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EFTA01378004

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(d) To reflect the elimination of costs incurred by Match Group related to the acquisition of Plenty0Wish 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 Plenty0fFish are immaterial. Note 3—Adjustments related to the Match Notes and Term Loan Facility: (0 To reflect the note exchange and the related distribution to IAC. On October 16, 2015, we commenced a private exchange offer to eligible holders to exchange any and all of $500 million aggregate principal amount of outstanding 4.75% Senior Notes due 2022 issued by IAC. or the 2022 IAC Notes, for up to $500 million aggregate principal amount of new 6.75% Senior Notes due 2022 to be issued by us, or the Match Notes. Approximately $443.5 million in notes are expected to be exchanged. No cash will be received from the issuance of the Match Notes. The exchange offer and distribution to IAC will be effected as follows: Match Group will close the exchange offer: Match Group will receive IAC 2022 Notes from the holders that elected to exchange: Match Group will issue the Match Notes in exchange for IAC 2022 Notes; Match Group will distribute the IAC 2022 Notes to IAC. so that IAC may cancel them, prior to this offering. There is an additional $56.5 million of IAC 2022 Notes that could be tendered and exchanged through November 13. 2015, the date the exchange offer expires (unless extended). The early tender window for the note exchange has expired. If any additional IAC 2022 Notes are tendered for exchange. the holders will receive $950 of Match Notes for each $1,000 of IAC 2022 Notes exchanged. If all $56.5 million of remaining IAC 2022 Notes are exchanged an additional $53.6 milion of Match Notes would be issued in

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