As filed with the Securities and Exchange Commission on ~~August~~May 5, ~~2022~~2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended		~~June 30, 2022~~March 31, 2023
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________

Commission File No. 001-34148

Match Group and related brands image.jpg

Match Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware						59-2712887
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8750 North Central Expressway, Suite 1400, Dallas, Texas 75231

(Address of registrant’s principal executive offices)

(214) 576-9352

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.001

MTCH

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~July 29, 2022,~~April 28, 2023, there were ~~282,986,452~~278,460,751 shares of common stock outstanding.

TABLE OF CONTENTS


		Page Number

PART I
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheet	3
	Consolidated Statement of Operations	4
	Consolidated Statement of Comprehensive Operations	5
	Consolidated Statement of Shareholders’ Equity	6
	Consolidated Statement of Cash Flows	108
	Note 1—The Company and Summary of Significant Accounting Policies	119

	Note 2 —Income Taxes	1311
	~~Note 3—Discontinued Operations~~	14

	Note 4 —3—Financial Instruments	12
	Note 4—Long-term Debt, net	14
	Note 5 ~~—Long-term Debt, net~~	17
	~~Note~~ 6 —5—Accumulated Other Comprehensive Loss	2219
	Note 7 —6—Earnings per Share	2319
	Note 8 —7—Consolidated Financial Statement Details	2520
	Note 9 —8—Contingencies	2520
	~~Note~~ 10 ~~—Related Party Transactions~~	26

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2922
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4536
Item 4.	Controls and Procedures	4536
PART II
Item 1.	Legal Proceedings	4637
Item 1A.	Risk Factors	4939
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5040
Item 6.	Exhibits	5141
	Signatures	5242

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022

		(In thousands, except share data)					(In thousands, except share data)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	463,686	$	815,384	Cash and cash equivalents	$	569,879	$	572,395
Short-term investments	Short-term investments	9,240		11,818		Short-term investments	8,448		8,723
Accounts receivable, net of allowance of $477 and $281, respectively		182,320		188,482
Accounts receivable, net of allowance of $483 and $387, respectively						Accounts receivable, net of allowance of $483 and $387, respectively	256,876		191,940

Other current assets	Other current assets	149,567		202,568		Other current assets	115,726		109,327

Total current assets	Total current assets	804,813		1,218,252		Total current assets	950,929		882,385

Property and equipment, net of accumulated depreciation and amortization of $181,831 and $181,742, respectively		168,761		163,256
Property and equipment, net of accumulated depreciation and amortization of $208,568 and $198,409, respectively						Property and equipment, net of accumulated depreciation and amortization of $208,568 and $198,409, respectively	187,295		176,136
Goodwill	Goodwill	2,281,606		2,411,996		Goodwill	2,316,983		2,348,366
Intangible assets, net of accumulated amortization of $56,754 and $35,674, respectively		479,389		771,697
Intangible assets, net of accumulated amortization of $87,928 and $78,160, respectively						Intangible assets, net of accumulated amortization of $87,928 and $78,160, respectively	340,078		357,747
Deferred income taxes	Deferred income taxes	310,073		334,937		Deferred income taxes	263,933		276,947

Other non-current assets	Other non-current assets	149,136		163,150		Other non-current assets	144,691		141,183

TOTAL ASSETS	TOTAL ASSETS	$	4,193,778	$	5,063,288	TOTAL ASSETS	$	4,203,909	$	4,182,764
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES	LIABILITIES					LIABILITIES
Current maturities of long-term debt, net		$	58,782	$	99,927

Accounts payable	Accounts payable	15,200		37,871		Accounts payable	$	14,393	$	13,699
Deferred revenue	Deferred revenue	259,149		262,131		Deferred revenue	255,712		252,718

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	294,555		768,366		Accrued expenses and other current liabilities	282,261		289,937

Total current liabilities	Total current liabilities	627,686		1,168,295		Total current liabilities	552,366		556,354
Long-term debt, net	Long-term debt, net	3,832,534		3,829,421		Long-term debt, net	3,837,322		3,835,726
Income taxes payable	Income taxes payable	12,273		13,842		Income taxes payable	11,437		13,282
Deferred income taxes	Deferred income taxes	63,572		130,261		Deferred income taxes	30,438		32,631

Other long-term liabilities	Other long-term liabilities	109,814		116,051		Other long-term liabilities	106,864		103,652

Redeemable noncontrolling interests	Redeemable noncontrolling interests	—		1,260		Redeemable noncontrolling interests	—		—

Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies

SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY					SHAREHOLDERS’ EQUITY
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 286,102,332 and 283,470,334 shares issued; and 283,161,791 and 283,470,334 outstanding at June 30, 2022 and December 31, 2021, respectively		286		283
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 288,211,422 and 286,817,375 shares issued; and 278,398,408 and 279,625,364 outstanding at March 31, 2023 and December 31, 2022, respectively						Common stock; $0.001 par value; authorized 1,600,000,000 shares; 288,211,422 and 286,817,375 shares issued; and 278,398,408 and 279,625,364 outstanding at March 31, 2023 and December 31, 2022, respectively	288		287

Additional paid-in capital	Additional paid-in capital	8,165,983		8,164,216		Additional paid-in capital	8,325,631		8,273,637
Retained deficit	Retained deficit	(7,995,839)		(8,144,514)		Retained deficit	(7,661,759)		(7,782,568)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(407,837)		(223,754)		Accumulated other comprehensive loss	(403,623)		(369,182)
Treasury stock; 2,940,541 and 0 shares, respectively		(215,538)		—
Treasury stock; 9,813,014 and 7,192,011 shares, respectively						Treasury stock; 9,813,014 and 7,192,011 shares, respectively	(595,055)		(482,049)
Total Match Group, Inc. shareholders’ equity	Total Match Group, Inc. shareholders’ equity	(452,945)		(203,769)		Total Match Group, Inc. shareholders’ equity	(334,518)		(359,875)
Noncontrolling interests	Noncontrolling interests	844		7,927		Noncontrolling interests	—		994
Total shareholders’ equity	Total shareholders’ equity	(452,101)		(195,842)		Total shareholders’ equity	(334,518)		(358,881)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,193,778	$	5,063,288	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,203,909	$	4,182,764

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

Table of Contents

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022

		(In thousands, except per share data)										(In thousands, except per share data)
Revenue	Revenue	$	794,513	$	707,760	$	1,593,144	$	1,375,372	Revenue		$	787,124	$	798,631
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	Cost of revenue (exclusive of depreciation shown separately below)	240,840		193,099		477,076		372,554		Cost of revenue (exclusive of depreciation shown separately below)		240,010		236,236
Selling and marketing expense	Selling and marketing expense	125,679		128,918		277,567		273,906		Selling and marketing expense		137,359		151,888
General and administrative expense	General and administrative expense	110,638		113,393		211,343		201,058		General and administrative expense		90,611		100,705
Product development expense	Product development expense	86,410		52,133		165,204		107,709		Product development expense		98,186		78,794
Depreciation	Depreciation	11,488		10,061		21,985		20,518		Depreciation		10,552		10,497
Impairment and amortization of intangibles		229,539		242		242,232		455
Amortization of intangibles										Amortization of intangibles		12,117		12,693
Total operating costs and expenses	Total operating costs and expenses	804,594		497,846		1,395,407		976,200		Total operating costs and expenses		588,835		590,813
Operating (loss) income		(10,081)		209,914		197,737		399,172
Operating income										Operating income		198,289		207,818
Interest expense	Interest expense	(35,623)		(32,219)		(70,519)		(64,057)		Interest expense		(39,351)		(34,896)
Other income (expense), net		5,291		(355)		6,109		(1,674)
(Loss) earnings from continuing operations, before tax		(40,413)		177,340		133,327		333,441
Income tax benefit (provision)		8,048		(37,320)		14,915		(19,573)
Net (loss) earnings from continuing operations		(32,365)		140,020		148,242		313,868
Other income, net										Other income, net		3,392		818
Earnings before income taxes										Earnings before income taxes		162,330		173,740
Income tax (provision) benefit										Income tax (provision) benefit		(41,639)		6,867
Net earnings										Net earnings		120,691		180,607

Earnings from discontinued operations, net of tax		—		509		—		509
Net (loss) earnings		(32,365)		140,529		148,242		314,377
Net loss attributable to noncontrolling interests		507		366		433		768
Net (loss) earnings attributable to Match Group, Inc. shareholders		$	(31,858)	$	140,895	$	148,675	$	315,145

Net (loss) earnings per share from continuing operations:
Basic		$	(0.11)	$	0.52	$	0.52	$	1.17
Diluted		$	(0.11)	$	0.46	$	0.50	$	1.04
Net (loss) earnings per share attributable to Match Group, Inc. shareholders:

Net loss (earnings) attributable to noncontrolling interests										Net loss (earnings) attributable to noncontrolling interests		118		(74)
Net earnings attributable to Match Group, Inc. shareholders										Net earnings attributable to Match Group, Inc. shareholders		$	120,809	$	180,533

Net earnings per share attributable to Match Group, Inc. shareholders:										Net earnings per share attributable to Match Group, Inc. shareholders:
Basic	Basic	$	(0.11)	$	0.52	$	0.52	$	1.17	Basic		$	0.43	$	0.63
Diluted	Diluted	$	(0.11)	$	0.46	$	0.50	$	1.04	Diluted		$	0.42	$	0.60

Stock-based compensation expense by function:	Stock-based compensation expense by function:									Stock-based compensation expense by function:
Cost of revenue	Cost of revenue	$	1,558	$	1,012	$	3,107	$	2,001	Cost of revenue		$	1,317	$	1,549
Selling and marketing expense	Selling and marketing expense	2,166		3,087		3,819		4,352		Selling and marketing expense		1,913		1,653
General and administrative expense	General and administrative expense	30,032		27,580		53,931		46,060		General and administrative expense		13,117		23,899
Product development expense	Product development expense	21,011		10,717		36,205		20,099		Product development expense		25,216		15,194
Total stock-based compensation expense	Total stock-based compensation expense	$	54,767	$	42,396	$	97,062	$	72,512	Total stock-based compensation expense		$	41,563	$	42,295

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

Table of Contents

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022

		(In thousands)										(In thousands)
Net (loss) earnings		$	(32,365)	$	140,529	$	148,242	$	314,377
Net earnings										Net earnings		$	120,691	$	180,607
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax									Other comprehensive loss, net of tax
Change in foreign currency translation adjustment	Change in foreign currency translation adjustment	(139,201)		(2,136)		(185,049)		(22,745)		Change in foreign currency translation adjustment		(34,444)		(45,848)

Total other comprehensive loss	Total other comprehensive loss	(139,201)		(2,136)		(185,049)		(22,745)		Total other comprehensive loss		(34,444)		(45,848)
Comprehensive (loss) income		(171,566)		138,393		(36,807)		291,632
Comprehensive income										Comprehensive income		86,247		134,759
Components of comprehensive loss attributable to noncontrolling interests:	Components of comprehensive loss attributable to noncontrolling interests:									Components of comprehensive loss attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests		507		366		433		768
Net loss (earnings) attributable to noncontrolling interests										Net loss (earnings) attributable to noncontrolling interests		118		(74)
Change in foreign currency translation adjustment attributable to noncontrolling interests	Change in foreign currency translation adjustment attributable to noncontrolling interests	581		77		966		110		Change in foreign currency translation adjustment attributable to noncontrolling interests		3		385

Comprehensive loss attributable to noncontrolling interests	Comprehensive loss attributable to noncontrolling interests	1,088		443		1,399		878		Comprehensive loss attributable to noncontrolling interests		121		311
Comprehensive (loss) income attributable to Match Group, Inc. shareholders		$	(170,478)	$	138,836	$	(35,408)	$	292,510
Comprehensive income attributable to Match Group, Inc. shareholders										Comprehensive income attributable to Match Group, Inc. shareholders		$	86,368	$	135,070

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

Table of Contents

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Three Months Ended ~~June 30, 2022~~March 31, 2023


				Match Group Shareholders’ Equity															Match Group Shareholders’ Equity
				Common Stock $0.001 Par Value																							Common Stock $0.001 Par Value
		Redeemable Noncontrolling Interests		$		Shares	Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Loss			Treasury Stock			Total Match Group Shareholders’ Equity					Noncontrolling Interests			Total Shareholders’ Equity				Redeemable Noncontrolling Interests	$	Shares									Additional Paid-in Capital			Retained (Deficit) Earnings			Accumulated Other Comprehensive Loss			Treasury Stock	Total Match Group Shareholders’ Equity	Noncontrolling Interests	Total Shareholders’ Equity

				(In thousands)															(In thousands)
Balance as of March 31, 2022		$	—	$	286	285,506	$	8,110,463	$	(7,963,981)	$	(269,217)		$	—		$	(122,449)				$	675		$	(121,774)
Net (loss) earnings for the three months ended June 30, 2022		(508)		—		—	—		(31,858)		—			—			(31,858)					1			(31,857)
Balance as of December 31, 2022													Balance as of December 31, 2022		$	—				$	287			286,817								$	8,273,637	$	(7,782,568)	$	(369,182)	$	(482,049)		$	(359,875)		$	994		$	(358,881)
Net (loss) earnings for the three months ended March 31, 2023													Net (loss) earnings for the three months ended March 31, 2023		(184)					—				—								—		120,809		—		—			120,809			66			120,875
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—	—		—		(138,620)			—			(138,620)					(581)			(139,201)			Other comprehensive loss, net of tax	—	—	—									—			—			(34,441)			—	(34,441)	(3)	(34,444)
Stock-based compensation expense	Stock-based compensation expense	—		—		—	58,015		—		—			—			58,015					—			58,015			Stock-based compensation expense	—	—	—									44,400			—			—			—	44,400	—	44,400
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		—		596	6,158		—		—			—			6,158					—			6,158			Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—	1	1,394									9,146			—			—			—	9,147	—	9,147

Adjustment of redeemable noncontrolling interests to fair value	Adjustment of redeemable noncontrolling interests to fair value	508		—		—	(508)		—		—			—			(508)					—			(508)			Adjustment of redeemable noncontrolling interests to fair value	184	—	—									(184)			—			—			—	(184)	—	(184)

Purchase of noncontrolling interest	Purchase of noncontrolling interest	—		—		—	—		—		—			—			—					(225)			(225)			Purchase of noncontrolling interest	—											734			—			—			—	734	(3,157)	(2,423)
Purchase of treasury stock	Purchase of treasury stock	—		—		—	—		—		—			(215,538)			(215,538)					—			(215,538)			Purchase of treasury stock	—	—	—									—			—			—			(113,006)	(113,006)	—	(113,006)
Adjustment of noncontrolling interests to fair value	Adjustment of noncontrolling interests to fair value	—		—		—	(130)		—		—			—			(130)					130			—			Adjustment of noncontrolling interests to fair value	—	—	—									(2,100)			—			—			—	(2,100)	2,100	—
Noncontrolling interest created by the exercise of subsidiary denominated equity awards		—		—		—	(844)		—		—			—			(844)					844			—

Settlement of notes warrants		—		—		—	(7,116)		—		—						(7,116)					—			(7,116)

Other	Other	—		—		—	(55)		—		—			—			(55)					—			(55)			Other	—	—	—									(2)			—			—			—	(2)	—	(2)
Balance as of June 30, 2022		$	—	$	286	286,102	$	8,165,983	$	(7,995,839)	$	(407,837)		$	(215,538)		$	(452,945)				$	844		$	(452,101)
Balance as of March 31, 2023													Balance as of March 31, 2023		$	—				$	288			288,211								$	8,325,631	$	(7,661,759)	$	(403,623)	$	(595,055)		$	(334,518)		$	—		$	(334,518)

Table of Contents

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)

Three Months Ended ~~June 30, 2021~~
Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Redeemable
Noncontrolling
Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Total Match Group Shareholders’ Equity Noncontrolling Interests Total
Shareholders’
Equity
(In thousands)
Balance as of March 31, 2021 $ 1,040 $ 270 270,082 $ 7,135,823 $ (8,247,987) $ (102,030) $ (1,213,924) $ 1,017 $ (1,212,907)
Net (loss) earnings for the three months ended June 30, 2021 (525) — — — 140,895 — 140,895 159 141,054
Other comprehensive loss, net of tax — — — — — (2,059) (2,059) (77) (2,136)
Stock-based compensation expense — — — 44,656 — — 44,656 — 44,656
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 1 642 6,552 — — 6,553 — 6,553
Issuance of common stock for the acquisition of Hyperconnect — 6 5,929 890,845 — — 890,851 — 890,851
Adjustment of redeemable noncontrolling interests to fair value 725 — — (725) — — (725) — (725)
Purchase of noncontrolling interest — — — 943 — — 943 (2,571) (1,628)
Adjustment of noncontrolling interests to business acquisition — — — (1,835) — — (1,835) 1,835 —
Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — (7,102) — — (7,102) 7,102 —
Other — — — (498) — — (498) (308) (806)
Balance as of June 30, 2021 $ 1,240 $ 277 276,653 $ 8,068,659 $ (8,107,092) $ (104,089) $ (142,245) $ 7,157 $ (135,088)

~~Table of Contents~~

~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)~~

~~Six Months Ended June 30,~~March 31, 2022
Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Redeemable
Noncontrolling
Interests $ Shares Additional
Paid-in
Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Match Group Shareholders’ Equity Noncontrolling Interests Total
Shareholders’
Equity
(In thousands)
Balance as of December 31, 2021 $ 1,260 $ 283 283,470 $ 8,164,216 $ (8,144,514) $ (223,754) $ — $ (203,769) $ 7,927 $ (195,842)
Net (loss) earnings for the six months ended June 30, 2022 (950) — — — 148,675 — — 148,675 517 149,192
Other comprehensive loss, net of tax — — — — — (184,083) — (184,083) (966) (185,049)
Stock-based compensation expense — — — 103,120 — — — 103,120 — 103,120
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 3 2,632 (84,510) — — — (84,507) — (84,507)
Adjustment of redeemable noncontrolling interests to fair value (310) — — 310 — — — 310 — 310
Purchase of noncontrolling interest — 6,672 — — — 6,672 (23,693) (17,021)
Purchase of treasury stock — — — — — — (215,538) (215,538) — (215,538)
Adjustment of noncontrolling interests to fair value — — — (16,215) — — — (16,215) 16,215 —
Noncontrolling interest created by the exercise of subsidiary denominated equity awards — — — (844) — — — (844) 844 —
Settlement of notes warrants — — — (7,116) — — (7,116) — (7,116)
Other — — — 350 — — — 350 — 350
Balance as of June 30, 2022 $ — $ 286 286,102 $ 8,165,983 $ (7,995,839) $ (407,837) $ (215,538) $ (452,945) $ 844 $ (452,101)

~~Table of Contents~~

~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)~~

~~Six Months Ended June 30, 2021~~


				Match Group Shareholders’ Equity											Match Group Shareholders’ Equity
				Common Stock $0.001 Par Value																					Common Stock $0.001 Par Value
		Redeemable Noncontrolling Interests		$		Shares	Additional Paid-in Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Loss					Total Match Group Shareholders’ Equity				Noncontrolling Interests			Total Shareholders’ Equity				Redeemable Noncontrolling Interests	$	Shares								Additional Paid-in Capital			Retained (Deficit) Earnings			Accumulated Other Comprehensive Loss			Total Match Group Shareholders’ Equity	Noncontrolling Interests	Total Shareholders’ Equity

							(In thousands)																													(In thousands)
Balance as of December 31, 2020		$	640	$	267	267,329	$	7,089,007	$	(8,422,237)	$	(81,454)				$	(1,414,417)			$	1,042		$	(1,413,375)
Net (loss) earnings for the six months ended June 30, 2021		(935)		—		—	—		315,145		—					315,145				167			315,312
Balance as of December 31, 2021													Balance as of December 31, 2021	$	1,260			$	283			283,470								$	8,164,216	$	(8,144,514)	$	(223,754)			$	(203,769)		$	7,927		$	(195,842)
Net (loss) earnings for the three months ended March 31, 2022													Net (loss) earnings for the three months ended March 31, 2022	(442)				—				—								—		180,533		—				180,533			516			181,049
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—		—		—	—		—		(22,635)					(22,635)				(110)			(22,745)			Other comprehensive loss, net of tax	—	—	—								—			—			(45,463)			(45,463)	(385)	(45,848)
Stock-based compensation expense	Stock-based compensation expense	—		—		—	76,087		—		—					76,087				—			76,087			Stock-based compensation expense	—	—	—								45,105			—			—			45,105	—	45,105
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		4		3,395	25,974		—		—					25,978				—			25,978			Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—	3	2,036								(90,668)			—			—			(90,665)	—	(90,665)

Issuance of common stock for the acquisition of Hyperconnect		—		6		5,929	890,845		—		—					890,851				—			890,851

Adjustment of redeemable noncontrolling interests to fair value	Adjustment of redeemable noncontrolling interests to fair value	1,535		—		—	(1,535)		—		—					(1,535)				—			(1,535)			Adjustment of redeemable noncontrolling interests to fair value	(818)	—	—								818			—			—			818	—	818
Purchase of noncontrolling interest	Purchase of noncontrolling interest	—		—		—	943		—		—					943				(2,571)			(1,628)			Purchase of noncontrolling interest	—	—	—								6,672			—			—			6,672	(23,468)	(16,796)

Adjustment of noncontrolling interests to business acquisition		—		—		—	(1,835)		—		—					(1,835)				1,835			—
Noncontrolling interest created by the exercise of subsidiary denominated equity award		—		—		—	(7,102)		—		—					(7,102)				7,102			—
Adjustment of noncontrolling interests to fair value													Adjustment of noncontrolling interests to fair value	—				—				—								(16,085)		—		—				(16,085)			16,085			—

Other	Other	—		—		—	(3,725)		—		—					(3,725)				(308)			(4,033)			Other	—	—	—								405			—			—			405	—	405
Balance as of June 30, 2021		$	1,240	$	277	276,653	$	8,068,659	$	(8,107,092)	$	(104,089)				$	(142,245)			$	7,157		$	(135,088)
Balance as of March 31, 2022													Balance as of March 31, 2022	$	—			$	286			285,506								$	8,110,463	$	(7,963,981)	$	(269,217)			$	(122,449)		$	675		$	(121,774)

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

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MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)


		Six Months Ended June 30,					Three Months Ended March 31,
		2022		2021			2023		2022

		(In thousands)					(In thousands)
Cash flows from operating activities attributable to continuing operations:

Net earnings	Net earnings	$	148,242	$	314,377	Net earnings	$	120,691	$	180,607
Add back: earnings from discontinued operations, net of tax		—		(509)
Net earnings from continuing operations		$	148,242	$	313,868
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
Adjustments to reconcile net earnings to net cash provided by operating activities:						Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense	Stock-based compensation expense	97,062		72,512		Stock-based compensation expense	41,563		42,295
Depreciation	Depreciation	21,985		20,518		Depreciation	10,552		10,497
Impairment and amortization of intangibles		242,232		455
Amortization of intangibles						Amortization of intangibles	12,117		12,693

Deferred income taxes	Deferred income taxes	(32,663)		(20,731)		Deferred income taxes	11,711		(14,828)

Other adjustments, net	Other adjustments, net	1,693		7,407		Other adjustments, net	2,237		993
Changes in assets and liabilities	Changes in assets and liabilities					Changes in assets and liabilities
Accounts receivable	Accounts receivable	934		(103,127)		Accounts receivable	(65,728)		6,144
Other assets	Other assets	30,562		32,622		Other assets	(1,282)		27,074
Accounts payable and other liabilities	Accounts payable and other liabilities	(476,056)		(17,320)		Accounts payable and other liabilities	(34,427)		(24,868)
Income taxes payable and receivable	Income taxes payable and receivable	(15,089)		18,899		Income taxes payable and receivable	19,788		(9,957)
Deferred revenue	Deferred revenue	1,062		25,712		Deferred revenue	3,165		1,867
Net cash provided by operating activities attributable to continuing operations		19,964		350,815
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash		—		(840,869)
Net cash provided by operating activities						Net cash provided by operating activities	120,387		232,517
Cash flows from investing activities:						Cash flows from investing activities:

Capital expenditures	Capital expenditures	(27,305)		(32,392)		Capital expenditures	(19,843)		(17,657)

Other, net	Other, net	1,787		(255)		Other, net	53		2,997
Net cash used in investing activities attributable to continuing operations		(25,518)		(873,516)
Cash flows from financing activities attributable to continuing operations:
Net cash used in investing activities						Net cash used in investing activities	(19,790)		(14,660)
Cash flows from financing activities:						Cash flows from financing activities:

Payments to settle exchangeable notes	Payments to settle exchangeable notes	(94,252)		—		Payments to settle exchangeable notes	—		(47,677)

Proceeds from the settlement of exchangeable note hedges	Proceeds from the settlement of exchangeable note hedges	52,623		—		Proceeds from the settlement of exchangeable note hedges	—		32,058
Payments to settle warrants related to exchangeable notes		(7,482)		—
Debt issuance costs		—		(851)

Proceeds from issuance of common stock pursuant to stock-based awards	Proceeds from issuance of common stock pursuant to stock-based awards	16,356		37,333		Proceeds from issuance of common stock pursuant to stock-based awards	11,198		6,304
Withholding taxes paid on behalf of employees on net settled stock-based awards	Withholding taxes paid on behalf of employees on net settled stock-based awards	(101,089)		(11,380)		Withholding taxes paid on behalf of employees on net settled stock-based awards	(2,051)		(96,969)

Purchase of treasury stock	Purchase of treasury stock	(190,980)		—		Purchase of treasury stock	(112,502)		—
Purchase of noncontrolling interests	Purchase of noncontrolling interests	(10,554)		(1,473)		Purchase of noncontrolling interests	(1,577)		(10,329)

Other, net		10		—
Net cash (used in) provided by financing activities attributable to continuing operations		(335,368)		23,629
Total cash used in continuing operations		(340,922)		(499,072)
Net cash used in operating activities attributable to discontinued operations		—		—
Net cash used in investing activities attributable to discontinued operations		—		—
Net cash used in financing activities attributable to discontinued operations		—		—
Total cash used in discontinued operations		—		—

Net cash used in financing activities						Net cash used in financing activities	(104,932)		(116,613)
Total cash (used) provided						Total cash (used) provided	(4,335)		101,244

Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(10,786)		(3,636)		Effect of exchange rate changes on cash, cash equivalents, and restricted cash	1,820		(4,197)
Net decrease in cash, cash equivalents, and restricted cash		(351,708)		(502,708)
Net (decrease) increase in cash, cash equivalents, and restricted cash						Net (decrease) increase in cash, cash equivalents, and restricted cash	(2,515)		97,047
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	815,512		739,302		Cash, cash equivalents, and restricted cash at beginning of period	572,516		815,512
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	463,804	$	236,594	Cash, cash equivalents, and restricted cash at end of period	$	570,001	$	912,559

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

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, Match®, Hinge®, Meetic®, OkCupid®, Pairs™, ~~PlentyOfFish~~Plenty Of Fish®, OurTime®, Azar®, Hakuna Live™, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world. Match Group has 1one operating segment, Connections, which is managed as a portfolio of brands.

As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.

Basis of Presentation and Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated.

In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Accounting Estimates

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

On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents, the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of revenue reserves; the carrying value of right-of-use assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.

Accounting for Investments and Equity Securities

Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, with any changes to fair value recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

similar rights to the equity securities held by the Company. The Company reviews its equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net.

Revenue Recognition

Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balance as of December 31, ~~2021~~2022 was ~~$262.1~~$252.7 million. During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company recognized ~~$249.7~~$193.2 million of revenue that was included in the deferred revenue balance as of December 31, ~~2021.~~2022. The current deferred revenue balance at ~~June 30, 2022~~March 31, 2023 is ~~$259.1~~$255.7 million. At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there was no non-current portion of deferred revenue.

Practical Expedients and Exemptions

As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.

~~Disaggregation of Revenue~~

~~The following table presents disaggregated revenue:~~

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(In thousands)
Direct Revenue:
Americas $ 408,730 $ 374,388 $ 808,708 $ 718,650
Europe 208,471 196,542 423,799 385,601
APAC and Other 162,952 123,392 331,479 245,252
Total Direct Revenue 780,153 694,322 1,563,986 1,349,503
Indirect Revenue (principally advertising revenue) 14,360 13,438 29,158 25,869
Total Revenue $ 794,513 $ 707,760 $ 1,593,144 $ 1,375,372

~~Recent Accounting Pronouncements~~

~~Accounting pronouncements not yet adopted by the Company~~

In October 2021, the FASB issued ASU No. 2021-08, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification Topic 606, ~~Revenue from Contracts with Customers. The update will generally result in an~~

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

~~entity recognizing contract assets and contract liabilities as if the acquirer had originated the contracts, which, for the most part, results in no change to the value~~Disaggregation of ~~deferred revenue when measured in purchase accounting.~~ Revenue

The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption of the new standard is not expected to have a material impact on our operating results, financial position, or cash flows.following table presents disaggregated revenue:


	Three Months Ended March 31,
		2023		2022

		(In thousands)
Direct Revenue:
Americas		$	405,927	$	399,978
Europe		212,516		215,328
APAC and Other		155,995		168,527
Total Direct Revenue		774,438		783,833
Indirect Revenue (principally advertising revenue)		12,686		14,798
Total Revenue		$	787,124	$	798,631

Direct Revenue:
Tinder		$	441,146	$	441,005
Hinge		82,753		64,963
Match Group Asia		75,661		87,209
Evergreen & Emerging		174,878		190,656
Total Direct Revenue		$	774,438	$	783,833

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE 2—INCOME TAXES

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

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

For the three months ended ~~June 30,~~March 31, 2023, the Company recorded an income tax provision of $41.6 million at an effective tax rate of 26%, which is higher than the U.S. federal statutory rate primarily due to a lower stock price on the date stock-based awards vested compared to the stock price used to determine the fair value of such awards at their grant date. This was partially offset by a lower tax rate on U.S. income derived from foreign sources. For the three months ended March 31, 2022,~~and 2021,~~ the Company recorded an income tax benefit of ~~$8.0~~$6.9 million ~~and a tax provision of $37.3 million, respectively. The effective tax rates in both three-month periods benefited from~~primarily due to excess tax benefits generated by the exercise ~~and~~or vesting of stock-based ~~awards, offset by the tax impact of certain nondeductible stock-based~~ awards. ~~For the six months ended June 30, 2022~~and 2021, the Company recorded an income tax benefit of $14.9 million and a tax provision of $19.6 million, respectively. The effective tax rates in both six-month periods benefited from excess tax benefits generated by the exercise and vesting of stock-based awards.

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include a review of the timing and amount of income and deductions, and the allocation of

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

such income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for the years ~~ended~~through December 31, ~~2013 through 2017 and is currently auditing the years ended December 31, 2018 and~~ 2019. ~~The statute of limitations for the years 2013 to 2019 has been extended to December 31, 2023. We are no longer subject to U.S. federal income tax examinations for years prior to 2013.~~ Returns filed in various other jurisdictions are open to examination for tax years beginning with 2014. Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates.

At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, unrecognized tax benefits, including interest and penalties, were ~~$52.5~~$42.2 million and ~~$51.8~~$44.2 million, respectively. If unrecognized tax benefits at ~~June 30, 2022~~March 31, 2023 are subsequently recognized, income tax expense would be reduced by ~~$46.5~~$30.4 million, net of related deferred tax assets and interest. The comparable amount as of December 31, ~~2021~~2022 was ~~$46.0~~$31.3 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by ~~$1.0~~$0.6 million by ~~June 30, 2023~~March 31, 2024 due to ~~settlements and~~ expirations of statutes of limitations, ~~all of~~ which would reduce the income tax provision.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals of interest and penalties for the three months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

were not material. At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, noncurrent income taxes payable includes accrued interest and penalties of ~~$1.2~~$0.8 million and ~~$1.5~~$1.2 million, respectively.

NOTE 3—~~DISCONTINUED OPERATIONS~~

Pursuant to the terms of the transaction agreement dated as of December 19, 2019 (as amended, the “Transaction Agreement”), on June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC, formerly known as IAC Holdings, Inc., consisting of Former IAC’s businesses other than Match Group (the “Separation”). Accordingly, the businesses of Former IAC other than Match Group are presented as discontinued operations.

~~Earnings from discontinued operations for the three and six months ended June 30, 2021 consist of an income tax benefit of $0.5 million.~~

~~NOTE 4—~~FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $14.2 million, and is included in “Other non-current assets” in the accompanying consolidated balance sheet. The cumulative downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values through ~~June 30, 2022~~March 31, 2023 were $2.1 million. For both the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ there were no adjustments to the carrying value of equity securities without readily determinable fair values.

For all equity securities without readily determinable fair values as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company has elected the measurement alternative. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ under the measurement alternative election, the Company did not identify any fair value adjustments using observable price changes in orderly transactions for an identical or similar investment of the same issuer.

Fair Value Measurements

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

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

•Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.

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

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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


		June 30, 2022				March 31, 2023
		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Total Fair Value Measurements			Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Fair Value Measurements

		(In thousands)				(In thousands)
Assets:	Assets:								Assets:
Cash equivalents:	Cash equivalents:								Cash equivalents:
Money market funds	Money market funds	$	1,355	$	—		$	1,355	Money market funds	$	35,508	$	—	$	35,508
Time deposits		—		126,496			126,496

Short-term investments:	Short-term investments:								Short-term investments:
Time deposits	Time deposits	—		9,240			9,240		Time deposits	—		8,448		8,448
Total	Total	$	1,355	$	135,736		$	137,091	Total	$	35,508	$	8,448	$	43,956


		December 31, 2021				December 31, 2022
		Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Total Fair Value Measurements			Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Fair Value Measurements

		(In thousands)				(In thousands)
Assets:	Assets:								Assets:
Cash equivalents:	Cash equivalents:								Cash equivalents:
Money market funds	Money market funds	$	260,582	$	—		$	260,582	Money market funds	$	77,150	$	—	$	77,150
Time deposits	Time deposits	—		36,831			36,831		Time deposits	—		25,593		25,593
Short-term investments:	Short-term investments:								Short-term investments:
Time Deposits		—		11,818			11,818
Time deposits									Time deposits	—		8,723		8,723
Total	Total	$	260,582	$	48,649		$	309,231	Total	$	77,150	$	34,316	$	111,466

Assets measured at fair value on a nonrecurring basis

The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

During the second quarter of 2022, the Company recorded an impairment charge of $217.4 million, which is included within impairment and amortization of intangibles, on trade names and technology intangible assets associated with the Hyperconnect acquisition. The Company used avoided royalty discounted cash flow (“DCF”) valuations for the various intangibles to determine the current fair value of these intangible assets at June 30, 2022. Our expectations of future revenues and cash flows of Hyperconnect have declined since the time of the acquisition, including impacts of unfavorable foreign currency exchange rate changes in certain of Hyperconnect’s key markets. Additionally, the discount rates used in the valuations have increased since the time of the Hyperconnect acquisition, further negatively impacting the fair value of these intangible assets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Financial instruments measured at fair value only for disclosure purposes

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

June 30, 2022 December 31, 2021
Carrying Value Fair Value Carrying Value Fair Value
(In thousands)
Current maturities of long-term debt (a) (b) (c)
$ (45,110) $ (92,998) $ (84,333) $ (254,472)
Long-term debt, net (b) (c)
$ (3,832,534) $ (3,642,506) $ (3,829,421) $ (4,772,140)


	March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value

	(In thousands)

Long-term debt, net (a) (b)	$	(3,837,322)	$	(3,476,597)	$	(3,835,726)	$	(3,407,391)

______________________

(a)At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021, the carrying value excludes $13.7 million and $15.6 million, respectively, of aggregate principal amount of the exchanged~~ 2022, ~~Exchangeable Notes (described in “Note 5—Long-term Debt, net”) as those amounts are carried at fair value.~~

~~(b)~~At June 30, 2022 and December 31, 2021, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.1 million and $0.6 million, respectively. At June 30, 2022 and December 31, 2021, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of ~~$42.5~~$37.7 million and ~~$45.6~~$39.3 million, respectively.

~~(c)~~(b)At ~~June 30, 2022,~~March 31, 2023, the fair value of the ~~2022 Exchangeable Notes,~~ 2026 Exchangeable Notes and 2030 Exchangeable Notes (described in “Note 5—4—Long-term Debt, net”) is ~~$93.0 million, $603.6~~$509.9 million and ~~$626.5~~$493.1 million, respectively. At December 31, ~~2021,~~2022, the fair value of the ~~2022 Exchangeable Notes,~~ 2026 Exchangeable Notes and 2030 Exchangeable Notes is ~~$302.2 million, $932.6~~$514.4 million and ~~$1,017.7~~$499.7 million, respectively.

At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the fair value of long-term debt, net, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.

NOTE 4—LONG-TERM DEBT, NET

Long-term debt consists of:


	March 31, 2023		December 31, 2022

	(In thousands)
Credit Facility due February 13, 2025	$	—	$	—
Term Loan due February 13, 2027	425,000		425,000



5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15	450,000		450,000
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1	500,000		500,000
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15	350,000		350,000
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1	500,000		500,000
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022	500,000		500,000

0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15	575,000		575,000
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15	575,000		575,000
Total debt	3,875,000		3,875,000

Less: Unamortized original issue discount	4,148		4,366
Less: Unamortized debt issuance costs	33,530		34,908
Total long-term debt, net	$	3,837,322	$	3,835,726

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

~~NOTE 5—LONG-TERM DEBT, NET~~

~~Long-term debt consists of:~~

June 30, 2022 December 31, 2021
(In thousands)
Credit Facility due February 13, 2025 $ — $ —
Term Loan due February 13, 2027 425,000 425,000
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 450,000 450,000
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 500,000 500,000
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 350,000 350,000
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 500,000 500,000
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 500,000 500,000
0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 58,896 100,500
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 575,000 575,000
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 575,000 575,000
Total debt 3,933,896 3,975,500
Less: Current maturities of long-term debt 58,896 100,500
Less: Unamortized original issue discount 4,796 5,215
Less: Unamortized debt issuance costs 37,670 40,364
Total long-term debt, net $ 3,832,534 $ 3,829,421

Credit Facility and Term Loan

Our wholly-owned subsidiary, Match Group Holdings II, LLC (“MG Holdings II”), is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility and the Term Loan. The Credit Agreement provides for a benchmark replacement should the LIBOR rate not be available in the future. The rate used would be agreed to between the administrative agent and the Company and may be based upon a secured overnight financing rate at the Federal Reserve Bank of New York. Additional information about the benchmark replacement can be found in Amendment No. 6 to the Credit Agreement.

The Credit Facility has a borrowing capacity of $750 million and matures on February 13, 2025. At both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there were no outstanding borrowings, $0.4 million in outstanding letters of credit, and $749.6 million of availability under the Credit Facility. The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of ~~June 30, 2022.~~March 31, 2023. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or LIBOR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.

At both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at LIBOR plus 1.75%, which was ~~3.19%~~6.71% and ~~1.91%~~6.49% at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. The Term Loan matures on February 13, 2027. Interest payments are due at

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

least quarterly through the term of the loan. The Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio as set forth in the Credit Agreement.

The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 2.0 to 1.0, while the Term Loan remains outstanding and, thereafter, if MG Holdings II’s consolidated net leverage ratio exceeds 4.0 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility, rank equally with each other, and have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement.

Senior Notes

The 5.00% Senior Notes were issued on December 4, 2017. At any time prior to December 15, 2022, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, theseThese notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The 4.625% Senior Notes were issued on May 19, 2020. At any time prior to June 1, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The 5.625% Senior Notes were issued on February 15, 2019. At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The 4.125% Senior Notes were issued on February 11, 2020. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The 3.625% Senior Notes were issued on October 4, 2021. At any time prior to October 1, 2026, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.

The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to 1.0. No such limitations were in effect at ~~June 30, 2022.~~March 31, 2023. There are additional covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indenture governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

other things, create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

The Senior Notes all rank equally in right of payment.

Exchangeable Notes

~~During 2017, Match Group FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $517.5 million aggregate principal amount of its 2022 Exchangeable Notes.~~ During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of its 2026 Exchangeable Notes and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively.

The ~~2022,~~ 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries.

The following table presents details of the exchangeable features:


		Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a)	Approximate Equivalent Exchange Price per Share(a)		Exchangeable Date		Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a)	Approximate Equivalent Exchange Price per Share(a)		Exchangeable Date
2022 Exchangeable Notes		22.7331	$	43.99	July 1, 2022
2026 Exchangeable Notes	2026 Exchangeable Notes	11.4259	$	87.52	March 15, 2026	2026 Exchangeable Notes	11.4259	$	87.52	March 15, 2026
2030 Exchangeable Notes	2030 Exchangeable Notes	11.8739	$	84.22	October 15, 2029	2030 Exchangeable Notes	11.8739	$	84.22	October 15, 2029

______________________

(a)Subject to adjustment upon the occurrence of specified events.

As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day;

(2) during the five-business day period after any five-consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day;

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

(4) upon the occurrence of specified corporate events as further described in the indentures governing the respective Exchangeable Notes.

On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with cash, shares of the Company’s common stock, or a combination of cash and shares of the Company's common stock. Any shares issued in further settlement of the notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below).

~~The Company’s 2022 Exchangeable Notes were exchangeable as of June 30, 2022. A total of $40.6 million of the 2022~~No 2026 or 2030 Exchangeable Notes were presented for exchange during the ~~six~~three months ended ~~June 30, 2022 of which $14.6 million aggregate principal amount was not yet settled as of June 30, 2022. No other Exchangeable~~

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

~~Notes were presented for exchange during the six months ended June 30, 2022. During the six months ended June 30, 2022, $41.6 million aggregate principal amount~~March 31, 2023. Neither of the ~~2022~~2026 and 2030 Exchangeable Notes were ~~settled related to notes presented for exchange~~exchangeable as of March 31, 2023.

At both March 31, 2023 and December 31, 2022, there was no value in ~~the current period or prior periods.~~

~~The following table presents the if-converted value that exceeded~~excess of the principal of each of the 2026 and 2030 Exchangeable ~~Note~~Notes outstanding ~~as of June 30, 2022 and December 31, 2021 based~~ on an if-converted basis using the Company’s stock price on ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

June 30, 2022 December 31, 2021
(In millions)
2022 Exchangeable Notes $ 25.9 $ 170.4
2026 Exchangeable Notes $ — $ 293.9
2030 Exchangeable Notes $ — $ 327.9

Additionally, all or any portion of the 2026 Exchangeable Notes and 2030 Exchangeable Notes may be redeemed for cash, at the respective issuer’s option, on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the Company’s common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The following table sets forth the components of the outstanding Exchangeable Notes as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


		June 30, 2022						December 31, 2021							March 31, 2023				December 31, 2022
		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes			2026 Exchangeable Notes		2030 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

		(In thousands)													(In thousands)
Principal	Principal	$	58,896	$	575,000	$	575,000	$	100,500	$	575,000	$	575,000	Principal	$	575,000	$	575,000	$	575,000	$	575,000
Less: Unamortized debt issuance costs	Less: Unamortized debt issuance costs	114		6,353		8,145		573		7,130		8,638		Less: Unamortized debt issuance costs	5,171		7,395		5,562		7,645
Net carrying value included in current maturities of long-term debt, net		$	58,782	$	—	$	—	$	99,927	$	—	$	—

Net carrying value included in long-term debt, net	Net carrying value included in long-term debt, net	$	—	$	568,647	$	566,855	$	—	$	567,870	$	566,362	Net carrying value included in long-term debt, net	$	569,829	$	567,605	$	569,438	$	567,355

2017

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The following table sets forth interest expense recognized related to the Exchangeable Notes:


		Three Months Ended June 30, 2022						Three Months Ended June 30, 2021							Three Months Ended March 31, 2023				Three Months Ended March 31, 2022
		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes			2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes(a)		2026 Exchangeable Notes		2030 Exchangeable Notes

		(In thousands)													(In thousands)
Contractual interest expense	Contractual interest expense	$	167	$	1,258	$	2,875	$	1,132	$	1,258	$	2,875	Contractual interest expense	$	1,258	$	2,875	$	186	$	1,258	$	2,875
Amortization of debt issuance costs	Amortization of debt issuance costs	149		391		248		920		387		243		Amortization of debt issuance costs	391		250		150		386		245
Total interest expense recognized	Total interest expense recognized	$	316	$	1,649	$	3,123	$	2,052	$	1,645	$	3,118	Total interest expense recognized	$	1,649	$	3,125	$	336	$	1,644	$	3,120

______________________

(a)

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021
2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes
(In thousands)
Contractual interest expense $ 353 $ 2,516 $ 5,750 $ 2,264 $ 2,516 $ 5,750
Amortization of debt issuance costs 299 777 493 1,827 788 500
Total interest expense recognized $ 652 $ 3,293 $ 6,243 $ 4,091 $ 3,304 $ 6,250
The Company’s 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”), the outstanding balance of which was fully redeemed during the year ended December 31, 2022.

The effective interest rates for the ~~2022,~~ 2026 and 2030 Exchangeable Notes are ~~1.6%,~~ 1.2%, and 2.2%, respectively.

Exchangeable Notes Hedges and Warrants

In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the prices per share set forth below (the “Exchangeable Notes Hedge”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share prices set forth below (the “Exchangeable Notes Warrants”).

The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s common stock upon any exchange of Exchangeable Notes and/or offset any cash payment Match Group FinanceCo ~~Inc., Match Group FinanceCo~~ 2, Inc. or Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company common stock exceeds their respective strike prices.

~~During the six months ended June 30, 2022, in connection with the 2022 Exchangeable Notes presented for exchange, we exercised 0.9 million underlying shares~~The following tables present details of the ~~related 2022~~ Exchangeable Notes Hedges ~~which were valued based on~~and Warrants outstanding at March 31, 2023:


	Number of Shares(a)	Approximate Equivalent Exchange Price per Share(a)

	(Shares in millions)
2026 Exchangeable Notes Hedge	6.6	$	87.52
2030 Exchangeable Notes Hedge	6.8	$	84.22


	Number of Shares(a)	Weighted Average Strike Price per Share(a)

	(Shares in millions)
2022 Exchangeable Notes Warrants (b)	0.4	$	68.22
2026 Exchangeable Notes Warrants	6.6	$	134.76
2030 Exchangeable Notes Warrants	6.8	$	134.82

______________________

(a)Subject to adjustment upon the ~~volume weighted average price~~occurrence of ~~Match Group common stock over a 40-day measurement period. During the six months ended June 30, 2022, the Company received $52.6 million in cash related to these hedge settlements.~~

~~During the quarter ended June 30, 2022, we paid $7.5 million to settle 0.4 million underlying shares of the 2022 Exchangeable Notes Warrants.~~specified events.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

(b)The ~~following tables present details of the~~outstanding 2022 Exchangeable Notes ~~Hedges and~~ Warrants ~~outstanding~~ at ~~June 30, 2022:~~

Number of Shares(a)
Approximate Equivalent Exchange Price per Share(a)
(Shares in millions)
2022 Exchangeable Notes Hedge 1.0 $ 43.99
2026 Exchangeable Notes Hedge 6.6 $ 87.52
2030 Exchangeable Notes Hedge 6.8 $ 84.22

Number of Shares(a)
Weighted Average Strike Price per Share(a)
(Shares in millions)
2022 Exchangeable Notes Warrants 1.9 $ 68.22
2026 Exchangeable Notes Warrants 6.6 $ 134.76
2030 Exchangeable Notes Warrants 6.8 $ 134.82

~~______________________~~

~~(a)Subject to adjustment upon~~March 31, 2023 are exercised ratably over 80 trading days, which commenced on the ~~occurrence of specified events.~~first trading date following the expiration date through April 27, 2023. No cash or shares were provided on exercise as the Company’s stock price was below the strike price.

NOTE 6—5—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the components of accumulated other comprehensive loss. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments.

Three Months Ended June 30,
2022 2021
(In thousands)
Balance at April 1 $ (269,217) $ (102,030)
Other comprehensive loss (138,620) (2,059)
Balance at June 30 $ (407,837) $ (104,089)


		Six Months Ended June 30,		Three Months Ended March 31,
		2022			2021			2023		2022

		(In thousands)		(In thousands)
Balance at January 1	Balance at January 1	$	(223,754)		$	(81,454)	Balance at January 1	$	(369,182)	$	(223,754)
Other comprehensive loss	Other comprehensive loss	(184,083)			(22,635)		Other comprehensive loss	(34,441)		(45,463)

Balance at June 30		$	(407,837)		$	(104,089)
Balance at March 31							Balance at March 31	$	(403,623)	$	(269,217)

At both ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ there was no tax benefit or provision on the accumulated other comprehensive loss.

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

NOTE 7—6—EARNINGS PER SHARE

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

Three Months Ended June 30,
2022 2021
Basic Diluted Basic Diluted
(In thousands, except per share data)
Numerator
Net (loss) earnings from continuing operations $ (32,365) $ (32,365) $ 140,020 $ 140,020
Net loss attributable to noncontrolling interests 507 507 366 366
Impact from subsidiaries’ dilutive securities of continuing operations — — — (388)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— — — 4,075
Net (loss) earnings from continuing operations attributable to Match Group, Inc. shareholders $ (31,858) $ (31,858) $ 140,386 $ 144,073
Earnings from discontinued operations, net of tax $ — $ — $ 509 $ 509
Net earnings from discontinued operations attributable to shareholders — — 509 509
Net (loss) earnings attributable to Match Group, Inc. shareholders $ (31,858) $ (31,858) $ 140,895 $ 144,582
Denominator
Weighted average basic shares outstanding 285,126 285,126 271,254 271,254
Dilutive securities(b)(c)
— — — 14,671
Dilutive shares from Exchangeable Notes, if-converted(a)
— — — 25,162
Denominator for (loss) earnings per share—weighted average shares(b)(c)
285,126 285,126 271,254 311,087
(Loss) earnings per share:
(Loss) earnings per share from continuing operations $ (0.11) $ (0.11) $ 0.52 $ 0.46
Earnings per share from discontinued operations, net of tax $ — $ — $ 0.00 $ 0.00
(Loss) earnings per share attributable to Match Group, Inc. shareholders $ (0.11) $ (0.11) $ 0.52 $ 0.46

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~


		Six Months Ended June 30,									Three Months Ended March 31,
		2022				2021					2023				2022
		Basic		Diluted		Basic		Diluted			Basic		Diluted		Basic		Diluted

		(In thousands, except per share data)									(In thousands, except per share data)
Numerator	Numerator									Numerator
Net earnings from continuing operations		$	148,242	$	148,242	$	313,868	$	313,868
Net loss attributable to noncontrolling interests		433		433		768		768
Impact from subsidiaries’ dilutive securities of continuing operations		—		(153)		—		(428)
Net earnings										Net earnings	$	120,691	$	120,691	$	180,607	$	180,607
Net loss (earnings) attributable to noncontrolling interests										Net loss (earnings) attributable to noncontrolling interests	118		118		(74)		(74)
Impact from subsidiaries’ dilutive securities										Impact from subsidiaries’ dilutive securities	—		(30)		—		(98)
Interest on dilutive Exchangeable Notes, net of income tax(a)	Interest on dilutive Exchangeable Notes, net of income tax(a)	—		2,218		—		8,150		Interest on dilutive Exchangeable Notes, net of income tax(a)	—		3,179		—		3,339
Net earnings from continuing operations attributable to Match Group, Inc. shareholders		$	148,675	$	150,740	$	314,636	$	322,358

Earnings from discontinued operations, net of tax		$	—	$	—	$	509	$	509

Net earnings from discontinued operations attributable to shareholders		—		—		509		509

Net earnings attributable to Match Group, Inc. shareholders	Net earnings attributable to Match Group, Inc. shareholders	$	148,675	$	150,740	$	315,145	$	322,867	Net earnings attributable to Match Group, Inc. shareholders	$	120,809	$	123,958	$	180,533	$	183,774

Denominator	Denominator									Denominator
Weighted average basic shares outstanding	Weighted average basic shares outstanding	284,794		284,794		269,959		269,959		Weighted average basic shares outstanding	279,260		279,260		284,459		284,459
Dilutive securities(b)(c)	Dilutive securities(b)(c)	—		5,949		—		15,735		Dilutive securities(b)(c)	—		3,993		—		7,116
Dilutive shares from Exchangeable Notes, if-converted(a)	Dilutive shares from Exchangeable Notes, if-converted(a)	—		7,955		—		25,162		Dilutive shares from Exchangeable Notes, if-converted(a)	—		13,397		—		15,327
Denominator for earnings per share—weighted average shares(b)(c)	Denominator for earnings per share—weighted average shares(b)(c)	284,794		298,698		269,959		310,856		Denominator for earnings per share—weighted average shares(b)(c)	279,260		296,650		284,459		306,902

Earnings per share:	Earnings per share:									Earnings per share:
Earnings per share from continuing operations		$	0.52	$	0.50	$	1.17	$	1.04
Earnings per share from discontinued operations, net of tax		$	—	$	—	$	0.00	$	0.00

Earnings per share attributable to Match Group, Inc. shareholders	Earnings per share attributable to Match Group, Inc. shareholders	$	0.52	$	0.50	$	1.17	$	1.04	Earnings per share attributable to Match Group, Inc. shareholders	$	0.43	$	0.42	$	0.63	$	0.60

______________________

(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the three months ended June 30, 2022, the 2022, 2026, and 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore the weighted average 0.9 million, 6.6 million, and 6.8 million shares, respectively, related to the 2022, 2026, and 2030 Exchangeable Notes are excluded from dilutive securities. For the six months ended June 30, 2022,March 31, 2023, the Company adjusted net earnings ~~from continuing operations~~

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the ~~2022~~2026 and ~~2026~~2030 Exchangeable ~~Notes and dilutive~~Notes. Dilutive shares were also included for the same ~~set~~series of ~~notes at the Match Group exchange rates. For the six months ended June 30, 2022, the 2030~~ Exchangeable ~~Notes were not more dilutive under the if-converted method and therefore the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities.~~Notes. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable ~~Notes and dilutive~~Notes. Dilutive shares were also included for the same ~~set~~series of ~~notes.~~Exchangeable Notes.

(b)If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

denominated equity and vesting of restricted stock units. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~8.0~~17.3 million and ~~2.6~~1.2 million potentially dilutive securities, respectively, ~~and for both the three and six months ended June 30, 2021, 0.7 million potentially dilutive securities,~~ are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(c)Market-based awards and performance-based ~~restriced~~restricted stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For ~~both~~ the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~1.5~~2.6 million and 1.4 million shares, ~~underlying market-based awards and PSUs, and for both the three and six months ended June 30, 2021, 1.0 million shares,~~respectively, underlying market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

NOTE 8—7—CONSOLIDATED FINANCIAL STATEMENT DETAILS

Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:


		June 30, 2022		December 31, 2021		June 30, 2021		December 31, 2020			March 31, 2023		December 31, 2022		March 31, 2022		December 31, 2021

		(In thousands)									(In thousands)
Cash and cash equivalents	Cash and cash equivalents	$	463,686	$	815,384	$	236,460	$	739,164	Cash and cash equivalents	$	569,879	$	572,395	$	912,434	$	815,384
Restricted cash included in other current assets	Restricted cash included in other current assets	118		128		134		138		Restricted cash included in other current assets	122		121		125		128

Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows	Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows	$	463,804	$	815,512	$	236,594	$	739,302	Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows	$	570,001	$	572,516	$	912,559	$	815,512

NOTE 9—8—CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of 1one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 2—Income Taxes” for additional information related to income tax contingencies.

Pursuant to the Transaction Agreement, we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below.

The official names of legal proceedings in the descriptions below (shown in italics) reflect the original names of the parties when the proceedings were filed as opposed to the current names of the parties following the separation of Match Group and IAC.

~~Tinder Optionholder Litigation Against Former Match Group and Match Group~~

On August 14, 2018, 10 then-current and former employees of Match Group, LLC or Tinder, Inc. (“Tinder”), a former subsidiary of Former Match Group, filed a lawsuit in New York state court against Former Match Group and Match Group. See ~~Sean Rad et al. v. IAC/InterActiveCorp and Match Group, Inc., No. 654038/2018 (Supreme~~

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Court, New York County). The complaint alleged that in 2017, the defendants: (i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Former Match Group, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis. The complaint asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Former Match Group only), and interference with prospective economic advantage, and sought compensatory damages in the amount of at least $2 billion, as well as punitive damages. On August 31, 2018, 4 plaintiffs who were still employed by Former Match Group filed a notice of discontinuance of their claims without prejudice, leaving the 6 former employees as the remaining plaintiffs. On June 13, 2019, the court issued a decision and order granting defendants’ motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichments, as well as the merger-related claim for breach of contract as to 2 of the remaining 6 plaintiffs, and otherwise denying defendants’ motion to dismiss. On July 13, 2020, the 4 former plaintiffs filed arbitration demands with the American Arbitration Association asserting the same valuation claims and on September 3, 2020, the 4 arbitrations were consolidated. Trial commenced on November 8, 2021. In accordance with the parties’ agreement in December 2021, in June 2022 we paid $441 million to settle all claims in trial and in arbitration.

FTC Lawsuit Against Former Match Group

On September 25, 2019, the ~~FTC~~United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against Former Match Group. See FTC v. Match Group, Inc., No. 3:19:cv-02281-K (Northern District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit. On ~~October 9, 2020, the court granted the Company’s motion to stay the case until the United States Supreme Court issued a decision in the consolidated appeal of~~ ~~Federal Trade Commission v. Credit Bureau Center, LLC~~ ~~and~~ ~~AMG Capital Management, LLC v. FTC.~~ ~~On April 22, 2021, the Supreme Court issued its decision, ruling that the FTC cannot seek equitable monetary relief under Section 13(b) of the FTC Act. On~~ March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy. ~~The court otherwise denied our motion to dismiss.~~ On July 19, 2022, the FTC filed ~~its first~~an amended complaint adding Match Group, LLC as a defendant. We believe that the FTC’s claims regarding Match.com’s practices, policies, and procedures are without merit and will defend vigorously against them.

~~NOTE 10—RELATED PARTY TRANSACTIONS~~

~~Relationship with IAC following the Separation~~

On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”). The Separation was effected pursuant to the terms of the Transaction Agreement (the “Transaction Agreement”) dated as of December 19, 2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020.

In connection with the Separation, the Company entered into certain agreements with IAC to govern the relationship between the Company and IAC following the Separation. These agreements, in certain cases, supersede the agreements entered into between Former Match Group and Former IAC in connection with Former Match Group’s IPO in November 2015 (the “IPO Agreements”) and include: a tax matters agreement; a

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

~~transition services agreement; and an employee matters agreement. The IPO Agreements that were not superseded were terminated at closing of the Separation.~~

In addition to the agreements entered into at the time of the Separation, Match Group leases office space to IAC in a building owned by the Company in Los Angeles. For the three and six months ended June 30, 2022, the Company received less than $0.1 million from IAC pursuant to the Los Angeles lease.

~~Match Group has a receivable balance of $0.2 million due from IAC at June 30, 2022.~~

~~Tax Matters Agreement~~

Pursuant to the tax matters agreement, each of Match Group and IAC is responsible for certain tax liabilities and obligations following the transfer by Former IAC (i) to Match Group of certain assets and liabilities of, or related to, the businesses of Former IAC (other than Former Match Group) and (ii) to holders of Former IAC common stock and Former IAC Class B common stock, as a result of the reclassification and mandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”). Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify Match Group against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to Match Group's or Former Match Group’s actions or failure to act, Match Group's or Former Match Group’s breach of certain representations or covenants or certain acquisitions of equity securities of Match Group, in each case, described in the tax matters agreement (a "Match Group fault-based action"). If the failure to so qualify is attributable to a Match Group fault-based action, Match Group is responsible for liabilities incurred as a result of such failure and will indemnify IAC against such liabilities so incurred by IAC or its affiliates.

Under the tax matters agreement, as of June 30, 2022, Match Group is obligated to remit to IAC $1.3 million of expected state tax refunds relating to tax years prior to the Separation. This obligation is included in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet. Additionally, IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the Separation. At June 30, 2022, a receivable of $1.8 million is included in “Other current assets” in the accompanying consolidated balance sheet representing an estimate of the amount that Match Group expects to be indemnified for under this arrangement. At June 30, 2022, Match Group has an indemnification asset of $0.6 million included in “Other non-current assets” in the accompanying consolidated balance sheet for uncertain tax positions that related to Former IAC prior to the Separation.

~~Transition Services Agreement~~

Pursuant to the transition services agreement, IAC can provide certain services to Match Group that Former IAC had historically provided to Former Match Group. Match Group can also provide certain services to IAC that Former Match Group previously provided to Former IAC. The transition services agreement also provides that Match Group and IAC will make efforts to replace, amend, or divide certain joint contracts with third-parties relating to services or products used by both Match Group and IAC. Match Group and IAC also agreed to continue sharing certain services provided pursuant to certain third-party vendor contracts that were not replaced, amended, or divided prior to closing of the Separation.

~~For the three and six months ended June 30, 2022, the Company received $20.0 million and $20.5 million, respectively, from IAC for services provided to IAC under the transition services agreement.~~

~~Employee Matters Agreement~~

Pursuant to the amended and restated employee matters agreement, Match Group will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees upon exercise or vesting.

For the three and six months ended June 30, 2022, the Company paid IAC less than $0.1 million for the cost of IAC equity awards held by the Company’s employees upon vesting. At June 30, 2022, the Company has accrued $0.6 million as the estimated cost due to IAC for IAC equity awards held by Match Group employees.

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

~~Other Agreements~~

The Transaction Agreement provides that each of Match Group and IAC has agreed to indemnify, defend and hold harmless the other party from and against any liabilities arising out of: (i) any asset or liability allocated to such party or the other members of such party's group under the Transaction Agreement or the businesses of such party's group after the closing of the Separation; (ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party's group contained in the Transaction Agreement that survives the closing of the Separation or is contained in any ancillary agreement; and (iii) any untrue or misleading statement or alleged untrue or misleading statement of a material fact or omission, with respect to information contained in or incorporated into the Form S-4 Registration Statement (the “Form S-4”) filed with the Securities and Exchange Commission (the “SEC”) by IAC and Former IAC in connection with the Separation or the joint proxy statement/prospectus filed by Former IAC and Former Match Group with the SEC pursuant to the Form S-4.

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

Key Terms:

Operating and financial metrics:

•Americas includes North America, Central America, South America, and the Caribbean islands.

•Europe includes continental Europe, the British Isles, Iceland, Greenland, and Russia, but excludes Turkey (which is included in APAC and Other).

•APAC and Other includes Asia, Australia, the Pacific islands, the Middle East, and Africa.

•Match Group Asia (“MG Asia”) consists of the brands primarily focused on Asia including Pairs™, Azar®, and Hakuna®.

•Evergreen & Emerging (“E&E”) consists primarily of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, BLK®, Chispa™, and The League®.

•Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and à la carte revenue.

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

•Payers are unique users at a brand level in a given month from whom we earned Direct Revenue. When presented as a quarter-to-date or year-to-date value, Payers represents the average of the monthly values for the respective period presented. At a consolidated level, duplicate Payers may exist when we earn revenue from the same individual at multiple brands in a given month, as we are unable to identify unique individuals across brands in the Match Group portfolio.

•Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue for a period divided by the Payers in the period, further divided by the number of months in the period.

Operating costs and expenses:

•Cost of revenue - consists primarily of the amortization of in-app purchase fees, compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in data center and customer care functions, credit card processing fees, hosting fees, live video costs, and data center rent, energy and bandwidth costs. In-app purchase fees are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google.

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

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

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

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Long-term debt:

•Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. As of both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there was $0.4 million outstanding in letters of credit and $749.6 million of availability under the Credit Facility.

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•Term Loan - The term loan facility under the credit agreement of MG Holdings II. At December 31, ~~2021,~~2022, the Term Loan bore interest at LIBOR plus 1.75% and the then applicable rate was ~~1.91%~~6.49%. As of ~~June 30, 2022,~~March 31, 2023, the applicable rate was ~~3.19%~~6.71% and $425 million was outstanding.

•5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017. As of ~~June 30, 2022,~~March 31, 2023, $450 million aggregate principal amount was outstanding.

•4.625% Senior Notes - MG Holdings II’s 4.625% Senior Notes due June 1, 2028, with interest payable each June 1 and December 1, which were issued on May 19, 2020. As of ~~June 30, 2022,~~March 31, 2023, $500 million aggregate principal amount was outstanding.

•5.625% Senior Notes - MG Holdings II’s 5.625% Senior Notes due February 15, 2029, with interest payable each February 15 and August 15, which were issued on February 15, 2019. As of ~~June 30, 2022,~~March 31, 2023, $350 million aggregate principal amount was outstanding.

•4.125% Senior Notes - MG Holdings II’s 4.125% Senior Notes due August 1, 2030, with interest payable each February 1 and August 1, which were issued on February 11, 2020. As of ~~June 30, 2022,~~March 31, 2023, $500 million aggregate principal amount was outstanding.

•3.625% Senior Notes - MG Holdings II’s ~~$500 million aggregate principal amount of~~ 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, ~~commencing on April 1, 2022,~~ which were issued on October 4, 2021. As of ~~June 30, 2022,~~March 31, 2023, $500 million aggregate principal amount was outstanding.

•2022 Exchangeable Notes - The 0.875% Exchangeable Senior Notes ~~due October 1, 2022~~ issued by Match Group FinanceCo, Inc., a subsidiary of the Company, which are ~~exchangeable into shares of the Company's common stock. Interest is payable each April 1 and October 1. As of June 30, 2022, $58.9 million aggregate principal amount was outstanding.~~no longer outstanding at December 31, 2022.

•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15, 2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each June 15 and December 15. As of ~~June 30, 2022,~~March 31, 2023, $575 million aggregate principal amount was outstanding.

•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15, 2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which are exchangeable into shares of the Company's common stock. Interest is payable each January 15 and July 15. As of ~~June 30, 2022,~~March 31, 2023, $575 million aggregate principal amount was outstanding.

Non-GAAP financial measure:

•Adjusted Operating Income - is a Non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definition of Adjusted Operating Income and a reconciliation of net earnings attributable to Match Group, Inc. shareholders to operating ~~(loss)~~ income and Adjusted Operating Income.

Management Overview

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, ~~Match~~Hinge®, ~~Hinge~~Match®, Meetic®, OkCupid®, Pairs™, ~~PlentyOfFish~~®~~, OurTime~~Plenty Of Fish®, Azar®, Hakuna ~~Live™~~®, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world.

As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.

For a more detailed description of the Company’s operating businesses, see “Item 1. Business” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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Additional Information

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website at https://ir.mtch.com, our newsroom website at https://newsroom.mtch.com, Securities and Exchange Commission (“SEC”) filings, press releases, and public conference calls. We use these channels as well as social media to communicate with our users and the public about our company, our services and other issues. It is possible that the information we post on social media could be deemed to be material information. Accordingly, investors, the media, and others interested in our company should monitor the social media channels listed on our investor relations website in addition to following our newsroom website, SEC filings, press releases and public conference calls. Neither the information on our websites, nor the information on the website of any Match Group business, is incorporated by reference into this report, or into any other filings with, or into any other information furnished or submitted to, the SEC.

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Results of Operations for the three ~~and six~~ months ended ~~June 30, 2022 compared to the three and six months ended June 30, 2021~~

~~Revenue~~
Three Months Ended June 30, Six Months Ended June 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(In thousands, except RPP)
Direct Revenue:
Americas $ 408,730 $ 34,342 9% $ 374,388 $ 808,708 $ 90,058 13% $ 718,650
Europe 208,471 11,929 6% 196,542 423,799 38,198 10% 385,601
APAC and Other 162,952 39,560 32% 123,392 331,479 86,227 35% 245,252
Total Direct Revenue 780,153 85,831 12% 694,322 1,563,986 214,483 16% 1,349,503
Indirect Revenue 14,360 922 7% 13,438 29,158 3,289 13% 25,869
Total Revenue $ 794,513 $ 86,753 12% $ 707,760 $ 1,593,144 $ 217,772 16% $ 1,375,372
Percentage of Total Revenue:
Direct Revenue:
Americas 51% 53% 51% 52%
Europe 26% 28% 26% 28%
APAC and Other 21% 17% 21% 18%
Total Direct Revenue 98% 98% 98% 98%
Indirect Revenue 2% 2% 2% 2%
Total Revenue 100% 100% 100% 100%
Payers:
Americas 8,225 324 4% 7,901 8,192 444 6% 7,748
Europe 4,564 232 5% 4,332 4,648 354 8% 4,294
APAC and Other 3,606 870 32% 2,736 3,524 872 33% 2,652
Total 16,395 1,426 10% 14,969 16,364 1,670 11% 14,694
RPP:
Americas $ 16.56 $ 0.77 5% $ 15.79 $ 16.45 $ 0.99 6% $ 15.46
Europe $ 15.23 $ 0.11 1% $ 15.12 $ 15.20 $ 0.23 2% $ 14.97
APAC and Other $ 15.06 $ 0.03 —% $ 15.03 $ 15.68 $ 0.26 2% $ 15.42
Total $ 15.86 $ 0.40 3% $ 15.46 $ 15.93 $ 0.62 4% $ 15.31

~~For the three months ended June 30, 2022~~March 31, 2023 compared to the three months ended ~~June 30, 2021~~March 31, 2022

Revenue


	Three Months Ended March 31,
		2023		$ Change		% Change	2022

		(In thousands, except RPP)
Direct Revenue:
Americas		$	405,927	$	5,949	1%	$	399,978
Europe		212,516		(2,812)		(1)%	215,328
APAC and Other		155,995		(12,532)		(7)%	168,527
Total Direct Revenue		774,438		(9,395)		(1)%	783,833
Indirect Revenue		12,686		(2,112)		(14)%	14,798
Total Revenue		$	787,124	$	(11,507)	(1)%	$	798,631



Direct Revenue
Tinder		$	441,146	$	141	—%	$	441,005
Hinge		82,753		17,790		27%	64,963
MG Asia		75,661		(11,548)		(13)%	87,209
Evergreen & Emerging		174,878		(15,778)		(8)%	190,656
Total Direct Revenue		$	774,438	$	(9,395)	(1)%	$	783,833

Percentage of Total Revenue:
Direct Revenue:
Americas		51%					50%
Europe		27%					27%
APAC and Other		20%					21%
Total Direct Revenue		98%					98%
Indirect Revenue		2%					2%
Total Revenue		100%					100%



Payers:
Americas		7,989		(170)		(2)%	8,159
Europe		4,397		(335)		(7)%	4,732
APAC and Other		3,488		45		1%	3,443
Total		15,874		(460)		(3)%	16,334



RPP:
Americas		$	16.94	$	0.60	4%	$	16.34
Europe		$	16.11	$	0.94	6%	$	15.17
APAC and Other		$	14.91	$	(1.41)	(9)%	$	16.32
Total		$	16.26	$	0.26	2%	$	16.00

Table of Contents

Americas Direct Revenue grew ~~$34.3~~$5.9 million, or 9%1%, in ~~2022~~2023 versus ~~2021,~~2022, driven by 5%4% growth in RPP, ~~and 4% growth~~partially offset by a 2% decrease in Payers. RPP growth was driven by ~~both~~ higher average prices paid for subscriptions at Hinge and Tinder and increased average à la carte purchases per Payer at ~~Tinder and Hinge. Growth~~Tinder. The decrease in Payers was primarily driven by ~~Tinder with contributions from Hinge and the Swipe Apps (BLK, Chispa, and Upward),~~decreases at E&E, partially offset by ~~decreases~~increases at ~~PlentyOfFish, Match, Match Affinity, and OkCupid.~~Hinge.

Europe Direct Revenue ~~grew $11.9~~decreased $2.8 million, or 6%1%, in 2023 versus 2022, ~~versus 2021, driven by 5% growth~~due to a 7% decrease in Payers, ~~and 1%~~partially offset by 6% growth in RPP. ~~Growth~~The decrease in Payers was primarily due to decreases at Tinder and ~~the acquisition of Hyperconnect in the second quarter of 2021,~~E&E, partially offset by ~~decreases~~increases at ~~Meetic.~~Hinge. RPP growth was driven by ~~the acquisition of Hyperconnect, which has a higher RPP relative to our other brands,~~Tinder and ~~Tinder,~~Hinge, partially offset by unfavorable impacts from the strength of the U.S. dollar compared to the Euro and British Pound between the two periods.

~~Table of Contents~~

APAC and Other Direct Revenue ~~grew $39.6~~decreased $12.5 million, or ~~32%~~7%, in 2023 versus 2022, ~~versus 2021, driven~~due to a 9% decrease in RPP, partially offset by ~~32% growth~~a 1% increase in Payers. ~~Payer growth was primarily driven by Tinder and the acquisition of Hyperconnect.~~ RPP was ~~positively~~unfavorably impacted ~~by the acquisition of Hyperconnect, offset~~ by the strength of the U.S. dollar compared to the Japanese Yen and Turkish Lira. The increase in Payers was primarily due to increases at Tinder and Hinge, partially offset by decreases at MG Asia and E&E.

Tinder Direct Revenue was flat at $441 million, driven by relatively flat Payers and RPP of 10.7 million and $13.80 in 2023, respectively.

Hinge Direct Revenue grew 27% over the prior year quarter, driven by growth in both Payers and RPP.

MG Asia Direct Revenue declined 13% over the prior year quarter, as growth continued at Azar, which was more than offset by declines at Pairs and Hakuna.

E&E Direct Revenue declined 8% over the prior year quarter, as we continued to moderate marketing spend at our Evergreen brands, leading to continued, but moderating, declines in such brands. Our Emerging brands continued to grow.

Indirect Revenue ~~increased~~decreased primarily due to ~~receiving~~lower ad impressions and a ~~higher rate~~lower price per ~~impression.~~

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

~~All revenue categories increased primarily due to the factors described above in the three-month discussion.~~impression received.

Cost of revenue (exclusive of depreciation)

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~


										Three Months Ended March 31,
										2023		$ Change		% Change	2022
		Three Months Ended June 30,
		2022		$ Change		% Change	2021			(Dollars in thousands)

		(Dollars in thousands)
Cost of revenue	Cost of revenue	$	240,840	$	47,741	25%	$	193,099	Cost of revenue	$	240,010	$	3,774	2%	$	236,236
Percentage of revenue	Percentage of revenue	30%					27%		Percentage of revenue	30%					30%

Cost of revenue increased ~~due to the acquisition of Hyperconnect. Excluding the increase from the Hyperconnect acquisition, cost of revenue increased 14%~~2% primarily due to an increase in in-app purchase fees of ~~$15.6~~$9.3 million, which included ~~a $5.0~~an $8.1 million escrow ~~amount~~payment related to litigation regarding the fees paid to the Google Play store ~~as revenue continues to be increasingly sourced through mobile app stores;~~ and an increase in hosting fees of ~~$7.7~~$3.9 million, partially offset by a decrease in live streaming costs of $7.0 million.

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Cost of revenue $ 477,076 $ 104,522 28% $ 372,554
Percentage of revenue 30% 27%

~~Cost of revenue increased primarily due to the factors described above in the three-month discussion.~~

Selling and marketing expense

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~


		Three Months Ended June 30,								Three Months Ended March 31,
		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022

		(Dollars in thousands)								(Dollars in thousands)
Selling and marketing expense	Selling and marketing expense	$	125,679	$	(3,239)	(3)%	$	128,918	Selling and marketing expense	$	137,359	$	(14,529)	(10)%	$	151,888
Percentage of revenue	Percentage of revenue	16%					18%		Percentage of revenue	17%					19%

Selling and marketing expense ~~excluding the~~decreased as a result of lower marketing spend at multiple brands, partially offset by an increase ~~from Hyperconnect due to the acquisition in the second quarter of 2021, decreased $12.7 million primarily due to reductions~~ in marketing spend at ~~multiple brands.~~Hinge, as it continues to expand internationally, and a modest increase at Tinder.

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~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~General and administrative expense

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Selling and marketing expense $ 277,567 $ 3,661 1% $ 273,906
Percentage of revenue 17% 20%

Selling and marketing expense increased primarily due to the acquisition of Hyperconnect. Excluding Hyperconnect, selling and marketing expense decreased $20.6 million due to lower marketing spend at multiple brands.


	Three Months Ended March 31,
	2023		$ Change		% Change	2022

	(Dollars in thousands)
General and administrative expense	$	90,611	$	(10,094)	(10)%	$	100,705
Percentage of revenue	12%					13%

General and administrative expense decreased primarily due to a decrease in stock-based compensation expense due to forfeitures of equity awards related to recent management departures.

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~
Three Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
General and administrative expense $ 110,638 $ (2,755) (2)% $ 113,393
Percentage of revenue 14% 16%
Product development expense

~~Excluding Hyperconnect and related acquisition expenses incurred in 2021, general and administrative~~


	Three Months Ended March 31,
	2023		$ Change		% Change	2022

	(Dollars in thousands)
Product development expense	$	98,186	$	19,392	25%	$	78,794
Percentage of revenue	12%					10%

Product development expense increased 3% primarily due to an increase in compensation expense of $10.7 million primarily related to 1) an increase in stock-based compensation related to modifications of certain stock-based awards and new awards granted in the current year, and 2) an increase in headcount. Additionally, general and administrative expense increased due to an increase in travel expenses of $2.3 million as our return to office activities continue to progress; partially offset by a decrease in legal and other professional fees. General and administrative expense related to Hyperconnect decreased primarily due to a decrease in stock-based compensation related to grants in 2021 associated with the Hyperconnect acquisition and a decrease in professional fees related to the acquisition of Hyperconnect that were incurred in 2021.

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
General and administrative expense $ 211,343 $ 10,285 5% $ 201,058
Percentage of revenue 13% 15%

~~Excluding Hyperconnect and related acquisition expenses incurred in 2021, general and administrative expense increased primarily due to the factors described above in the three-month discussion.~~

~~Table of Contents~~

~~Product development expense~~

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~
Three Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Product development expense $ 86,410 $ 34,277 66% $ 52,133
Percentage of revenue 11% 7%

Product development expense increased in part due to the acquisition of Hyperconnect. Excluding Hyperconnect, product development expense increased 51% primarily due to an increase in compensation expense of $25.2$20.9 million related to increased headcount at Tinder and Hinge and an increase in stock-based compensation expense associated with new equity awards granted in the current year.

~~For the six months ended June 30, 2022~~Depreciation


	Three Months Ended March 31,
	2023		$ Change		% Change	2022

	(Dollars in thousands)
Depreciation	$	10,552	$	55	1%	$	10,497
Percentage of revenue	1%					1%

Depreciation was nearly flat compared to the ~~six months ended June 30, 2021~~prior year period.

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Product development expense $ 165,204 $ 57,495 53% $ 107,709
Percentage of revenue 10% 8%
Amortization of intangibles

~~Product development expense increased~~


	Three Months Ended March 31,
	2023		$ Change		% Change	2022

	(Dollars in thousands)
Amortization of intangibles	$	12,117	$	(576)	(5)%	$	12,693
Percentage of revenue	2%					2%

Amortization of intangibles decreased primarily due to impairments in 2022 of definite-lived intangible assets, which reduced the ~~factors described above~~amortization in the ~~three-month discussion.~~

~~Depreciation~~

~~For~~current period, partially offset by the ~~three months ended June 30,~~reclassification of trade names into definite-lived intangible assets in the fourth quarter of 2022, ~~compared~~which increased the level of intangibles subject to ~~the three months ended June 30, 2021~~
Three Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Depreciation $ 11,488 $ 1,427 14% $ 10,061
Percentage of revenue 1% 1%

~~Depreciation increased primarily due to an increase in internally developed software placed in service and building improvements.~~

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Depreciation $ 21,985 $ 1,467 7% $ 20,518
Percentage of revenue 1% 1%

~~Depreciation increased primarily due to an increase in building and leasehold improvements.~~amortization.

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~~Impairment and amortization of intangibles~~

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~

Three Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Impairment and amortization of intangibles $ 229,539 $ 229,297 NM $ 242
Percentage of revenue 29% —%

~~________________________~~

~~NM = not meaningful~~

Impairment and amortization increased primarily due to an impairment of $217.4 million recognized in 2022 related to Hyperconnect intangible assets that stemmed from a decline in projections related to a lower outlook for the business, including foreign currency impacts in certain of Hyperconnect’s key markets, as well as the use of increased discount rates.

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Impairment and amortization of intangibles $ 242,232 $ 241,777 NM $ 455
Percentage of revenue 15% —%

~~Impairment and amortization of intangibles increased primarily due to the factor described above in the three-month discussion.~~

Operating ~~(loss)~~ income and Adjusted Operating Income


		Three Months Ended June 30,							Six Months Ended June 30,								Three Months Ended March 31,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021				2023		$ Change		% Change	2022

		(Dollars in thousands)																(Dollars in thousands)
Operating (loss) income		$	(10,081)	$	(219,995)	NM	$	209,914	$	197,737	$	(201,435)	(50)%	$	399,172
Operating income																Operating income		$	198,289	$	(9,529)	(5)%	$	207,818

Percentage of revenue	Percentage of revenue	(1)%					30%		12%					29%		Percentage of revenue		25%					26%

Adjusted Operating Income	Adjusted Operating Income	$	285,713	$	23,100	9%	$	262,613	$	559,016	$	66,359	13%	$	492,657	Adjusted Operating Income		$	262,521	$	(10,782)	(4)%	$	273,303

Percentage of revenue	Percentage of revenue	36%					37%		35%					36%		Percentage of revenue		33%					34%

For a reconciliation of net earnings attributable to Match Group, Inc. shareholders to Adjusted Operating Income, see “Non-GAAP Financial Measures.”

~~For the three months ended June 30, 2022 compared~~Operating income and Adjusted Operating Income decreased 5% and 4%, respectively. Both were impacted by a decrease in revenue, which was primarily due to ~~the three months ended June 30, 2021~~

~~The operating loss of $10.1 million was driven~~decreases in revenue at E&E and MG Asia, partially offset by ~~the impairment of Hyperconnect intangibles; the~~an increase in ~~cost of~~ revenue ~~due to higher in-app fees, including a $5.0 million escrow accrual in 2022; and an~~at Hinge, as well as the increase in product development expense ~~primarily due to increases in compensation expense. Adjusted Operating Income increased 9% or $23.1 million primarily driven~~described above. These impacts were partially offset by ~~the increase in revenue of $86.8 million which was driven by growth at Tinder and Hinge and the acquisition of Hyperconnect, and~~ lower selling and marketing expense as a percentage of revenue. ~~These increases were partially offset by an increase in cost of revenue due to higher in-app fees and an increase in product development expense primarily due to increases in compensation expense.~~

~~Table of Contents~~

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

~~Operating income decreased 50% or $201.4 million and Adjusted Operating Income increased 13% or $66.4 million primarily due to the factors described above in the three-month discussion.~~

At ~~June 30, 2022,~~March 31, 2023, there was ~~$427.3~~$509.2 million of unrecognized compensation cost, net of estimated forfeitures, related to equity-based awards, which is expected to be recognized over a weighted average period of approximately ~~2.8~~2.5 years.

Interest expense

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~
Three Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Interest expense $ 35,623 $ 3,404 11% $ 32,219


	Three Months Ended March 31,
	2023		$ Change		% Change	2022

	(Dollars in thousands)
Interest expense	$	39,351	$	4,455	13%	$	34,896

Interest expense increased primarily due to ~~the issuance of the 3.625% Senior Notes on October 4, 2021 and~~ a higher LIBOR rate on the Term Loan in the current ~~period;~~period.

Other income, net


	Three Months Ended March 31,
	2023		$ Change		% Change	2022

	(Dollars in thousands)
Other income, net	$	3,392	$	2,574	315%	$	818

Other income, net in 2023 includes interest income of $4.5 million, partially offset by ~~decreases from the settlement of a portion of the 2022 Exchangeable Notes.~~

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Interest expense $ 70,519 $ 6,462 10% $ 64,057

~~Interest expense increased primarily due to the factors described above~~$1.1 million in ~~the three-month discussion.~~

~~Other income (expense),~~ net

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~
Three Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Other income (expense), net $ 5,291 $ 5,646 NM $ (355)
foreign currency losses.

Other income, net in 2022 includes ~~gains of $3.5 million related to finalization of a legal settlement, income of $1.0 million related to a~~ mark-to-market adjustments pertaining to a liability classified equity ~~instruments, and interest income of $1.0 million.~~

~~For the six months ended June 30, 2022 compared to the six months ended June 30, 2021~~

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Other income (expense), net $ 6,109 $ 7,783 NM $ (1,674)

Other income, net in 2022 includes gains of $3.5 million related to finalization of a legal settlement, income of $1.8 million related to a mark-to-market adjustments pertaining to liability classified equity instruments, and interest income of $1.2 million.

~~Other expense, net in 2021 includes foreign currency losses of $1.1 million.~~instrument.

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Income tax provision (benefit) ~~provision~~

~~For the three months ended June 30, 2022 compared to the three months ended June 30, 2021~~


		Three Months Ended June 30,								Three Months Ended March 31,
		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022

		(Dollars in thousands)								(Dollars in thousands)
Income tax (benefit) provision		$	(8,048)	$	(45,368)	NM	$	37,320
Income tax provision (benefit)									Income tax provision (benefit)	$	41,639	$	48,506	NM	$	(6,867)
Effective income tax rate	Effective income tax rate	NM					21%		Effective income tax rate	26%					NM

~~The income tax benefit in 2022 and~~In 2023, the income tax provision ~~in 2021 both approximate~~of $41.6 million representing an effective tax rate of 26% is higher than the U.S. federal statutory ~~rate.~~

~~For~~rate primarily due to a lower stock price on the ~~six months ended June 30, 2022~~date stock-based awards vested compared to the ~~six months ended June 30, 2021~~stock price used to determine the fair value of such awards at their grant date. This was partially offset by a lower tax rate on U.S. income derived from foreign sources.

Six Months Ended June 30,
2022 $ Change % Change 2021
(Dollars in thousands)
Income tax (benefit) provision $ (14,915) $ (34,488) NM $ 19,573
Effective income tax rate NM 6%

~~The~~In 2022, the income tax benefit ~~in 2022 and income tax provision in 2021 benefited from~~of $6.9 million was primarily due to excess tax benefits generated by the exercise or vesting of stock-based awards.

A number of countries are actively drafting legislation to implement the Organization for Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum tax regime with effect from January 1, 2024 or later. The Company is currently monitoring these developments and is in the process of evaluating the potential impact on its results of operations.

For further details of income tax matters see “Note 2—Income Taxes” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.”

~~Related party transactions~~

~~For a discussion of related party transactions see “Note 10—Related Party Transactions” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.”~~

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NON-GAAP FINANCIAL MEASURES

Match Group reports Adjusted Operating Income and Revenue excluding foreign exchange effects, both of which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”). Adjusted Operating Income is among the primary metrics by which we evaluate the performance of our business, on which our internal budget is based, and by which management is compensated. Revenue excluding foreign exchange effects provides a comparable framework for assessing how our business performed without the effect of exchange rate differences when compared to prior periods. We believe that investors should have access to the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.

Adjusted Operating Income

Adjusted Operating Income is defined as operating ~~(loss)~~ income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, as applicable. We believe this measure is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. The above items are excluded from our Adjusted Operating Income measure because they are non-cash in nature. Adjusted Operating Income has certain limitations because it excludes the impact of certain expenses.

Non-Cash Expenses That Are Excluded From Adjusted Operating Income

Stock-based compensation expense consists principally of expense associated with the grants of stock options, restricted stock units (“RSUs”), performance-based RSUs and market-based awards. 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 and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from 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, or, in the case of leasehold improvements, the lease term, if shorter.

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

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The following table reconciles net ~~(loss)~~ earnings attributable to Match Group, Inc. shareholders to operating ~~(loss)~~ income and Adjusted Operating Income:

Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
(In thousands)
Net (loss) earnings attributable to Match Group, Inc. shareholders $ (31,858) $ 140,895 $ 148,675 $ 315,145
Add back:
Net loss attributable to noncontrolling interests (507) (366) (433) (768)
Earnings from discontinued operations, net of tax — (509) — (509)
Income tax (benefit) provision (8,048) 37,320 (14,915) 19,573
Other (income) expense, net (5,291) 355 (6,109) 1,674
Interest expense 35,623 32,219 70,519 64,057
Operating (Loss) Income (10,081) 209,914 197,737 399,172
Stock-based compensation expense 54,767 42,396 97,062 72,512
Depreciation 11,488 10,061 21,985 20,518
Impairment and amortization of intangibles 229,539 242 242,232 455
Adjusted Operating Income $ 285,713 $ 262,613 $ 559,016 $ 492,657


	Three Months Ended March 31,
		2023		2022

		(In thousands)
Net earnings attributable to Match Group, Inc. shareholders		$	120,809	$	180,533
Add back:
Net (loss) earnings attributable to noncontrolling interests		(118)		74

Income tax provision (benefit)		41,639		(6,867)
Other income, net		(3,392)		(818)
Interest expense		39,351		34,896
Operating Income		198,289		207,818
Stock-based compensation expense		41,563		42,295
Depreciation		10,552		10,497
Amortization of intangibles		12,117		12,693

Adjusted Operating Income		$	262,521	$	273,303

Effects of Changes in Foreign Exchange Rates on Revenue

The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor in understanding period over period comparisons if movement in exchange rates is significant. Since our results are reported in U.S. dollars, international revenue is favorably impacted as the U.S. dollar weakens relative to other currencies, and unfavorably impacted as the U.S. dollar strengthens relative to other currencies. We believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported revenue, helps improve investors’ ability to understand the Company’s performance because it excludes the impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Revenue excluding foreign exchange effects compares results between periods as if exchange rates had remained constant period over period. Revenue excluding foreign exchange effects is calculated by translating current period revenue using prior period exchange rates. The percentage change in revenue excluding foreign exchange effects is calculated by determining the change in current period revenue over prior period revenue where current period revenue is translated using prior period exchange rates.

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The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by geographic region, and RPP on a total basis and by geographic region, for the three ~~and six~~ months ended ~~June 30, 2022,~~March 31, 2023, compared to the three ~~and six~~ months ended ~~June 30, 2021:~~March 31, 2022:

Three Months Ended June 30, Six Months Ended June 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Revenue, as reported $ 794,513 $ 86,753 12% $ 707,760 $ 1,593,144 $ 217,772 16% $ 1,375,372
Foreign exchange effects 47,802 73,973
Revenue excluding foreign exchange effects $ 842,315 $ 134,555 19% $ 707,760 $ 1,667,117 $ 291,745 21% $ 1,375,372
Americas Direct Revenue, as reported $ 408,730 $ 34,342 9% $ 374,388 $ 808,708 $ 90,058 13% $ 718,650
Foreign exchange effects 1,255 1,622
Americas Direct Revenue, excluding foreign exchange effects $ 409,985 $ 35,597 10% $ 374,388 $ 810,330 $ 91,680 13% $ 718,650
Europe Direct Revenue, as reported $ 208,471 $ 11,929 6% $ 196,542 $ 423,799 $ 38,198 10% $ 385,601
Foreign exchange effects 25,266 39,066
Europe Direct Revenue, excluding foreign exchange effects $ 233,737 $ 37,195 19% $ 196,542 $ 462,865 $ 77,264 20% $ 385,601
APAC and Other Direct Revenue, as reported $ 162,952 $ 39,560 32% $ 123,392 $ 331,479 $ 86,227 35% $ 245,252
Foreign exchange effects 20,686 32,439
APAC and Other Direct Revenue, excluding foreign exchange effects $ 183,638 $ 60,246 49% $ 123,392 $ 363,918 $ 118,666 48% $ 245,252
Three Months Ended June 30, Six Months Ended June 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
RPP, as reported $ 15.86 $ 0.40 3% $ 15.46 $ 15.93 $ 0.62 4% $ 15.31
Foreign exchange effects 0.96 0.74
RPP, excluding foreign exchange effects $ 16.82 $ 1.36 9% $ 15.46 $ 16.67 $ 1.36 9% $ 15.31
Americas RPP, as reported $ 16.56 $ 0.77 5% $ 15.79 $ 16.45 $ 0.99 6% $ 15.46
Foreign exchange effects 0.05 0.04
Americas RPP, excluding foreign exchange effects $ 16.61 $ 0.82 5% $ 15.79 $ 16.49 $ 1.03 7% $ 15.46
Europe RPP, as reported $ 15.23 0.11 1% $ 15.12 $ 15.20 0.23 2% $ 14.97
Foreign exchange effects 1.84 0.79
Europe RPP, excluding foreign exchange effects $ 17.07 $ 1.95 13% $ 15.12 $ 15.99 $ 1.02 7% $ 14.97
APAC and Other RPP, as reported $ 15.06 $ 0.03 —% $ 15.03 $ 15.68 $ 0.26 2% $ 15.42
Foreign exchange effects 1.92 1.53
APAC and Other RPP, excluding foreign exchange effects $ 16.98 $ 1.95 13% $ 15.03 $ 17.21 $ 1.79 12% $ 15.42


	Three Months Ended March 31,
		2023		$ Change		% Change	2022

		(Dollars in thousands)
Revenue, as reported		$	787,124	$	(11,507)	(1)%	$	798,631
Foreign exchange effects		34,576
Revenue excluding foreign exchange effects		$	821,700	$	23,069	3%	$	798,631

Americas Direct Revenue, as reported		$	405,927	$	5,949	1%	$	399,978
Foreign exchange effects		3,982
Americas Direct Revenue, excluding foreign exchange effects		$	409,909	$	9,931	2%	$	399,978

Europe Direct Revenue, as reported		$	212,516	$	(2,812)	(1)%	$	215,328
Foreign exchange effects		12,997
Europe Direct Revenue, excluding foreign exchange effects		$	225,513	$	10,185	5%	$	215,328

APAC and Other Direct Revenue, as reported		$	155,995	$	(12,532)	(7)%	$	168,527
Foreign exchange effects		17,211
APAC and Other Direct Revenue, excluding foreign exchange effects		$	173,206	$	4,679	3%	$	168,527


	Three Months Ended March 31,
		2023		$ Change		% Change	2022

RPP, as reported		$	16.26	$	0.26	2%	$	16.00
Foreign exchange effects		0.72
RPP, excluding foreign exchange effects		$	16.98	$	0.98	6%	$	16.00

Americas RPP, as reported		$	16.94	$	0.60	4%	$	16.34
Foreign exchange effects		0.16
Americas RPP, excluding foreign exchange effects		$	17.10	$	0.76	5%	$	16.34

Europe RPP, as reported		$	16.11	$	0.94	6%	$	15.17
Foreign exchange effects		0.99
Europe RPP, excluding foreign exchange effects		$	17.10	$	1.93	13%	$	15.17

APAC and Other RPP, as reported		$	14.91	$	(1.41)	(9)%	$	16.32
Foreign exchange effects		1.64
APAC and Other RPP, excluding foreign exchange effects		$	16.55	$	0.23	1%	$	16.32

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022

		(In thousands)					(In thousands)
Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
United States	United States	$	332,736	$	642,686	United States	$	394,035	$	399,732
All other countries	All other countries	130,950		172,698		All other countries	175,844		172,663
Total cash and cash equivalents	Total cash and cash equivalents	463,686		815,384		Total cash and cash equivalents	569,879		572,395
Short-term investments	Short-term investments	9,240		11,818		Short-term investments	8,448		8,723
Total cash and cash equivalents and short-term investments	Total cash and cash equivalents and short-term investments	$	472,926	$	827,202	Total cash and cash equivalents and short-term investments	$	578,327	$	581,118

Long-term debt:	Long-term debt:					Long-term debt:
Credit Facility due February 13, 2025	Credit Facility due February 13, 2025	$	—	$	—	Credit Facility due February 13, 2025	$	—	$	—
Term Loan due February 13, 2027	Term Loan due February 13, 2027	425,000		425,000		Term Loan due February 13, 2027	425,000		425,000

5.00% Senior Notes due December 15, 2027	5.00% Senior Notes due December 15, 2027	450,000		450,000		5.00% Senior Notes due December 15, 2027	450,000		450,000
4.625% Senior Notes due June 1, 2028	4.625% Senior Notes due June 1, 2028	500,000		500,000		4.625% Senior Notes due June 1, 2028	500,000		500,000
5.625% Senior Notes due February 15, 2029	5.625% Senior Notes due February 15, 2029	350,000		350,000		5.625% Senior Notes due February 15, 2029	350,000		350,000
4.125% Senior Notes due August 1, 2030	4.125% Senior Notes due August 1, 2030	500,000		500,000		4.125% Senior Notes due August 1, 2030	500,000		500,000
3.625% Senior Notes due October 1, 2031	3.625% Senior Notes due October 1, 2031	500,000		500,000		3.625% Senior Notes due October 1, 2031	500,000		500,000
2022 Exchangeable Notes		58,896		100,500

2026 Exchangeable Notes	2026 Exchangeable Notes	575,000		575,000		2026 Exchangeable Notes	575,000		575,000
2030 Exchangeable Notes	2030 Exchangeable Notes	575,000		575,000		2030 Exchangeable Notes	575,000		575,000
Total long-term debt	Total long-term debt	3,933,896		3,975,500		Total long-term debt	3,875,000		3,875,000
Less: Current maturities of long-term debt		58,896		100,500

Less: Unamortized original issue discount	Less: Unamortized original issue discount	4,796		5,215		Less: Unamortized original issue discount	4,148		4,366
Less: Unamortized debt issuance costs	Less: Unamortized debt issuance costs	37,670		40,364		Less: Unamortized debt issuance costs	33,530		34,908
Total long-term debt, net	Total long-term debt, net	$	3,832,534	$	3,829,421	Total long-term debt, net	$	3,837,322	$	3,835,726

Long-term Debt

For a detailed description of long-term debt, see “Note 5—4—Long-term Debt, net” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.”

Cash Flow Information

In summary, the Company’s cash flows are as follows:
Six Months Ended June 30,
2022 2021
(In thousands)
Net cash provided by operating activities attributable to continuing operations $ 19,964 $ 350,815
Net cash used in investing activities attributable to continuing operations (25,518) (873,516)
Net cash (used in) provided by financing activities attributable to continuing operations (335,368) 23,629


	Three Months Ended March 31,
	2023		2022

	(In thousands)
Net cash provided by operating activities	$	120,387	$	232,517
Net cash used in investing activities	(19,790)		(14,660)
Net cash used in financing activities	(104,932)		(116,613)

2023

Net cash provided by operating activities in 2023 includes adjustments to earnings of $41.6 million of stock-based compensation expense, $12.1 million of amortization of intangibles, and $10.6 million of depreciation. The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $65.7 million primarily related to the timing of cash receipts and a decrease in accounts payable and other liabilities of $34.4 million due to the timing of payments. These changes were partially offset by an increase in income taxes payable of $19.8 million primarily related to the timing of tax payments.

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Net cash used in investing activities in 2023 consists primarily of capital expenditures of $19.8 million primarily related to internal development of software and purchases of computer hardware.

Net cash used in financing activities in 2023 is primarily due to purchases of treasury stock of $112.5 million, payments of $2.1 million of withholding taxes paid on behalf of employees for net-settled equity awards, and purchases of non-controlling interests for $1.6 million. These uses of cash were partially offset by $11.2 million of proceeds from the issuance of common stock pursuant to stock-based awards.

2022

Net cash provided by operating activities in 2022 includes adjustments to earnings of ~~$242.2 million of impairment and amortization of intangibles, $97.1~~$42.3 million of stock-based compensation expense, ~~and $22.0~~$12.7 million of amortization, and $10.5 million of depreciation, which adjustments were partially offset by deferred income taxes of ~~$32.7 million.~~$14.8 million primarily related to the net operating loss carryforward created by the settlement of stock-based awards and deferred tax assets created by the capitalization of research and development costs. The ~~decrease~~increase in cash from

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changes in working capital primarily consists of ~~a decrease in accounts payable and other liabilities of $476.1 million due mainly to the settlement payment for~~ ~~Rad, et al. v. IAC/InterActiveCorp, et al. and related arbitrations and the timing of payments. These changes were partially offset by~~ an increase from other assets of ~~$30.6~~$27.1 million primarily due to the settlement of a derivative asset related to the 2022 Exchangeable Notes Hedges and the amortization of prepaid hosting ~~services;~~services, and a decrease in ~~income taxes payable~~accounts receivable of ~~$15.1 million primarily related to the timing of payments related to international taxes.~~

Net cash used in investing activities in 2022 consists primarily of capital expenditures of $27.3 million that are primarily related to internal development of software and purchases of computer hardware to support our services.

Net cash used in financing activities in 2022 is primarily due to purchases of treasury stock of $191.0 million, payments of $101.1 million of withholding taxes paid on behalf of employees for net settled equity awards, payments of $94.3 million to repurchase a portion of the outstanding 2022 Exchangeable Notes, purchases of non-controlling interest for $10.6 million, and payments of $7.5 million to settle outstanding warrants associated with the 2022 Exchangeable Notes.$6.1 million. These ~~uses of cash~~changes were partially offset by proceeds of $52.6 million related to the settlement of certain outstanding note hedges associated with the 2022 Exchangeable Notes, and $16.4 million of proceeds from the issuance of common stock pursuant to stock-based awards.

~~2021~~

Net cash provided by operating activities attributable to continuing operations in 2021 includes adjustments to earnings of $72.5 million of stock-based compensation expense, $20.5 million of depreciation, and $7.4 million of other adjustments; partially offset by deferred income taxes of $20.7 million primarily related to the net operating loss created by the settlement of stock-based awards. The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $103.1 million primarily related to the timing of cash receipts, including cash received in the fourth quarter of 2020 rather than in the first quarter of 2021, and an increase in revenue; and a decrease in accounts payable and other liabilities of ~~$17.3~~$24.9 million due mainly to payment of a liability related to the 2022 Exchangeable Notes presented for exchange and due to the timing of payments, including interest payments. These changes were partially offset by an increase from other assets of $32.6 million primarily due to the amortization of prepaid hosting services; an increase from deferred revenue of $25.7 million, due mainly to growth in subscription sales;payments and ~~an increase~~a decrease in income taxes payable of ~~$18.9~~$10.0 million primarily related to the timing of payments related to international taxes.

Net cash used in investing activities ~~attributable to continuing operations~~ in ~~2021~~2022 consists primarily of ~~cash used to acquire Hyperconnect, net of cash acquired of $840.9 million, and~~ capital expenditures of ~~$32.4~~$17.7 million ~~that are~~ primarily related to internal development of software and purchased computer ~~hardware to support our services.~~hardware.

Net cash ~~provided by~~used in financing activities ~~attributable to continuing operations~~ in ~~2021~~2022 is primarily due to ~~$37.3~~payments of $97.0 million for withholding taxes paid on behalf of employees for net-settled equity awards and payments of $47.7 million to repurchase a portion of outstanding 2022 Exchangeable Notes. These payments were partially offset by proceeds of $32.1 million related to the settlement of certain outstanding note hedges associated with the settlement of a portion of the 2022 Exchangeable Notes, and $6.3 million of proceeds from the issuance of common stock pursuant to stock-based ~~awards, partially offset by payments of $11.4 million for withholding taxes paid on behalf of employees for net settled equity~~ awards.

Liquidity and Capital Resources

The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows generated from operations. As of ~~June 30, 2022,~~March 31, 2023, $749.6 million was available under the Credit Facility that expires on February 13, 2025.

The Company has various obligations related to long-term debt instruments and operating leases. For additional information on long-term debt, including maturity dates and interest rates, see “Note 5—4—Long-term Debt, net” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.” For additional information on ~~the~~ operating lease payments, including a schedule of obligations by year, see “Note 13—Leases” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. The Company believes it has sufficient cash flows from operations to satisfy these future obligations.

~~We paid $441 million from cash on hand in 2022 in connection with the settlement of~~ ~~Rad, et al. v. IAC/InterActiveCorp, et al.~~ ~~and related arbitrations.~~

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The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company expects that ~~2022~~2023 cash capital expenditures will be between $65 million and $70 million, ~~a decrease~~an increase from ~~2021~~2022 cash capital expenditures ~~as several~~driven by increases in capitalized labor and planned leasehold ~~and building~~ improvements ~~were completed~~ in ~~2021.~~our recently leased spaces.

In connection with our agreement with Google to withdraw our temporary restraining order, we have agreed to pay $40 million into an escrow account with scheduled payments through July 2023, of which we have paid $29.3 million into as of March 31, 2023.

Our U.S. federal net operating losses, primarily generated from excess tax benefits from the exercise and vesting of stock-based awards, had been largely utilized as of December 31, 2022. Based on current estimates, we anticipate a $70 million to $80 million increase in cash income taxes paid during 2023 compared to cash

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income taxes paid in 2022. This estimate will be impacted by a variety of factors, including our stock price at the time stock-based awards vest or are exercised.

We have entered into various purchase commitments, primarily consisting of web hosting services. Our obligations under these various purchase commitments are ~~$6.0~~$75.5 million for the remainder of ~~2022~~2023, $102.8 million for 2024, $84.6 million for 2025, and ~~between $7.0~~$14.2 million ~~and $12.5 million per year from 2023 through~~for 2026.

At ~~June 30, 2022,~~March 31, 2023, we do not have any off-balance sheet arrangements, other than as described above.

OnIn May 2, 2022, our Board of Directors approved a ~~new~~ share repurchase program (the “Share Repurchase Program”) to repurchase up to 12.5 million shares of our common stock. Under the Share Repurchase Program, shares of our common stock could be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. During the three months ended March 31, 2023, we repurchased 2.6 million shares for $112.5 million, on a trade date basis under the Share Repurchase Program. On April 28, 2023, the Board of Directors approved a new share repurchase program for the repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock, which replaced the existing Share Repurchase Program. Under the new share repurchase program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The ~~Share Repurchase Program~~new share repurchase program may be commenced, suspended or discontinued at any time. During the six months ended June 30, 2022, we repurchased 2.9 million shares for $215.5 million, on a trade date basis. Additionally, from July 1, 2022 to July 5, 2022, we purchased 0.2 million shares for $16.5 million. As of August 1, 2022, a total of 9.3 million shares remain available for repurchase under the repurchase program.

As of ~~June 30, 2022,~~March 31, 2023, all of the Company’s international cash can be repatriated without significant tax consequences.

Our indebtedness could limit our ability to: (i) obtain additional financing to fund working capital needs, acquisitions, capital expenditures, debt service, or other requirements; and (ii) use operating cash flow to pursue acquisitions or invest in other areas, such as developing properties and exploiting business opportunities. The Company may need to raise additional capital through future debt or equity financing to make additional acquisitions and investments or to provide for greater financial flexibility. Additional financing may not be available on terms favorable to the Company or at all.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, there were no material changes to the Company’s critical accounting policies and estimates since the disclosure in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, there were no material changes to the Company’s instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 4. Controls and Procedures

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

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Match Group management, including our principal executive and principal financial officers, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Overview

We are, and from time to time may become, involved in various legal proceedings arising in the normal course of our business activities, such as trademark and patent infringement claims, trademark oppositions, and consumer or advertising complaints, as well as stockholder derivative actions, class action lawsuits, mass arbitrations, and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the SEC’s rules.

Pursuant to the Transaction Agreement, entered into in connection with our separation from IAC/InterActiveCorp, now known as IAC Inc. (“IAC”), we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below other than the matter described under the heading “Newman Derivative and Stockholder Class Action Regarding Separation Transaction”.

Consumer Class Action Litigation Challenging Tinder’s Age-Tiered Pricing

On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of Los Angeles). The complaint principally ~~alleged~~alleges that Tinder violated California’s Unruh Civil Rights Act by offering and charging users age 30 and over a higher price than younger users for subscriptions to its premium Tinder Plus service. The complaint ~~sought~~seeks certification of a class of California Tinder Plus subscribers age 30 and over and damages in an unspecified amount. On December 29, 2015, in accordance with a prior ruling sustaining Tinder’s demurrer, the court entered judgment dismissing the action. On January 29, 2018, the California Court of Appeal (Second Appellate District, Division Three) issued an opinion reversing the judgment of dismissal. On May 9, 2018, the California Supreme Court denied Tinder’s petition seeking interlocutory review of the Court of Appeal’s decision and the case was returned to the trial court for further proceedings.

In a related development, on June 21, 2019, in a substantially similar putative class action asserting the same substantive claims and pending in federal district court in California, the court entered judgment granting final approval of a class-wide settlement, the terms of which are not material to the Company. See Lisa Kim v. Tinder, Inc., No. 18-cv-3093 (Central District of California). Because the approved settlement class in Kim subsumes the proposed settlement class in Candelore, the judgment in Kim would effectively renderCandelore a single-plaintiff lawsuit. ~~Accordingly, on July 11, 2019,~~On March 4, 2022, the trial court granted final approval of the settlement agreement, the terms of which are not material to the Company. On March 31, 2022, two objectors to the Kim settlement, represented by the plaintiff’s counsel in Candelore, filed a notice of appeal from the Kim judgment with the U.S. Court of Appeals for the Ninth Circuit. Oral argument on the appeal occurred on January 15, 2021. On August 17, 2021, the U.S. Court of Appeals for the Ninth Circuit reversed and remanded the district court’s decision. On November 3, 2021, the trial court granted preliminary approval of the settlement. On December 13, 2021, plaintiff filed an amended motion for final approval of the proposed settlement agreement, the terms of which are not material to the Company. On March 4, 2022, the trial court granted final approval of the settlement agreement. On March 31, 2022, the same objectors as previously filed a notice of appeal from the ~~Kim~~ ~~judgement~~ with the U.S. Court of Appeals for the Ninth Circuit.

On June 27, 2022, the trial court issued an order staying the class claims in Candelore pending the Ninth Circuit’s decision on the Kim appeal. We believe that the allegations in the Candelore lawsuit are without merit and will continue to defend vigorously against it.

~~Tinder Optionholder Litigation Against Former Match Group and Match Group~~

On August 14, 2018, ten then-current and former employees of Match Group, LLC or Tinder, Inc. (“Tinder”), a former subsidiary of Former Match Group, filed a lawsuit in New York state court against Former Match Group

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~~and Match Group. See~~ ~~Sean Rad et al. v. IAC/InterActiveCorp and Match Group, Inc.~~, No. 654038/2018 (Supreme Court, New York County). The complaint alleged that in 2017, the defendants: (i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Former Match Group, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis. The complaint asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Former Match Group only), and interference with prospective economic advantage, and sought compensatory damages in the amount of at least $2 billion, as well as punitive damages. On August 31, 2018, four plaintiffs who were still employed by Former Match Group filed a notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining plaintiffs. On June 13, 2019, the court issued a decision and order granting defendants’ motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichments, as well as the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and otherwise denying defendants’ motion to dismiss. On July 13, 2020, the four former plaintiffs filed arbitration demands with the American Arbitration Association asserting the same valuation claims and on September 3, 2020, the four arbitrations were consolidated. On August 24, 2021, the arbitrator granted our summary judgment with respect to the merger claims. On June 9, 2021, the plaintiffs in ~~Rad~~ filed a Note of Issue and Certificate of Readiness for Trial in which they amended the amount of damages they were claiming to “[m]ore than $5.6 billion”. On October 1, 2021, the court granted defendants’ motion for summary judgment on plaintiffs’ tort claims and breach of contract claims regarding the merger. Trial commenced on November 8, 2021. In accordance with the parties’ agreement in December 2021, in June 2022, we paid $441 million to settle all claims in trial and in arbitration.

FTC Lawsuit Against Former Match Group

On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against Former Match Group. See FTC v. Match Group, Inc., No. 3:19:cv-02281-K (Northern District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit. On ~~October 9, 2020, the court granted the Company’s motion to stay the case until the United States Supreme Court issued a decision in the consolidated appeal of~~ ~~Federal Trade Commission v. Credit Bureau Center, LLC~~ ~~and~~ ~~AMG Capital Management, LLC v. FTC. On April 22, 2021, the Supreme Court issued its decision, ruling that the FTC cannot seek equitable monetary relief under Section 13(b) of the FTC Act. On~~ March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted

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our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy. ~~The court otherwise denied our motion to dismiss.~~ On July 19, 2022, the FTC filed ~~its first~~an amended complaint adding Match Group, LLC as a ~~defendant,~~defendant. We believe that the FTC’s claims regarding Match.com’s practices, policies, and procedures are without merit and will defend vigorously against them.

~~Securities Class Action Lawsuit Against Former Match Group~~

On October 3, 2019, a Former Match Group shareholder filed a securities class action lawsuit in federal district court in Texas against Former Match Group, its then Chief Executive Officer, and its Chief Financial Officer, on behalf of a class of acquirers of Former Match Group securities between August 6, 2019 and September 25, 2019. See ~~Phillip R. Crutchfield v. Match Group, Inc., Amanda W. Ginsberg, and Gary Swidler~~, No. 3:19-cv-02356-C (Northern District of Texas). Invoking the allegations in the FTC lawsuit described above, the complaint alleges (i) that defendants failed to disclose to investors that Former Match Group induced customers to buy and upgrade subscriptions using misleading advertisements, that Former Match Group made it difficult for customers to cancel their subscriptions, and that, as a result, Former Match Group was likely to be subject to regulatory scrutiny; (ii) that Former Match Group lacked adequate disclosure controls and procedures; and (iii) that, as a result of the foregoing, defendants’ positive statements about Former Match Group’s business,

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operations, and prospects, were materially misleading and/or lacked a reasonable basis. On March 30, 2021, the court granted defendants’ motion to dismiss with leave to amend. Plaintiff filed an amended complaint on April 23, 2021. On November 19, 2021, the court denied defendants’ motion to dismiss. On February 24, 2022, plaintiffs filed their motion for class certification, and we have filed our opposition. We believe that the allegations in this lawsuit are without merit and will defend vigorously against them.

~~Derivative Complaint against Former Match Group~~

On February 28, 2020, a Former Match Group shareholder filed a shareholder derivative complaint in federal district court in Delaware against Former Match Group and its board of directors seeking to recover unspecified monetary damages on behalf of the Company and require the Company to implement and maintain unspecified internal controls and corporate governance practices and procedures. See ~~Michael Rubin et al. v. Match Group, Inc. et al., Case No. 1:20-cv-00299 (District of Delaware). Invoking the allegations of the FTC lawsuit and~~ ~~Crutchfield~~ securities class action lawsuit described above, the complaint alleges that the defendants caused or failed to prevent the alleged issues giving rise to the FTC complaint, received or approved compensation tied to the alleged wrongful conduct and sold Former Match Group stock with inside knowledge of the purported conduct. The parties filed a proposed stipulation and order staying the case until the motion to dismiss is decided in the ~~Crutchfield~~ ~~litigation. The court granted the stay on April 9, 2020. In light of the~~ ~~Crutchfield~~ decision, the stay was lifted, and plaintiff filed an amended complaint on March 16, 2022. On February 25, 2021, another Match Group shareholder filed a shareholder derivative complaint in the Delaware Court of Chancery on behalf of nominal defendant Match Group, Inc. against its board of directors seeking to recover unspecified monetary damages. See ~~Daniel Ochoa v. Match Group, Inc. et al~~, C.A. No. 2021-0158-MTZ (Delaware Court of Chancery). The complaint alleges federal securities laws violations and that Match Group’s directors breached their fiduciary duties by purportedly exercising inadequate oversight to prevent the alleged issues giving rise to the FTC complaint and by purportedly transacting in Match Group stock while possessing knowledge of these issues. On January 10, 2022, Ochoa filed an amended complaint. On March 2, 2022, defendants filed a motion to dismiss. On May 16, 2022, both the Rubin and Ochoa cases were stayed until the motion for class certification is decided in the ~~Crutchfield~~ ~~litigation. We believe that the allegations in these lawsuits are without merit and will defend vigorously against them.~~

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC has commenced an inquiry examining Tinder’s compliance with the EU’s General Data Protection Regulation, focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies. We are fully cooperating with the DPC in connection with this inquiry.

Newman Derivative and Stockholder Class Action Regarding Separation Transaction

On June 24, 2020, a Former Match Group shareholder filed a complaint in the Delaware Court of Chancery against Former Match Group and its board of directors, as well as Match Group, IAC Holdings, Inc., and Barry Diller seeking to recover unspecified monetary damages on behalf of the Company and directly as a result of his ownership of Former Match Group stock in relation to the separation of Former Match Group from its former majority shareholder, Match Group. See David Newman et al. v. IAC/Interactive Corp. et al., C.A. No. 2020-0505-MTZ (Delaware Court of Chancery). The complaint alleges that that the special committee established by Former Match Group’s board of directors to negotiate with Match Group regarding the separation transaction was not sufficiently independent of control from Match Group and Mr. Diller and that Former Match Group board members failed to adequately protect Former Match Group’s interest in negotiating the separation transaction, which resulted in a transaction that was unfair to Former Match Group and its shareholders. On January 21, 2021, the case was consolidated with other shareholder actions, and an amended complaint was filed on April 14, 2021. See In Re Match Group, Inc. Derivative Litigation, Consolidated C.A. No. 2020-0505-MTZ (Delaware Court of Chancery). ~~Plaintiffs filed another amended complaint on November 2, 2021. Defendants filed a~~On September 1, 2022, the court granted defendants’ motion to dismiss ~~on December 10, 2021.~~with prejudice. On October 3, 2022, plaintiffs filed an amended notice of appeal with the Delaware Supreme Court. We believe that the allegations in this lawsuit and the appeal are without merit and will defend vigorously against ~~it.~~them.

FTC Investigation of Certain Subsidiary Data Privacy Representations

On March 19, 2020, the FTC issued an initial Civil Investigative Demand (“CID”) to the Company requiring us to produce certain documents and information regarding the allegedly wrongful conduct of OkCupid in 2014 and

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our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative Demand. See FTC v. Match Group, Inc., No. 1:22-mc-00054 (District of Columbia). We believe the FTC's investigation and petition to enforce are without merit, and will defend vigorously against it.

Google Litigation

On May 9, 2022, Match Group, LLC, Humor Rainbow, Inc., ~~PlentyofFish~~Plenty of Fish Media ULC, and People Media, Inc. (collectively, the “Match Group Parties”) filed a complaint in federal district court in California against Google LLC, Google Ireland Limited, Google Commerce Limited, Google Asia Pacific Pte. Limited, and Google Payment Corp. (collectively, “Google”). See Match Group, LLC et al. v. Google LLC et al., No. 3:22-cv-02746-JD (Northern District of California). In the lawsuit, the Match Group Parties allege that Google’s dominance and anti-competitive conduct in the Android app distribution and in-app payment markets violate federal antitrust laws and California state law, particularly with respect to Google’s requirement that the Match Group Parties use Google Play Billing exclusively and end their practice of offering users payment options for in-app purchases. The Match Group Parties seek injunctive relief preventing Google from requiring their apps to use Google Play Billing, as well as monetary and other relief. The lawsuit was deemed related to the multi-district litigation ("MDL") In re Google Play Store Antitrust Litigation, 3:21-md-02981-JD (Northern District of California) and coordinated with that MDL for certain pre-trial and trial purposes. On November 17, 2022, the Match Group Parties filed an amended complaint to assert per se violations of Section 1 of the Sherman Act against Google.

On July 11, 2022, Google filed its Answer and Counterclaims, asserting counterclaims against the Match Group Parties for (1) breach of contract, based on the Match Group Parties' alleged breach of the Google Play Developer Distribution Agreement (“DDA”) and Payments Policy by failing to exclusively offer Google Play Billing as the payment option for in-app purchases, (2) breach of the implied covenant of good faith and fair dealing, based on the Match Group Parties’ purportedly having misled Google to believe that the Match Group Parties

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would comply with the DDA’s Payment policy, (3) false promise, based on the Match Group Parties’ alleged promise and failure to comply with the DDA, (4) quasi-contract/unjust enrichment, based on the Match Group Parties’ alleged inducement to Google to make modifications to its billing systems and provide distribution and other services under the understanding that such services were in furtherance of complying with the DDA, and (5) declaratory judgment. Google seeks damages, as well as a declaratory judgment including the right to remove the Match Group Parties’ apps from the Google Play Store. On September 2, 2022, the court denied the Match Group Parties’ motion to dismiss the counterclaims.We believe Google’s counterclaims are without merit and will defend vigorously against them.

Bardaji Securities Class Action

On March 6, 2023, a Match Group shareholder filed a complaint in federal district court in Delaware against Match Group, Inc., its Chief Executive Officer, its former Chief Executive Officer, and its President and Chief Financial Officer seeking to recover unspecified monetary damages on behalf of a class of acquirers of Match Group securities between November 3, 2021 and January 31, 2023. See Leopold Riola Bardaji v. Match Group, Inc. et al, No. 1:23-cv-00245-UNA (District of Delaware). The complaint alleges that Match Group, Inc. misrepresented and/or failed to disclose that its Tinder business was not effectively executing on its new product initiatives; as a result, Tinder was not on track to deliver its planned product initiatives in 2022; and therefore, Match Group, Inc.’s statements about its Tinder’s business, product initiatives, operations, and prospects lacked a reasonable basis. We believe that the allegations in this lawsuit are without merit and will defend vigorously against them.

Item 1A. Risk Factors

This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are “forward-looking statements.” The use of words such as “anticipates,” “estimates,” “expects,” “plans,” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: Match Group’s future financial performance, Match Group’s business prospects and strategy, anticipated trends and prospects in the industries in which Match Group’s businesses operate, and other similar matters. These forward-looking statements are based on Match Group management’s current expectations and assumptions about future events as of the date of this quarterly report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: competition, our ability to maintain user rates on our higher monetizing services, our ability to attract users to our services through cost-effective marketing and related efforts, foreign currency exchange rate fluctuations, our ability to distribute our services through third parties and offset related fees, the integrity and scalability of our systems and infrastructure (and those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner, our ability to protect our systems from cyberattacks and to protect personal and confidential user information, risks relating to certain of our international operations and acquisitions, certain risks relating to our relationship with IAC post-separation, the impact of the outbreak of pandemics such as the COVID-19 coronavirus, the risks inherent in separating Match Group from IAC, including uncertainties related to, among other things, the ~~expected benefits of the separation, any litigation arising out of or relating to the transaction, the~~ tax treatment of the transaction, ~~and the impact of the separation on the businesses of Match Group, and risks relating~~uncertainties related to the acquisition of Hyperconnect, including,

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~~uncertainties related to,~~ among other things, the expected benefits of the transaction, any litigation arising out of or relating to the transaction, and the impact of the transaction on the ~~business~~businesses of Match ~~Group.~~Group, and inflation and other macroeconomic conditions.

Certain of these and other risks and uncertainties are discussed in Match Group’s filings with the Securities and Exchange Commission, including in Part I “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, ~~2021.~~2022. Other unknown or unpredictable factors that could also adversely affect Match Group’s business, financial condition, and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements discussed in this quarterly report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this quarterly report. Match Group does not undertake to update these forward-looking statements.

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

Unregistered Sales of Equity Securities

The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the quarter ended ~~June 30, 2022.~~March 31, 2023.

Issuer Purchases of Equity Securities

The following table sets forth purchases by the Company of its common stock during the quarter ended ~~June 30, 2022:~~March 31, 2023:

Period (a)
Total Number of Shares Purchased (b)
Average Price Paid Per Share
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
(d)
Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(2)
April 2022 — $ — — —
May 2022 802,776 $ 73.63 802,776 11,697,224
June 2022 2,137,765 $ 73.18 2,137,765 9,559,459
Total 2,940,541 $ 73.30 2,940,541 9,559,459


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	(d) Maximum Number of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(2)
January 2023	—	$	—	—	5,307,989
February 2023	2,021,003	$	43.29	2,021,003	3,286,986
March 2023	600,000	$	41.67	600,000	2,686,986
Total	2,621,003	$	42.92	2,621,003	2,686,986

______________________

(1)Reflects repurchases made pursuant to the 12.5 million share repurchase program authorized in May 2022 ~~which has no expiration.~~(the “Prior Program”). On April 28, 2023, the Board of Directors of the Company approved a new share repurchase program of up to $1.0 billion in aggregate value of shares of Match Group stock (the “New Program”). The New Program replaces the Prior Program.

(2)Represents the total number of shares of common stock that remained available for repurchase pursuant to the Company’s repurchase program. The timing and actual number of any shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The Company is not obligated to purchase any shares under the repurchase program, and repurchases may be commenced, suspended or discontinued from time to time without prior notice.Prior Program.

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Item 6. Exhibits

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference herein by reference to the location indicated or furnished herewith.
Incorporated by Reference Filed (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No. Exhibit Description Form SEC
File No. Exhibit Filing
Date
10.1
Employment Agreement, dated as of May 3, 2022, between Match Group, Inc. and Bernard Kim.
†
10.2
Amended and Restated Employment Agreement, dated as of June 9, 2022, between Match Group, Inc. and Gary Swidler.
8-K 001-34148 10.1 6/10/2022
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
†
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
‡
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
‡
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document †
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document †
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document †
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document †
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document †
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Incorporated by Reference

Filed (†) or
Furnished (‡)
Herewith
(as indicated)

Exhibit
No.

Exhibit Description

Form

SEC
File No.

Exhibit

Filing
Date

10.1

First Amendment to Amended and Restated Employment Agreement, dated as of January 26, 2023, between Match Group, Inc. and Gary Swidler.

8-K

001-34148

10.1

1/26/2023

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

†

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

†

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

‡

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

‡

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

†

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

†

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

†

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

†

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

†

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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

~~August~~May 5, ~~2022~~2023

MATCH GROUP, INC.

By:

/s/ GARY SWIDLER

Gary Swidler

~~Chief Operating Officer~~President and
Chief Financial Officer



Signature	Title	Date

/s/ GARY SWIDLER	~~Chief Operating Officer~~President and Chief Financial Officer	~~August~~May 5, ~~2022~~2023
Gary Swidler

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	June 30, 2022		December 31, 2021

	(In millions)
2022 Exchangeable Notes	$	25.9	$	170.4
2026 Exchangeable Notes	$	—	$	293.9
2030 Exchangeable Notes	$	—	$	327.9


	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

	(In thousands)
Contractual interest expense	$	353	$	2,516	$	5,750	$	2,264	$	2,516	$	5,750
Amortization of debt issuance costs	299		777		493		1,827		788		500
Total interest expense recognized	$	652	$	3,293	$	6,243	$	4,091	$	3,304	$	6,250