512,616			—				512,616
Operating income	161,029			22,091			(8,605		)		174,515			—				174,515
Interest expense—third party	—			—			—				—			(54,293		)	(i)	(54,293		)
Interest expense—related party	(23,214		)	—			—				(23,214		)	5,168			(j)	(18,046		)
Other income, net	8,628			1,047			—				9,675			—				9,675
Earnings from continuing operations before income taxes	146,443			23,138			(8,605		)		160,976			(49,125		)		111,851
Income tax provision	(46,434		)	(6,078		)	2,237			(c)	(50,275		)	18,434			(i), (j)	(31,841		)
Net earnings	100,009			17,060			(6,368		)		110,701			(30,691		)		80,010
Net earnings attributable to noncontrolling interests	(522		)	—			—				(522		)	—				(522		)
Net earnings attributable to Match Group, Inc’s. shareholder	$	99,487		$	17,060		$	(6,368	)		$	110,179		$	(30,691	)		$	79,488

See notes to unaudited pro forma combined financial statements.

B-5

Match Group, Inc.

Unaudited pro forma combined statement of operations

Year Ended December 31, 2014

(In thousands)	Match Group Historical			PlentyOfFish Historical			Acquisition Pro Forma Adjustments			Note	Subtotal			Exchange Offer and Term Loan Pro Forma Adjustments			Note	Match Group Pro Forma
Revenue	$	888,268		$	54,126		$	(886	)	(e)	$	941,508		$	—			$	941,508
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	120,024			4,553			—				124,577			—				124,577
Selling and marketing expense	335,107			7,486			(886		)	(e)	341,707			—				341,707
General and administrative expense	117,890			8,480			—				126,370			—				126,370
Product development expense	49,738			1,029			—				50,767			—				50,767
Depreciation	25,547			2,010			—				27,557			—				27,557
Amortization of intangibles	11,395			—			8,873			(c)	20,268			—				20,268
Total operating costs and expenses	659,701			23,558			7,987				691,246			—				691,246
Operating income	228,567			30,568			(8,873		)		250,262			—				250,262
Interest expense—third party	—			—			—				—			(72,390		)	(i)	(72,390		)
Interest expense—related party	(25,541		)	—			—				(25,541		)	7,396			(j)	(18,145		)
Other income, net	12,610			965			—				13,575			—				13,575
Earnings from continuing operations before income taxes	215,636			31,533			(8,873		)		238,296			(64,994		)		173,302
Income tax provision	(67,277		)	(8,260		)	2,307			(c)	(73,230		)	24,232			(i), (j)	(48,998		)
Net earnings	148,359			23,273			(6,566		)		165,066			(40,762		)		124,304
Net earnings attributable to noncontrolling interests	(595		)	—			—				(595		)	—				(595		)
Net earnings attributable to Match Group, Inc’s. shareholder	$	147,764		$	23,273		$	(6,566	)		$	164,471		$	(40,762	)		$	123,709

See notes to unaudited pro forma combined financial statements.

B-6

Match Group, Inc.

Notes to unaudited pro forma combined

financial statements

Note 1—Basis of presentation — availability of PlentyOfFish financial information:

PlentyOfFish is a private Canadian company and is not subject to public company reporting requirements. The latest period for which consolidated financial statements are available is as of and for the six months ended June 30, 2015. The unaudited pro forma combined financial statements were prepared using the following historical financial information for PlentyofFish Media Inc. and Subsidiaries:

(i)	the unaudited consolidated balance sheet of PlentyofFish Media Inc. and Subsidiaries as of June 30, 2015;
(ii)	the unaudited consolidated statement of operations of PlentyofFish Media Inc. and Subsidiaries for the trailing nine months ended June 30, 2015;
(iii)	the unaudited consolidated statement of operations of PlentyofFish Media Inc. and Subsidiaries for the nine months ended September 30, 2014; and
(iv)	the audited consolidated statement of operations of PlentyofFish Media Inc. and Subsidiaries for the year ended December 31, 2014.

The historical financial information of PlentyOfFish was prepared in accordance with U.S. GAAP and in Canadian dollars. The historical financial information was translated from Canadian dollars to U.S. dollars using the following historical exchange rates:

		CAD/U.S.
Period end exchange rate as of June 30, 2015 (balance sheet)		0.8101
Average exchange rate for the trailing nine months ended June 30, 2015 (statement of operations)		0.8355
Average exchange rate for the nine months ended September 30, 2014 (statement of operations)		0.9151
Average exchange rate for the year ended December 31, 2014 (statement of operations)		0.9070

Note 2—Adjustments related to the PlentyOfFish acquisition:

(a) To reflect PlentyOfFish transactions that will occur immediately prior to the closing of the acquisition: (1) the redemption of redeemable preferred stock; (2) the settlement of related party receivables; and (3) the distribution of cash to owners.

(b) To reflect the acquisition of PlentyOfFish by Match Group. The acquisition is expected to close in the fourth quarter of 2015 and is being reflected in the unaudited pro forma combined balance sheet as if it had occurred on June 30, 2015. The $575.0 million purchase price is expected to be funded through a combination of $75.0 million of cash on hand and a $500.0 million cash contribution from IAC to Match Group; $155.0 million of the $500.0 million contribution from IAC was funded prior to September 30, 2015 and is reflected in the Match Group combined balance sheet as of September 30, 2015. Match Group is in the process of preparing a preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed.

The funding of the acquisition and the purchase price allocation for the transaction is as follows:

	(In thousands)
Calculation of allocable purchase price
Capital contribution from IAC prior to September 30, 2015	$	155,000
Cash on hand	75,000
Subtotal	230,000
Capital contribution from IAC after September 30, 2015	345,000
Total purchase price	575,000
Net liabilities assumed	5,595
Purchase price in excess of net liabilities assumed	$	580,595
Allocation of purchase price
Adjust deferred revenue to fair value	$	13,005
Adjust income taxes payable to fair value	2,429
Record fair value of definite- and indefinite-lived intangible assets	78,500
Record deferred income taxes:
Write-off existing net deferred tax asset	(149		)
Establish deferred tax liability	(5,078		)
Goodwill	491,888
Total	$	580,595

B-7

(c) To reflect the amortization expense associated with the preliminary valuation of the definite-lived intangible assets acquired by Match Group in connection with its acquisition of PlentyOfFish. The assets are being amortized on a straight-line basis based on their estimated useful lives. The average useful lives range from 0.5 to 5 years. If the fair value assigned to the definite-lived intangible assets were 10% higher, amortization expense would be $0.9 million and $0.1 million higher in the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively. The income tax effect is calculated at 26%.

(d) To reflect the elimination of costs incurred by Match Group related to the acquisition of PlentyOfFish for the nine month period ended September 30, 2015 as they are not expected to have a continuing impact on the combined results. The income tax effect is calculated at 37%.

(e) To reflect the elimination of intercompany revenue between Match Group and PlentyOfFish. The related accounts receivable and accounts payable between Match Group and PlentyOfFish are immaterial.

Note 3 — Adjustments related to The Exchange Offer and Term Loan Facility:

(f) To reflect the issuance of $500.0 million of Match Notes.

(g) To reflect $800.0 million of borrowings under the Term Loan Facility and the related application of proceeds: repayment of $185.4 million of related party debt of Match Group; distribution of $540.8 million in cash to IAC/InterActiveCorp; the retention of $50.0 million for general corporate purposes; and the payment of $23.7 million in fees and expenses associated with the Term Loan Facility, the Match Notes and the Match Credit Agreement.

(h) To reflect capitalized fees and expenses of $16.7 million related to the Term Loan Facility and Match Credit Agreement and $7.0 million expensed related to the Match Notes.

(i) To reflect: (1) the interest expense related to the Match Notes and borrowings under the Term Loan Facility at an assumed combined interest rate of 5.25%; (2) the amortization of fees and expenses related to the Term Loan Facility and the Match Credit Agreement; and (3) fees for maintenance of the Match Credit Agreement and the related income tax effect. The income tax effect is calculated at 37%.

If the assumed interest rate changed by 0.25%, interest expense for the nine months ended September 30, 2014 and 2015 would increase or decrease by $2.4 million and interest expense for the year ended December 31, 2014 would increase or decrease by $3.3 million.

(j) To reflect the elimination of related party interest expense and the related income tax effect. The income tax effect is calculated at 32%.

B-8

Exhibit 99.6

CERTAIN UNAUDITED PRO FORMA RESULTS OF MATCH GROUP, INC.

The following unaudited pro forma financial information presents Match Group’s combined statement of operations for the twelve months ended September 30, 2015 after giving effect to the completion of the previously announced acquisition of PlentyOfFish and the Exchange Offer, borrowings under the Term Loan Facility and the related application of proceeds as if they had been completed as of January 1, 2014.

The financial data for the twelve month period ended September 30, 2015 is derived by adding the financial data from the unaudited pro forma combined statement of operations for the nine months ended September 30, 2015 with the unaudited pro forma combined statement of operations for the year ended December 31, 2014 and then deducting the financial data from the unaudited pro forma combined statement of operations for the nine months ended September 30, 2014.

This information has been derived from Match Group’s historical combined financial statements and unaudited pro forma combined financial statements for the nine months ended September 30, 2015, which are filed as Exhibits 99.4 and 99.5, respectively, to this Report on Form 8-K. For a discussion regarding the basis of preparation of Match Group’s historical combined financial statements and unaudited pro forma combined financial statements for the nine months ended September 30, 2015, see Exhibits 99.4 and 99.5, respectively.

This information should be read in conjunction with Match Group’s unaudited pro forma combined financial statements for the nine months ended September 30, 2015, which are filed as Exhibit 99.5 to this Report on Form 8-K. This information is being provided for informational purposes only and is not necessarily indicative of Match Group’s results of operations in the future had the acquisition of PlentyOfFish and the Exchange Offer, borrowings under the Term Loan Facility and the related application of proceeds been completed on January 1, 2014.

	Match Group, Inc. pro forma trailing twelve months ended September 30,
	2015

Combined statement of operations information:
Revenue	$	1,062,759
Operating costs and expenses:
Cost of revenue (exclusive of depreciation)	175,821
Selling and marketing expense	366,312
General and administrative expense	171,429
Product development expense	64,963
Depreciation	30,631
Amortization of intangibles	19,757
Total operating costs and expenses	828,913
Operating income	233,846
Interest expense—third party	(72,390		)
Interest expense—related party	(563		)
Other income, net	11,881
Earnings before income taxes	172,774
Income tax provision	(50,207		)
Net earnings	122,567
Net earnings attributable to noncontrolling interests	(31		)
Net earnings attributable to Match Group, Inc.’s shareholder	$	122,536
Other combined financial information:
Pro forma Adjusted EBITDA (1)	$	308,647
Pro forma Adjusted EBITDA per the Match Credit Agreement (2)	$	332,616

C-1

(1) The following table reconciles Pro forma Adjusted EBITDA to operating income for the period presented:

	Match Group, Inc. pro forma trailing twelve months ended September 30,
	2015

Operating income	$	233,846
Stock-based compensation expense	35,223
Depreciation	30,631
Amortization of intangibles	19,757
Acquisition-related contingent consideration fair value adjustments	(10,810		)
Pro forma Adjusted EBITDA	$	308,647

In considering the financial performance of the business, Match Group’s management and chief operating decision maker analyze the primary financial performance measure of Adjusted EBITDA. Adjusted EBITDA is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (a) amortization of intangible assets and impairments of goodwill and intangible assets and (b) gains and losses recognized on changes in the fair value of contingent consideration arrangements.

Match Group believes Adjusted EBITDA is useful for analysts and investors as this measure allows a more meaningful comparison between its performance and that of its competitors. Moreover, Match Group management uses this measure internally to evaluate the performance of its business as a whole. Match Group excludes the above items from Adjusted EBITDA because these items are non-cash in nature, and Match Group believes that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from its business, from which capital investments are made and debt is serviced.

Adjusted EBITDA has limitations as an analytical tool. It is not a presentation made in accordance with generally accepted accounting principles (“GAAP”). Adjusted EBITDA is not a measure of financial condition or liquidity and should not be considered as an alternative to operating income or net income determined in accordance with GAAP. Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. As a result, Adjusted EBITDA should not be considered in isolation from, or as a substitute analysis for, the results of operations of Match Group as determined in accordance with GAAP.

(2) The following table reconciles Pro forma Adjusted EBITDA to Pro forma Adjusted EBITDA as per the Match Credit Agreement. The Match Credit Agreement assesses covenant compliance on a pro forma trailing twelve-month basis and provides for adjustments to exclude certain charges not associated with the underlying operating performance of Match Group’s business, including the exclusion of restructuring costs and the addback of the write-off of deferred revenue arising from purchase accounting. Presented below is the calculation of Pro forma Adjusted EBITDA as per the Match Credit Agreement.

Pro forma Adjusted EBITDA	$	308,647
Costs incurred related to the streamlining of systems and consolidation of Match Group’s European operations (a)	18,394
Acquisition-related deferred revenue write-downs (b)	5,575
Pro forma Adjusted EBITDA as per the Match Credit Agreement	$	332,616

(a) Match Group is currently in the process of an ongoing streamlining and partial consolidation of the technology and network systems and infrastructures of a number of its businesses, including Match, OurTime and Meetic. The goal of this project is to modernize, optimize and improve the scalability and cost effectiveness of these systems and infrastructures and to increase Match Group’s ability to deploy product changes more rapidly across devices and product lines.

(b) GAAP requires the historical deferred revenue balance of acquired businesses to be recorded at fair value following the acquisition. The adjustment to fair value reduces the balance of deferred revenue. Therefore, following an acquisition, GAAP reported revenue and operating income are reduced. This adjustment, which is non-cash in nature and primarily relates to the acquisition of The Princeton Review and FriendScout24, reflects the reduction in operating income arising from the acquisition related adjustment to deferred revenue.

C-2