As filed with the Securities and Exchange Commission on ~~November 8, 2021~~May 6, 2022

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		~~September 30, 2021~~March 31, 2022
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, 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 ~~October~~April 29, ~~2021,~~2022, there were ~~283,085,312~~285,592,764 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	1411


	Note 3 —Financial Instruments	12
	Note ~~3—Discontinued Operations~~4 —Long-term Debt, net	15
	Note ~~4—Goodwill and Intangible Assets~~	165
	~~Note 5—Financial Instruments~~	17
	~~Note 6—Long-term Debt, net~~—Accumulated Other Comprehensive Loss	20
	Note ~~7—Accumulated Other Comprehensive Loss~~6 —Earnings per Share	2620
	Note ~~8—Earnings per Share~~	277
	~~Note 9—~~—Consolidated Financial Statement Details	2921
	Note ~~10—~~8 —Contingencies	2921
	Note ~~11—~~9 —Related Party Transactions	3122
	~~Note 12—Subsequent Events~~	32
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3425
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5139
Item 4.	Controls and Procedures	5139
PART II
Item 1.	Legal Proceedings	5240
Item 1A.	Risk Factors	5443
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5543
Item 6.	Exhibits	5644
	Signatures	5745

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021

		(In thousands, except share data)					(In thousands, except share data)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	511,311	$	739,164	Cash and cash equivalents	$	912,434	$	815,384
Short-term investments	Short-term investments	11,874		—		Short-term investments	8,663		11,818
Accounts receivable, net of allowance of $281 and $286, respectively		182,083		137,023
Accounts receivable, net of allowance of $253 and $281, respectively						Accounts receivable, net of allowance of $253 and $281, respectively	180,577		188,482

Net receivable from unwind of bond hedges and warrants		200,814		—

Other current assets	Other current assets	145,977		144,025		Other current assets	132,136		202,568

Total current assets	Total current assets	1,052,059		1,020,212		Total current assets	1,233,810		1,218,252

Property and equipment, net of accumulated depreciation and amortization of $186,254 and $169,321, respectively		145,652		107,799
Property and equipment, net of accumulated depreciation and amortization of $184,723 and $181,742, respectively						Property and equipment, net of accumulated depreciation and amortization of $184,723 and $181,742, respectively	167,676		163,256
Goodwill	Goodwill	2,427,450		1,270,532		Goodwill	2,381,539		2,411,996
Intangible assets, net of accumulated amortization of $30,548 and $15,551, respectively		793,002		230,900
Intangible assets, net of accumulated amortization of $47,729 and $35,674, respectively						Intangible assets, net of accumulated amortization of $47,729 and $35,674, respectively	746,109		771,697
Deferred income taxes	Deferred income taxes	310,034		293,487		Deferred income taxes	345,593		334,937

Other non-current assets	Other non-current assets	165,429		123,524		Other non-current assets	168,666		163,150

TOTAL ASSETS	TOTAL ASSETS	$	4,893,626	$	3,046,454	TOTAL ASSETS	$	5,043,393	$	5,063,288
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES	LIABILITIES					LIABILITIES

Current maturities of long-term debt, net						Current maturities of long-term debt, net	$	84,588	$	99,927
Accounts payable	Accounts payable	$	30,256	$	29,200	Accounts payable	22,022		37,871
Deferred revenue	Deferred revenue	267,085		239,088		Deferred revenue	262,668		262,131

Obligation related to the repurchase of the 2022 Exchangeable Notes		121,027		—

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	329,586		231,748		Accrued expenses and other current liabilities	704,749		768,366

Total current liabilities	Total current liabilities	747,954		500,036		Total current liabilities	1,074,027		1,168,295
Long-term debt, net	Long-term debt, net	3,847,896		3,840,930		Long-term debt, net	3,830,965		3,829,421
Income taxes payable	Income taxes payable	13,339		14,582		Income taxes payable	12,754		13,842
Deferred income taxes	Deferred income taxes	137,712		17,213		Deferred income taxes	124,022		130,261

Obligation related to the repurchase of the 2022 Exchangeable Notes		86,002		—

Other long-term liabilities	Other long-term liabilities	120,199		86,428		Other long-term liabilities	123,399		116,051

Redeemable noncontrolling interests	Redeemable noncontrolling interests	1,340		640		Redeemable noncontrolling interests	—		1,260

Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0
SHAREHOLDERS’ EQUITY	SHAREHOLDERS’ EQUITY					SHAREHOLDERS’ EQUITY
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 277,279,133 and 267,329,284 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		277		267
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 285,505,836 and 283,470,334 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Common stock; $0.001 par value; authorized 1,600,000,000 shares; 285,505,836 and 283,470,334 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	286		283

Additional paid-in capital	Additional paid-in capital	8,110,650		7,089,007		Additional paid-in capital	8,110,463		8,164,216
Retained deficit	Retained deficit	(7,975,882)		(8,422,237)		Retained deficit	(7,963,981)		(8,144,514)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(203,397)		(81,454)		Accumulated other comprehensive loss	(269,217)		(223,754)

Total Match Group, Inc. shareholders’ equity	Total Match Group, Inc. shareholders’ equity	(68,352)		(1,414,417)		Total Match Group, Inc. shareholders’ equity	(122,449)		(203,769)
Noncontrolling interests	Noncontrolling interests	7,536		1,042		Noncontrolling interests	675		7,927
Total shareholders’ equity	Total shareholders’ equity	(60,816)		(1,413,375)		Total shareholders’ equity	(121,774)		(195,842)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,893,626	$	3,046,454	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,043,393	$	5,063,288

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021

		(In thousands, except per share data)										(In thousands, except per share data)
Revenue	Revenue	$	801,835	$	639,770	$	2,177,207	$	1,739,862	Revenue		$	798,631	$	667,612
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)	232,211		169,823		604,765		462,570		Cost of revenue (exclusive of depreciation shown separately below)		236,236		179,455
Selling and marketing expense	Selling and marketing expense	153,388		129,859		427,294		345,150		Selling and marketing expense		151,888		144,988
General and administrative expense	General and administrative expense	103,502		88,961		304,560		236,484		General and administrative expense		100,705		87,665
Product development expense	Product development expense	66,974		39,280		174,683		124,979		Product development expense		78,794		55,576
Depreciation	Depreciation	10,104		11,221		30,622		30,284		Depreciation		10,497		10,457
Amortization of intangibles	Amortization of intangibles	15,066		459		15,521		7,262		Amortization of intangibles		12,693		213
Total operating costs and expenses	Total operating costs and expenses	581,245		439,603		1,557,445		1,206,729		Total operating costs and expenses		590,813		478,354
Operating income	Operating income	220,590		200,167		619,762		533,133		Operating income		207,818		189,258
Interest expense	Interest expense	(31,850)		(32,009)		(95,907)		(98,654)		Interest expense		(34,896)		(31,838)
Other (expense) income, net		(39,212)		(1,923)		(40,886)		19,341
Earnings from continuing operations, before tax		149,528		166,235		482,969		453,820
Income tax provision		(18,627)		(26,122)		(38,200)		(14,776)
Net earnings from continuing operations		130,901		140,113		444,769		439,044
Other income (expense), net										Other income (expense), net		818		(1,319)
Earnings before income taxes										Earnings before income taxes		173,740		156,101
Income tax benefit										Income tax benefit		6,867		17,747
Net earnings										Net earnings		180,607		173,848

Earnings (loss) from discontinued operations, net of tax		—		508		509		(366,070)
Net earnings		130,901		140,621		445,278		72,974
Net loss (earnings) attributable to noncontrolling interests		309		586		1,077		(59,680)

Net (earnings) loss attributable to noncontrolling interests										Net (earnings) loss attributable to noncontrolling interests		(74)		402
Net earnings attributable to Match Group, Inc. shareholders	Net earnings attributable to Match Group, Inc. shareholders	$	131,210	$	141,207	$	446,355	$	13,294	Net earnings attributable to Match Group, Inc. shareholders		$	180,533	$	174,250

Net earnings per share from continuing operations:
Basic		$	0.47	$	0.54	$	1.64	$	1.81
Diluted		$	0.43	$	0.47	$	1.46	$	1.59

Net earnings per share attributable to Match Group, Inc. shareholders:	Net earnings per share attributable to Match Group, Inc. shareholders:									Net earnings per share attributable to Match Group, Inc. shareholders:
Basic	Basic	$	0.47	$	0.54	$	1.64	$	0.06	Basic		$	0.63	$	0.65
Diluted	Diluted	$	0.43	$	0.47	$	1.46	$	0.06	Diluted		$	0.60	$	0.57

Stock-based compensation expense by function:	Stock-based compensation expense by function:									Stock-based compensation expense by function:
Cost of revenue	Cost of revenue	$	1,960	$	1,007	$	3,961	$	3,143	Cost of revenue		$	1,549	$	989
Selling and marketing expense	Selling and marketing expense	1,760		1,402		6,112		3,844		Selling and marketing expense		1,653		1,265
General and administrative expense	General and administrative expense	19,709		26,870		65,769		48,385		General and administrative expense		23,899		18,480
Product development expense	Product development expense	16,140		8,056		36,239		25,275		Product development expense		15,194		9,382
Total stock-based compensation expense	Total stock-based compensation expense	$	39,569	$	37,335	$	112,081	$	80,647	Total stock-based compensation expense		$	42,295	$	30,116

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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021

		(In thousands)										(In thousands)
Net earnings	Net earnings	$	130,901	$	140,621	$	445,278	$	72,974	Net earnings		$	180,607	$	173,848
Other comprehensive (loss) income, 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	(99,321)		16,206		(122,066)		12,746		Change in foreign currency translation adjustment		(45,848)		(20,609)
Change in unrealized losses on available-for-sale securities		—		—		—		(1)
Total other comprehensive (loss) income		(99,321)		16,206		(122,066)		12,745

Total other comprehensive loss										Total other comprehensive loss		(45,848)		(20,609)
Comprehensive income	Comprehensive income	31,580		156,827		323,212		85,719		Comprehensive income		134,759		153,239
Components of comprehensive loss (income) attributable to noncontrolling interests:	Components of comprehensive loss (income) attributable to noncontrolling interests:									Components of comprehensive loss (income) attributable to noncontrolling interests:
Net loss (earnings) attributable to noncontrolling interests		309		586		1,077		(59,680)
Net (earnings) loss attributable to noncontrolling interests										Net (earnings) loss attributable to noncontrolling interests		(74)		402
Change in foreign currency translation adjustment attributable to noncontrolling interests	Change in foreign currency translation adjustment attributable to noncontrolling interests	13		(5)		123		1,084		Change in foreign currency translation adjustment attributable to noncontrolling interests		385		33

Comprehensive loss (income) attributable to noncontrolling interests		322		581		1,200		(58,596)
Comprehensive loss attributable to noncontrolling interests										Comprehensive loss attributable to noncontrolling interests		311		435
Comprehensive income attributable to Match Group, Inc. shareholders	Comprehensive income attributable to Match Group, Inc. shareholders	$	31,902	$	157,408	$	324,412	$	27,123	Comprehensive income attributable to Match Group, Inc. shareholders		$	135,070	$	153,674

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 ~~September 30, 2021~~March 31, 2022


			Match Group Shareholders’ Equity
			Common Stock $0.001 Par Value
	Redeemable Noncontrolling Interests		$		Shares	Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Loss		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 three months ended March 31, 2022	(442)		—		—	—		180,533		—		180,533		516		181,049
Other comprehensive loss, net of tax	—		—		—	—		—		(45,463)		(45,463)		(385)		(45,848)
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	—		3		2,036	(90,668)		—		—		(90,665)		—		(90,665)






Adjustment of redeemable noncontrolling interests to fair value	(818)		—		—	818		—		—		818		—		818


Purchase of noncontrolling interest	—					6,672		—		—		6,672		(23,468)		(16,796)

Adjustment of noncontrolling interests to fair value	—		—		—	(16,085)		—		—		(16,085)		16,085		—









Other	—		—		—	405		—		—		405		—		405
Balance as of March 31, 2022	$	—	$	286	285,506	$	8,110,463	$	(7,963,981)	$	(269,217)	$	(122,449)	$	675	$	(121,774)

Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Redeemable
Noncontrolling
Interests $ Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Match Group Shareholders’ Equity Noncontrolling Interests Total
Shareholders’
Equity
(In thousands)
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)
Net (loss) earnings for the three months ended September 30, 2021 (550) — — — 131,210 — 131,210 241 131,451
Other comprehensive loss, net of tax — — — — — (99,308) (99,308) (13) (99,321)
Stock-based compensation expense — — — 41,648 — — 41,648 — 41,648
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — — 626 4,201 — — 4,201 — 4,201
Adjustment of redeemable noncontrolling interests to fair value 650 — — (650) — — (650) — (650)
Noncontrolling interest created by the exercise of subsidiary denominated equity awards — — — — — — — 151 151
Unwind of notes hedges and warrants — — — 198,365 — — 198,365 — 198,365
Exchangeable note obligation — — — (201,824) — — (201,824) — (201,824)
Other — — — 251 — — 251 — 251
Balance as of September 30, 2021 $ 1,340 $ 277 277,279 $ 8,110,650 $ (7,975,882) $ (203,397) $ (68,352) $ 7,536 $ (60,816)

Table of Contents

MATCH GROUP, INC. AND SUBSIDIARIES

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

Three Months Ended ~~September 30, 2020~~
Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Redeemable
Noncontrolling
Interests $ Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Match Group Shareholders’ Equity Noncontrolling Interests Total
Shareholders’
Equity
(In thousands)
Balance as of June 30, 2020 $ (156) $ 242 241,617 $ 6,874,542 $ (8,712,479) $ (124,312) $ (1,962,007) $ 337 $ (1,961,670)
Net (loss) earnings for the three months ended September 30, 2020 (617) — — — 141,207 — 141,207 31 141,238
Other comprehensive income, net of tax — — — — — 16,201 16,201 5 16,206
Stock-based compensation expense — — — 38,757 — — 38,757 — 38,757
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 5 4,803 83,220 — — 83,225 — 83,225
Issuance of Class M common stock — 17 17,339 (17) — — — — —
Adjustment of redeemable noncontrolling interests to fair value 3,013 — — (3,013) — — (3,013) — (3,013)
Other — — — (2,510) — — (2,510) — (2,510)
Balance as of September 30, 2020 $ 2,240 $ 264 263,759 $ 6,990,979 $ (8,571,272) $ (108,111) $ (1,688,140) $ 373 $ (1,687,767)

~~Table of Contents~~

~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

~~Nine Months Ended September 30,~~March 31, 2021
Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Redeemable
Noncontrolling
Interests $ Shares Additional
Paid-in
Capital Retained Deficit Accumulated Other Comprehensive Loss Total Match Group Shareholders’ Equity Noncontrolling Interests Total
Shareholders’
Equity
(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 nine months ended September 30, 2021 (1,485) — — — 446,355 — 446,355 408 446,763
Other comprehensive loss, net of tax — — — — — (121,943) (121,943) (123) (122,066)
Stock-based compensation expense — — — 117,735 — — 117,735 — 117,735
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 4 4,021 30,175 — — 30,179 — 30,179
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 2,185 — — (2,185) — — (2,185) — (2,185)
Purchase of noncontrolling interest — 943 — — 943 (2,571) (1,628)
Adjustment of noncontrolling interests to fair value — — — (1,835) — — (1,835) 1,835 —
Noncontrolling interest created by the exercise of subsidiary denominated equity awards — — — (7,102) — — (7,102) 7,253 151
Unwind of notes hedges and warrants — — — 198,365 — — 198,365 — 198,365
Exchangeable note obligation — — — (201,824) — — (201,824) — (201,824)
Other — — — (3,474) — — (3,474) (308) (3,782)
Balance as of September 30, 2021 $ 1,340 $ 277 277,279 $ 8,110,650 $ (7,975,882) $ (203,397) $ (68,352) $ 7,536 $ (60,816)

~~Table of Contents~~

~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

~~Nine Months Ended September 30, 2020~~
Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Former IAC
Common Stock
$0.001
Par Value
Former IAC
Class B Convertible Common Stock $0.001
Par Value
Redeemable
Noncontrolling
Interests $ Shares $ Shares $ Shares Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Treasury Stock Total Match Group Shareholders’ Equity Noncontrolling Interests Total
Shareholders’
Equity
(In thousands)
Balance as of December 31, 2019 $ 44,527 $ — — $ 263 263,230 $ 16 16,157 $ 11,378,160 $ 1,725,046 $ (136,349) $ (10,309,612) $ 2,657,524 $ 970,276 $ 3,627,800
Net (loss) earnings for the nine months ended September 30, 2020 (2,687) — — — — — — — 13,294 — — 13,294 62,367 75,661
Other comprehensive (loss) income, net of tax (686) — — — — — — — — 13,829 — 13,829 (398) 13,431
Stock-based compensation expense 15 — — — — — — 111,816 — — — 111,816 86,363 198,179
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 5 4,803 — — — — 83,220 — — — 83,225 — 83,225
Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes — — — 1 453 — — (34,518) — — — (34,517) — (34,517)
Issuance of Former Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes — — — — — — — (212,270) — 628 — (211,642) (11,405) (223,047)
Purchase of redeemable noncontrolling interests (3,165) — — — — — — — — — — — — —
Adjustment of redeemable noncontrolling interests to fair value 7,820 — — — — — — (7,820) — — — (7,820) — (7,820)
Purchase of Match Group and ANGI treasury stock — — — — — — — (187,735) — — — (187,735) — (187,735)
Retirement of treasury stock — — — (184) (184,340) (10) (10,368) 194 (10,309,612) — 10,309,612 — — —
Exchange Former IAC common stock and Class B common stock for Match Group common stock and completion of the Separation (43,583) 184 183,749 (80) (79,343) (6) (5,789) (4,745,520) — 13,781 — (4,731,641) (498,792) (5,230,433)
Acquire Former Match Group noncontrolling interest — 58 57,868 — — — — 608,110 — — — 608,168 (608,168) —
Issuance of Class M common stock — 17 17,339 — — — — (17) — — — — — —
Other (1) — — — — — — (2,641) — — — (2,641) 130 (2,511)
Balance as of September 30, 2020 $ 2,240 $ 264 263,759 $ — — $ — — $ 6,990,979 $ (8,571,272) $ (108,111) $ — $ (1,688,140) $ 373 $ (1,687,767)


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

						(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 three months ended March 31, 2021	(410)		—		—	—		174,250		—		174,250		8		174,258
Other comprehensive loss, net of tax	—		—		—	—		—		(20,576)		(20,576)		(33)		(20,609)
Stock-based compensation expense	—		—		—	31,431		—		—		31,431		—		31,431
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		3		2,753	19,422		—		—		19,425		—		19,425







Adjustment of redeemable noncontrolling interests to fair value	810		—		—	(810)		—		—		(810)		—		(810)











Other	—		—		—	(3,227)		—		—		(3,227)		—		(3,227)
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)

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)
Nine Months Ended September 30,
2021 2020
(In thousands)
Cash flows from operating activities attributable to continuing operations:
Net earnings $ 445,278 $ 72,974
Add back: (earnings) loss from discontinued operations, net of tax (509) 366,070
Net earnings from continuing operations 444,769 439,044
Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
Stock-based compensation expense 112,081 80,647
Depreciation 30,622 30,284
Amortization of intangibles 15,521 7,262
Deferred income taxes (21,749) 925
Other adjustments, net 49,761 24,211
Changes in assets and liabilities
Accounts receivable (26,618) (87,920)
Other assets 17,729 (26,132)
Accounts payable and other liabilities (4,059) 18,281
Income taxes payable and receivable 18,443 5,315
Deferred revenue 30,425 26,928
Net cash provided by operating activities attributable to continuing operations 666,925 518,845
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash (863,258) —
Capital expenditures (52,811) (32,376)
Net cash distribution related to Separation of IAC — (3,870,550)
Purchases of investments — (9,115)
Other, net 26 (93)
Net cash used in investing activities attributable to continuing operations (916,043) (3,912,134)
Cash flows from financing activities attributable to continuing operations:
Borrowings under the Credit Facility — 20,000
Proceeds from Senior Notes offerings — 1,000,000
Principal payments on Credit Facility — (20,000)
Principal payments on Senior Notes — (400,000)
Debt issuance costs (851) (13,517)
Proceeds from stock offering — 1,421,801
Proceeds from issuance of common stock pursuant to stock-based awards 45,587 79,528
Withholding taxes paid on behalf of employees on net settled stock-based awards of Former Match Group and Match Group (15,726) (211,958)
Purchase of Former Match Group treasury stock — (132,868)
Purchase of noncontrolling interests (1,473) (15,827)
Other, net 150 (15,188)
Net cash provided by financing activities attributable to continuing operations 27,687 1,711,971
Total cash used in continuing operations (221,431) (1,681,318)
Net cash provided by operating activities attributable to discontinued operations — 13,630
Net cash used in investing activities attributable to discontinued operations — (963,420)
Net cash used in financing activities attributable to discontinued operations — (110,959)
Total cash used in discontinued operations — (1,060,749)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (6,429) 725
Net decrease in cash, cash equivalents, and restricted cash (227,860) (2,741,342)
Cash, cash equivalents, and restricted cash at beginning of period 739,302 3,140,358
Cash, cash equivalents, and restricted cash at end of period $ 511,442 $ 399,016


	Three Months Ended March 31,
	2022		2021

	(In thousands)



Net earnings	$	180,607	$	173,848
Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense	42,295		30,116
Depreciation	10,497		10,457
Amortization of intangibles	12,693		213

Deferred income taxes	(14,828)		(10,007)

Other adjustments, net	993		4,601
Changes in assets and liabilities
Accounts receivable	6,144		(75,271)
Other assets	27,074		19,626
Accounts payable and other liabilities	(24,868)		(40,242)
Income taxes payable and receivable	(9,957)		(21,867)
Deferred revenue	1,867		10,834
Net cash provided by operating activities	232,517		102,308
Cash flows from investing activities:

Capital expenditures	(17,657)		(10,290)




Other, net	2,997		(255)
Net cash used in investing activities	(14,660)		(10,545)
Cash flows from financing activities:






Payments to settle exchangeable notes	(47,677)		—


Proceeds from the settlement of exchangeable note hedges	32,058		—


Proceeds from issuance of common stock pursuant to stock-based awards	6,304		29,973
Withholding taxes paid on behalf of employees on net settled stock-based awards	(96,969)		(10,548)


Purchase of noncontrolling interests	(10,329)		—


Other, net	—		(730)
Net cash (used in) provided by financing activities	(116,613)		18,695
Total cash provided	101,244		110,458




Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(4,197)		(3,930)
Net increase in cash, cash equivalents, and restricted cash	97,047		106,528
Cash, cash equivalents, and restricted cash at beginning of period	815,512		739,302
Cash, cash equivalents, and restricted cash at end of period	$	912,559	$	845,830

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®~~, Hinge~~®, Pairs™, PlentyOfFish®, 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 1 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, ~~2020 included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17,~~ 2021.

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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

~~market approach as of the transaction date. A security will be considered identical or similar if it has identical or~~ 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 ~~change~~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, ~~2020~~2021 was ~~$239.1~~$262.1 million. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company recognized ~~$237.7~~$208.5 million of revenue that was included in the deferred revenue balance as of December 31, ~~2020.~~2021. The current deferred revenue balance at ~~September 30, 2021~~March 31, 2022 is ~~$267.1~~$262.7 million. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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 September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021

		(In thousands)										(In thousands)
Direct Revenue:	Direct Revenue:									Direct Revenue:
Americas	Americas	$	393,613	$	336,792	$	1,112,263	$	916,730	Americas		$	399,978	$	344,262
Europe	Europe	217,680		181,627		603,281		492,167		Europe		215,328		189,059
APAC and Other	APAC and Other	174,432		109,847		419,684		300,934		APAC and Other		168,527		121,860
Total Direct Revenue	Total Direct Revenue	785,725		628,266		2,135,228		1,709,831		Total Direct Revenue		783,833		655,181
Indirect Revenue (principally advertising revenue)	Indirect Revenue (principally advertising revenue)	16,110		11,504		41,979		30,031		Indirect Revenue (principally advertising revenue)		14,798		12,431
Total Revenue	Total Revenue	$	801,835	$	639,770	$	2,177,207	$	1,739,862	Total Revenue		$	798,631	$	667,612

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)

~~Recent Accounting Pronouncements~~

~~Accounting pronouncements adopted by~~entity recognizing contract assets and contract liabilities as if the ~~Company~~

~~In August 2020,~~acquirer had originated the ~~FASB issued ASU No. 2020-06,~~contracts, which, ~~simplifies~~for the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the discount resulting from the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, ~~Derivatives and Hedging~~, or (2) a convertible debt instrument was issued at a substantial premium. ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, whichmost part, results in ~~increased dilutive securities as~~no change to the ~~assumption~~value of ~~cash settlement of the notes~~deferred revenue when measured in purchase accounting. The new standard is ~~not available~~effective on a prospective basis for ~~the purpose of calculating earnings per share. The provisions of ASU 2020-06 are effective for reporting periods~~fiscal years beginning after December 15, ~~2021,~~2022, with early adoption ~~permitted for reporting periods beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis.~~

permitted. The ~~Company early adopted ASU No. 2020-06 as of January 1, 2021 on a fully retrospective basis. The impact of adopting ASU No. 2020-06 is as follows:~~

Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020
Prior to the adoption of ASU No. 2020-06 After adoption of ASU No. 2020-06 Effect of adoption of ASU No. 2020-06 Prior to the adoption of ASU No. 2020-06 After adoption of ASU No. 2020-06 Effect of adoption of ASU No. 2020-06
(In thousands, except per share data)
Statement of operations impacts
Interest expense $ 43,189 $ 32,009 $ (11,180) $ 131,485 $ 98,654 $ (32,831)
Income tax provision $ (23,568) $ (26,122) $ (2,554) $ (7,257) $ (14,776) $ (7,519)
Net earnings from continuing operations $ 131,487 $ 140,113 $ 8,626 $ 413,732 $ 439,044 $ 25,312
Net earnings per share from continuing operations:
Basic $ 0.51 $ 0.54 $ 0.03 $ 1.69 $ 1.81 $ 0.12
Diluted $ 0.45 $ 0.47 $ 0.02 $ 1.53 $ 1.59 $ 0.06
Weighted average dilutive shares outstanding 289,950 305,696 15,746 225,399 239,398 13,999

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

Prior to the adoption of ASU No. 2020-06 After adoption of ASU No. 2020-06 Effect of adoption of ASU No. 2020-06
(In thousands)
Balance sheet impacts at December 31, 2020:
Non-current deferred tax asset $ 224,013 $ 293,487 $ 69,474
Long-term debt, net $ 3,534,706 $ 3,840,930 $ 306,224
Additional paid-in capital $ 7,394,646 $ 7,089,007 $ (305,639)
Retained deficit $ (8,491,126) $ (8,422,237) $ 68,889

~~The impact~~adoption of the ~~adoption of ASU No. 2020-06 at December 31, 2019 resulted in an increase~~new standard is not expected to ~~retained earnings of $35.1 million and~~have a ~~decrease in additional paid-in capital of $305.6 million.~~

~~As the adoption of ASU No. 2020-06 did not~~material impact on our operating results, financial position, or cash the operating cash flows from continuing operations were not impacted. Certain reconciliation line items to net earnings from continuing operations were adjusted to reflect the impact of the adoption of ASU No. 2020-06.flows.

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, ~~are~~is individually computed and recognized in the interim period in which ~~they occur.~~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 ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company recorded an income tax ~~provision~~benefit of ~~$18.6~~$6.9 million and ~~$26.1~~$17.7 million, respectively. The effective tax rates in both three month periods benefited from excess tax benefits generated by the exercise or vesting of stock-based awards. For the nine months ended September 30, 2021 and 2020, the Company recorded an income tax provision of $38.2 million and $14.8 million, respectively. The effective tax rates in both nine-monththree-month periods benefited from excess tax benefits generated by the exercise and vesting of stock-based ~~awards, partially offset in~~awards. In addition, the ~~2020~~2022 period bybenefited from a ~~non-recurring increase in the valuation allowance for~~lower tax rate on U.S. income derived from foreign ~~tax credits.~~sources.

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 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 December 31, 2013 through 2017 ~~resulting in reductions to the manufacturing tax deduction~~ and ~~research credits claimed. The statute of limitations for the years 2013 to 2017 has been extended to June 30, 2022. The IRS~~ has begun its audit of the years ended December 31, 2018 ~~through~~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.

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

federal income tax examinations for years prior to 2013. Returns filed in various other jurisdictions are open to examination for tax years beginning with ~~2009.~~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 both ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, unrecognized tax benefits, including interest and penalties, were ~~$48.8~~$51.7 million and ~~$46.7~~$51.8 million, respectively. If unrecognized tax benefits at ~~September 30, 2021~~March 31, 2022 are subsequently recognized, income tax expense would be reduced by ~~$42.8~~$45.8 million, net of related deferred tax assets and interest. The comparable amount as of December 31, ~~2020~~2021 was ~~$41.8~~$46.0 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by ~~$1.8~~$1.2 million by ~~September 30, 2022~~March 31, 2023 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 ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were not material. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, noncurrent income taxes payable includes accrued interest and penalties of ~~$1.5~~$1.2 million and ~~$1.9~~$1.5 million, respectively.

As a result of the Company’s separation from IAC/InterActiveCorp (“IAC”), temporary differences and tax attributes from our federal and consolidated state income tax filings were allocated between the Company and IAC. The allocation attributable to IAC resulted in an increase to the Company’s net deferred tax asset and additional paid-in capital. A preliminary allocation attributable to the Company was recorded in 2020. Any subsequent adjustment to allocated tax attributes will be recognized as an adjustment to deferred taxes and additional paid-in capital. See “Note 11—Related Party Transactions” for amounts outstanding under the tax matters agreement with IAC.

~~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.

~~The key components of loss from discontinued operations for the three and nine months ended September 30, 2021 and 2020 consist of the following:~~

Three Months Ended September 30, Nine Months Ended September 30,
2020 2021 2020
(In thousands)
Revenue $ — $ — $ 1,410,485
Operating costs and expenses — — (1,840,178)
Operating loss — — (429,693)
Interest expense — — (3,772)
Other expense — — (2,503)
Income tax benefit 508 509 69,898
Earnings (loss) from discontinued operations $ 508 $ 509 $ (366,070)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE ~~4—GOODWILL AND INTANGIBLE ASSETS~~

~~Goodwill and intangible assets, net, are as follows:~~

September 30, 2021 December 31, 2020
(In thousands)
Goodwill $ 2,427,450 $ 1,270,532
Intangible assets with indefinite lives 585,679 226,605
Intangible assets with definite lives, net 207,323 4,295
Total goodwill and intangible assets, net $ 3,220,452 $ 1,501,432

~~The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the nine months ended September 30, 2021:~~


	~~(In thousands)~~
~~Balance at December 31, 2020~~	$	~~1,270,532~~
~~Additions~~	~~1,243,331~~
~~Foreign Exchange Translation~~	~~(86,413)~~

~~Balance at September 30, 2021~~	$	~~2,427,450~~

On June 17, 2021, Match Group completed the acquisition of all capital stock of Hyperconnect, Inc. (“Hyperconnect”), a leading social discovery and video technology company based in Seoul, South Korea. The acquisition increases our presence in certain Asian markets and enhances the real-time video capabilities of Match Group. The accounting purchase price was $1.75 billion, net of cash acquired, which consists of $863.3 million of cash, net of cash acquired, and 5.9 million shares of Match Group common stock at a basis of the closing market price on the acquisition date. The purchase price has been preliminarily allocated to goodwill of $1.2 billion that is not deductible for tax purposes, intangible assets of $615.0 million with a related deferred tax liability of $135.4 million, and $31.2 million of other net assets. The allocation of the accounting purchase price is preliminary and will be finalized within the allowable measurement period.

Intangible assets with indefinite lives consist of trade names and trademarks acquired in various business acquisitions. At September 30, 2021 and December 31, 2020, intangible assets with definite lives are as follows:

September 30, 2021
Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (Years)
(In thousands)
Customer lists $ 128,304 $ (8,406) $ 119,898 4.8
Patents and technology 101,001 (13,893) 87,108 4.2
Trade names 5,140 (4,946) 194 1.3
Other 3,426 (3,303) 123 2.8
Total $ 237,871 $ (30,548) $ 207,323 4.6

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

December 31, 2020
Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (Years)
(In thousands)
Customer lists $ 288 $ (288) $ — —
Patents and technology 11,044 (6,943) 4,101 9.3
Trade names 5,114 (5,114) — —
Other 3,400 (3,206) 194 3.0
Total $ 19,846 $ (15,551) $ 4,295 9.0

~~At September 30, 2021, future amortization of intangible assets with definite lives is estimated to be as follows:~~

(In thousands)
Remainder of 2021 $ 12,832
2022 51,256
2023 48,989
2024 47,063
2025 34,862
2026 and thereafter 12,321
Total $ 207,323

~~NOTE 5—~~3—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At both ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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 ~~September 30, 2021~~March 31, 2022 were $2.1 million. For both the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company has elected the measurement alternative. For the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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.

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

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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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:


		September 30, 2021				March 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	$	1,780	$	—		$	1,780	Money market funds	$	308,628	$	—	$	308,628
Time deposits	Time deposits	—		6,948			6,948		Time deposits	—		126,643		126,643
Short-term investments:	Short-term investments:								Short-term investments:
Time deposits	Time deposits	—		11,874			11,874		Time deposits	—		8,663		8,663
Total	Total	$	1,780	$	18,822		$	20,602	Total	$	308,628	$	135,306	$	443,934


		December 31, 2020				December 31, 2021
		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	$	147,615	$	—		$	147,615	Money market funds	$	260,582	$	—	$	260,582
Time deposits	Time deposits	—		50,000			50,000		Time deposits	—		36,831		36,831
Short-term investments:									Short-term investments:
Time Deposits									Time Deposits	—		11,818		11,818
Total	Total	$	147,615	$	50,000		$	197,615	Total	$	260,582	$	48,649	$	309,231

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.

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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.

September 30, 2021 December 31, 2020
Carrying Value Fair Value Carrying Value Fair Value
(In thousands)
Long-term debt, net (a) (b)
$ (3,847,896) $ (6,385,431) $ (3,840,930) $ (6,267,976)


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value

	(In thousands)
Current maturities of long-term debt (a) (b) (c)	$	(84,488)	$	(209,505)	$	(84,333)	$	(254,472)
Long-term debt, net (b) (c)	$	(3,830,965)	$	(4,289,386)	$	(3,829,421)	$	(4,772,140)

______________________

(a)At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the carrying value excludes the $0.1 million and $15.6 million, respectively, aggregate principal amount of the exchanged 2022 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) as that amount is carried at fair value as described below.

(b)At March 31, 2022 and December 31, 2021, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $0.3 million and $0.6 million, respectively. At March 31, 2022 and December 31, 2021, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of ~~$44.6~~$44.0 million and ~~$51.6~~$45.6 million, respectively.

~~(b)~~(c)At ~~September 30, 2021,~~March 31, 2022, the fair value of the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) is $209.5 million, $802.8 million, and $867.6 million, respectively. At December 31, 2021, the fair value of the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes is ~~$1,846.4~~$302.2 million, ~~$1,080.4~~$932.6 million, and $1,148.0 million, respectively. At December 31, 2020, the fair value of the of the 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes is $1,780.3 million, $1,052.1 million, and $1,113.9$1,017.7 million, respectively.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the fair value of long-term debt, net, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.

~~Embedded derivative associated with repurchase of 2022 Exchangeable Notes~~

On September 22, 2021, we entered into privately negotiated agreements with a limited number of holders of the 2022 Exchangeable Notes to repurchase a portion of the outstanding 2022 Exchangeable Notes. The Company determined that the terms of the repurchase agreements included an embedded derivative, indexed to the value of the Company’s stock, that required bifurcation and separate accounting as a derivative liability under ASC Topic 815, ~~Derivatives and Hedging. The Company measures embedded derivatives at their estimated fair value and recognizes changes in their estimated fair value in net income during the current reporting period.~~

At the inception of these agreements on September 22, 2021, the fair value of the embedded derivative was zero and the number of shares to be issued to holders of the 2022 Exchangeable Notes was not yet determinable. At September 30, 2021, under the terms of the agreements, the number of shares to be issued became fixed at 5.5 million. The corresponding loss of $38.6 million, related to the change in the fair value of the embedded derivative, which was driven by an increase in our stock price from September 22, 2021 to September 30, 2021, was recorded within other expense, net in the statement of operations. The fair value of the embedded derivative of $38.6 million is included as a liability within accrued expenses and other current liabilities on the balance sheet as of September 30, 2021.

We completed the repurchase of a portion of the 2022 Exchangeable Notes on October 4, 2021 and settled the transaction that created the embedded derivative. Refer to “Note 12—Subsequent Events” for additional information on the closing. We will recognize a gain from the decrease in our stock price from September 30, 2021 to October 4, 2021 in the fourth quarter of 2021 related to further changes in the fair value of this derivative prior to settlement of the related agreements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 6—4—LONG-TERM DEBT, NET

Long-term debt consists of:


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021

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

5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15	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		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	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		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	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		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	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		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						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	0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1	517,499		517,500		0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1	84,906		100,500
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15	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		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	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		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	Total debt	3,892,499		3,892,500		Total debt	3,959,906		3,975,500

Less: Current maturities of long-term debt						Less: Current maturities of long-term debt	84,906		100,500
Less: Unamortized original issue discount	Less: Unamortized original issue discount	5,422		6,029		Less: Unamortized original issue discount	5,007		5,215
Less: Unamortized debt issuance costs	Less: Unamortized debt issuance costs	39,181		45,541		Less: Unamortized debt issuance costs	39,028		40,364
Total long-term debt, net	Total long-term debt, net	$	3,847,896	$	3,840,930	Total long-term debt, net	$	3,830,965	$	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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were no outstanding borrowings, ~~under the Credit Facility. At September 30, 2021 there was~~ $0.4 million in outstanding letters of credit, and $749.6 ~~million of availability under the Credit Facility. At December 31, 2020 there was $0.2 million in outstanding letters of credit and $749.8~~ 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 ~~September 30, 2021.~~March 31, 2022. 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at LIBOR plus 1.75%, which was ~~1.87%~~2.22% and ~~1.96%~~1.91% at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The Term Loan matures on February 13, 2027. Interest payments are due at least quarterly through the term of the loan. The Term Loan provides for annual principal payments as part of an

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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.

On March 26, 2021, MG Holdings II amended the Credit Agreement to provide for a $400 million Delayed Draw Term Loan, the proceeds of which could have been used only to finance a portion of the consideration for

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

~~the acquisition of Hyperconnect, Inc. The Delayed Draw Term Loan was terminated effective June 18, 2021, in accordance with its terms.~~

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, 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 4.625% 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 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 ~~September 30, 2021.~~March 31, 2022. 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 other things, create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

~~$575.0~~ $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
2022 Exchangeable Notes	22.7331	$	43.99	July 1, 2022
2026 Exchangeable Notes	11.4259	$	87.52	March 15, 2026
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;

(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 ~~2026, and 2030~~ Exchangeable Notes were exchangeable as of ~~September 30, 2021. $1,000~~March 31, 2022. A total of $0.1 million of the 2022 Exchangeable Notes were ~~settled~~presented for exchange during the three ~~and nine~~ months ended ~~September 30, 2021; no~~March 31, 2022 and were subsequently settled in April 2022. No other Exchangeable Notes were ~~exchanged~~presented for exchange during the ~~year~~three months ended ~~December~~March 31, ~~2020.~~2022. During the three months ended March 31, 2022, $15.6 million aggregate principal amount of the 2022 Exchangeable Notes which were presented for exchange in 2021 were settled.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The following table presents the if-converted value that exceeded the principal of each ~~note~~Exchangeable Note outstanding as of March 31, 2022 and December 31, 2021 based on the Company’s stock price on ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021, respectively.


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021

		(In millions)					(In millions)
2022 Exchangeable Notes	2022 Exchangeable Notes	$	1,329.4	$	1,261.2	2022 Exchangeable Notes	$	124.8	$	170.4
2026 Exchangeable Notes	2026 Exchangeable Notes	$	456.4	$	418.3	2026 Exchangeable Notes	$	139.4	$	293.9
2030 Exchangeable Notes	2030 Exchangeable Notes	$	496.8	$	457.2	2030 Exchangeable Notes	$	167.4	$	327.9

Additionally, ~~each of Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc. may redeem for cash~~ all or any portion of ~~its applicable notes,~~the 2026 Exchangeable Notes and 2030 Exchangeable Notes may be redeemed for cash, at ~~its~~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 ~~Senior~~ Notes ~~within long-term debt, net:~~as of March 31, 2022 and December 31, 2021:


		September 30, 2021						December 31, 2020							March 31, 2022						December 31, 2021
		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes			2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

		(In thousands)													(In thousands)
Principal	Principal	$	517,499	$	575,000	$	575,000	$	517,500	$	575,000	$	575,000	Principal	$	84,906	$	575,000	$	575,000	$	100,500	$	575,000	$	575,000
Less: Unamortized debt issuance costs	Less: Unamortized debt issuance costs	3,754		7,522		8,883		6,511		8,700		9,627		Less: Unamortized debt issuance costs	318		6,744		8,393		573		7,130		8,638
Net carrying value included in current maturities of long-term debt, net														Net carrying value included in current maturities of long-term debt, net	$	84,588	$	—	$	—	$	99,927	$	—	$	—
Net carrying value included in long-term debt, net	Net carrying value included in long-term debt, net	$	513,745	$	567,478	$	566,117	$	510,989	$	566,300	$	565,373	Net carrying value included in long-term debt, net	$	—	$	568,256	$	566,607	$	—	$	567,870	$	566,362

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

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020
2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes
(In thousands)
Contractual interest expense $ 1,132 $ 1,257 $ 2,875 $ 1,132 $ 1,257 $ 2,875
Amortization of debt issuance costs 930 390 244 915 386 239
Total interest expense recognized $ 2,062 $ 1,647 $ 3,119 $ 2,047 $ 1,643 $ 3,114


	Three Months Ended March 31, 2022						Three Months Ended March 31, 2021
	2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

	(In thousands)
Contractual interest expense	$	186	$	1,258	$	2,875	$	1,132	$	1,258	$	2,875
Amortization of debt issuance costs	150		386		245		907		401		257
Total interest expense recognized	$	336	$	1,644	$	3,120	$	2,039	$	1,659	$	3,132

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes
(In thousands)
Contractual interest expense $ 3,396 $ 3,773 $ 8,625 $ 3,396 $ 3,773 $ 8,625
Amortization of debt issuance costs 2,757 1,178 744 2,718 1,146 711
Total interest expense recognized $ 6,153 $ 4,951 $ 9,369 $ 6,114 $ 4,919 $ 9,336

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

~~Repurchase of 2022 Exchangeable Notes~~

In September 2021, we entered into agreements to repurchase approximately $414 million aggregate principal amount of our outstanding 2022 Exchangeable Notes and commenced a private offering of $500 million aggregate principal amount of senior notes due 2031.

In connection with these transactions, our balance sheet as of September 30, 2021 reflects an obligation to pay cash in excess of the principal amount of the 2022 Exchangeable Notes we agreed to repurchase, which has been allocated between current and long-term liabilities in relation to the amounts expected to be funded by short and long-term assets, respectively.

See “Note 5—Financial Instruments” for additional information regarding the embedded derivative associated with the repurchase of the 2022 Exchangeable Notes and see “Exchangeable Notes Hedges and Warrants” below for additional information regarding the unwind of the related notes hedges and warrants. See “Note 12—Subsequent Events” for additional information regarding the closing of these and related transactions.

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 ~~notes~~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.

On September 23, 2021, we entered into agreements to unwind a portion of the 2022 Exchangeable Notes Hedges and 2022 Exchangeable Notes Warrants for cash, each representing 9.4 million underlying shares, resulting in a net asset receivable at September 30, 2021 of $200.8 million.

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

The following tables present details of the Exchangeable Notes Hedges and Warrants ~~as of September 30, 2021 following the unwind transactions described above:~~outstanding at March 31, 2022:


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

		(Shares in millions)				(Shares in millions)
2022 Exchangeable Notes Hedge	2022 Exchangeable Notes Hedge	2.4	$	43.99	2022 Exchangeable Notes Hedge	1.9	$	43.99
2026 Exchangeable Notes Hedge	2026 Exchangeable Notes Hedge	6.6	$	87.52	2026 Exchangeable Notes Hedge	6.6	$	87.52
2030 Exchangeable Notes Hedge	2030 Exchangeable Notes Hedge	6.8	$	84.22	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	2.4	$	68.22
2026 Exchangeable Notes Warrants	6.6	$	134.76
2030 Exchangeable Notes Warrants	6.8	$	134.82

______________________

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 7—5—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the components of accumulated other comprehensive ~~loss~~loss. For the three months ended March 31, 2022 and ~~items reclassified out of~~2021, the Company’s accumulated other comprehensive loss ~~into earnings.~~relates to foreign currency translation adjustments.

Three Months Ended September 30, 2021
Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss
(In thousands)
Balance at July 1 $ (104,089) $ (104,089)
Other comprehensive loss (99,308) (99,308)
Balance at September 30 $ (203,397) $ (203,397)

Three Months Ended September 30, 2020
Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income
(In thousands)
Balance at July 1 $ (124,312) $ (124,312)
Other comprehensive income before reclassifications 16,205 16,205
Amounts reclassified into earnings (4) (4)
Net period other comprehensive income 16,201 16,201
Balance at September 30 $ (108,111) $ (108,111)

Nine Months Ended September 30, 2021
Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss
(In thousands)
Balance at January 1 $ (81,454) $ (81,454)
Other comprehensive loss (121,943) (121,943)
Balance at September 30 $ (203,397) $ (203,397)

Nine Months Ended September 30, 2020
Foreign Currency Translation Adjustment Unrealized Loss on Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income
(In thousands)
Balance at January 1 $ (136,349) $ — $ (136,349)
Other comprehensive income (loss) before reclassifications 13,998 (1) 13,997
Amounts reclassified into earnings (168) — (168)
Net period other comprehensive income (loss) 13,830 (1) 13,829
Allocation of accumulated other comprehensive loss related to the noncontrolling interests 628 — 628
Separation of IAC 13,780 1 13,781
Balance at September 30 $ (108,111) $ — $ (108,111)


	Three Months Ended March 31,
	2022		2021

	(In thousands)
Balance at January 1	$	(223,754)	$	(81,454)
Other comprehensive loss	(45,463)		(20,576)





Balance at March 31	$	(269,217)	$	(102,030)

At both ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ 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 8—6—EARNINGS PER SHARE

As a result of the Separation on June 30, 2020, weighted average basic and dilutive shares outstanding for all periods prior to the Separation reflect the share position of Former IAC multiplied by the Separation exchange ratio of 2.1584. The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:

Three Months Ended September 30,
2021 2020
Basic Diluted Basic Diluted
(In thousands, except per share data)
Numerator
Net earnings from continuing operations $ 130,901 $ 130,901 $ 140,113 $ 140,113
Net loss attributable to noncontrolling interests 309 309 586 586
Impact from subsidiaries’ dilutive securities from continuing operations — (51) — (395)
Interest on dilutive Exchangeable Notes, net of income tax(b)
— 4,075 — 4,070
Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 131,210 $ 135,234 $ 140,699 $ 144,374
Net earnings from discontinued operations attributable to shareholders $ — $ — $ 508 $ 508
Net earnings attributable to Match Group, Inc. shareholders $ 131,210 $ 135,234 $ 141,207 $ 144,882
Denominator
Weighted average basic shares outstanding 276,955 276,955 260,744 260,744
Dilutive securities(c)(d)
— 14,834 — 19,790
Dilutive shares from Exchangeable Notes, if-converted(b)
— 25,162 — 25,162
Denominator for earnings per share—weighted average shares(b)(c)(d)
276,955 316,951 260,744 305,696
Earnings per share:
Earnings per share from continuing operations $ 0.47 $ 0.43 $ 0.54 $ 0.47
Earnings per share from discontinued operations, net of tax $ — $ — $ 0.00 $ 0.00
Earnings per share attributable to Match Group, Inc. shareholders $ 0.47 $ 0.43 $ 0.54 $ 0.47

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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


		Nine Months Ended September 30,									Three Months Ended March 31,
		2021				2020					2022				2021
		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		$	444,769	$	444,769	$	439,044	$	439,044
Net loss (earnings) attributable to noncontrolling interests		1,077		1,077		(59,999)		(59,999)
Impact from subsidiaries’ dilutive securities from continuing operations(a)		—		(907)		—		(9,823)
Net earnings										Net earnings	$	180,607	$	180,607	$	173,848	$	173,848
Net (earnings) loss attributable to noncontrolling interests										Net (earnings) loss attributable to noncontrolling interests	(74)		(74)		402		402
Impact from subsidiaries’ dilutive securities										Impact from subsidiaries’ dilutive securities	—		(98)		—		(467)
Interest on dilutive Exchangeable Notes, net of income tax~~(b)~~(a)	Interest on dilutive Exchangeable Notes, net of income tax~~(b)~~(a)	—		12,225		—		12,209		Interest on dilutive Exchangeable Notes, net of income tax~~(b)~~(a)	—		3,339		—		4,075
Net earnings from continuing operations attributable to Match Group, Inc. shareholders		$	445,846	$	457,164	$	379,045	$	381,431
Net earnings attributable to Match Group, Inc. shareholders										Net earnings attributable to Match Group, Inc. shareholders	$	180,533	$	183,774	$	174,250	$	177,858

Earnings (loss) from discontinued operations, net of tax		$	509	$	509	$	(366,070)	$	(366,070)
Net loss attributable to noncontrolling interests of discontinued operations		—		—		319		319
Impact from subsidiaries’ dilutive securities from discontinued operations(a)		—		—		—		(240)
Net earnings (loss) from discontinued operations attributable to shareholders		509		509		(365,751)		(365,991)
Net earnings attributable to Match Group, Inc. shareholders		$	446,355	$	457,673	$	13,294	$	15,440

Denominator	Denominator									Denominator
Weighted average basic shares outstanding	Weighted average basic shares outstanding	272,316		272,316		209,113		209,113		Weighted average basic shares outstanding	284,459		284,459		268,649		268,649
Dilutive securities~~(d)~~(c)	Dilutive securities~~(d)~~(c)	—		15,439		—		11,432		Dilutive securities~~(d)~~(c)	—		7,116		—		16,774
Dilutive shares from Exchangeable Notes, if-converted~~(b)~~(a)	Dilutive shares from Exchangeable Notes, if-converted~~(b)~~(a)	—		25,162		—		18,853		Dilutive shares from Exchangeable Notes, if-converted~~(b)~~(a)	—		15,327		—		25,162
Denominator for earnings per share—weighted average shares~~(d)~~(c)	Denominator for earnings per share—weighted average shares~~(d)~~(c)	272,316		312,917		209,113		239,398		Denominator for earnings per share—weighted average shares~~(d)~~(c)	284,459		306,902		268,649		310,585

Earnings per share:	Earnings per share:									Earnings per share:
Earnings per share from continuing operations		$	1.64	$	1.46	$	1.81	$	1.59
Earnings (loss) per share from discontinued operations, net of tax		$	0.00	$	0.00	$	(1.75)	$	(1.53)

Earnings per share attributable to Match Group, Inc. shareholders	Earnings per share attributable to Match Group, Inc. shareholders	$	1.64	$	1.46	$	0.06	$	0.06	Earnings per share attributable to Match Group, Inc. shareholders	$	0.63	$	0.60	$	0.65	$	0.57

______________________

(a)Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares. For the nine months ended September 30, 2020, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards and ANGI to settle certain ANGI equity awards.

~~(b)~~The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, 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 shares were included for the same set of notes at the Match Group exchange rates. For the three and nine months ended September 30, 2020, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

~~taxes, incurred on the 2022, 2026, and 2030 Exchangeable Notes and dilutive shares were included for the same set of notes at the Former IAC exchange rates multiplied by the Separation exchange ratio.~~

~~(c)~~(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 denominated equity and vesting of restricted stock units. For ~~both~~ the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022and 2021, ~~1.3~~1.2 million and 0.7 million potentially dilutive securities, ~~and for both the three and nine months ended September 30, 2020, 13.4 million potentially dilutive securities,~~respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

~~(d)~~(c)Market-based awards and performance-based restriced 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 nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~0.6~~1.4 million and 0.5 million shares, ~~underlying market-based awards and PSUs, and for both the three and nine months ended September 30, 2020, 0.3 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 9—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:


		September 30, 2021		December 31, 2020		September 30, 2020		December 31, 2019			March 31, 2022		December 31, 2021		March 31, 2021		December 31, 2020

		(In thousands)									(In thousands)
Cash and cash equivalents	Cash and cash equivalents	$	511,311	$	739,164	$	398,884	$	465,676	Cash and cash equivalents	$	912,434	$	815,384	$	845,696	$	739,164
Restricted cash included in other current assets	Restricted cash included in other current assets	131		138		132		127		Restricted cash included in other current assets	125		128		134		138
Cash, cash equivalents, and restricted cash included in current assets of discontinued operations		—		—		—		2,674,146
Restricted cash included in non-current assets of discontinued operations		—		—		—		409

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	$	511,442	$	739,302	$	399,016	$	3,140,358	Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows	$	912,559	$	815,512	$	845,830	$	739,302

NOTE ~~10—~~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 1 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.

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

and Match Group. See ~~See~~ Sean Rad et al. v. IAC/InterActiveCorp and Match Group, Inc., No. 654038/2018 (Supreme Court, New York County). The complaint ~~alleges~~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 ~~asserts~~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 ~~seeks~~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. The 4 former plaintiffs’ request to stay the arbitration was denied on January 28, 2021, and arbitration is scheduled to begin on February 7, 2022. On August 24, 2021, the arbitrator granted our summary judgement 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 are now 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 is scheduled to begincommenced on November 8, 2021. ~~Our consolidated financial statements do not reflect any provision for~~On December 1, 2021, the parties

entered into a ~~loss with respect~~Binding Global Settlement Agreement Term Sheet, pursuant to ~~this lawsuit, as~~which we ~~do not believe there is a probable likelihood of an unfavorable outcome. However, given the uncertainties inherent~~will pay $441 million in ~~jury trials~~2022 to settle all claims in trial and that trial is now imminent, there is at least a reasonable possibility of an exposure to loss, which could be anywhere between a nominal amount and $2.5 billion. We believe that the allegations against Former Match Group and Match Group in ~~this lawsuit are without merit and will continue to defend vigorously against them.~~arbitration.

FTC Lawsuit Against Former Match Group

On September 25, 2019, the ~~United States Federal Trade Commission (the “FTC”)~~FTC filed a lawsuit in federal district court in Texas against Former Match Group. See ~~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 ~~issues~~issued a decision in the consolidated appeal of FederalTrade Commission v. Credit Bureau Center, LLC andAMG Capital Management, LLC v. FTC.On April 22, 2021, the Supreme Court issued its decision, ~~rejecting~~ruling that the FTC ~~has the ability to~~cannot seek equitable monetary relief ~~using~~under Section 13(b) of the FTC Act. ~~Our consolidated financial statements do not reflect any provision for a loss~~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 ~~this lawsuit, as we do not believe there is a probable likelihood of an unfavorable outcome.~~

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~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

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. 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 ~~11—~~9—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

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Former Match Group’s IPO in November 2015 (the “IPO Agreements”) and include: a tax matters agreement; a 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. ~~Match Group also leased office space from IAC in New York City through June 2021.~~ For the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the Company received less than $0.1 million from IAC pursuant to the Los Angeles lease. ~~For the nine months ended September 30, 2021, the Company paid $0.3 million to IAC pursuant to the New York City lease.~~

Match Group has a receivable balance of $0.2 million due from IAC at ~~September 30, 2021.~~March 31, 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 ~~September 30, 2021,~~March 31, 2022, Match Group is obligated to remit to IAC ~~$1.4~~$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 ~~September 30, 2021,~~March 31, 2022, a receivable of ~~$1.9~~$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 ~~September 30, 2021,~~March 31, 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.

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

For the three ~~and nine~~ months ended ~~September 30, 2021, the Company paid IAC less than $0.1 million related to services provided by IAC under the transition services agreement. For the three and nine months ended September 30, 2021,~~March 31, 2022, the Company received ~~$3.7~~$0.4 million ~~and $3.9 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. In addition, Match Group employees participated in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan through December 31, 2020, and Match Group reimbursed IAC for the costs of such participation pursuant to the amended and restated employee matters agreement. Match Group

~~established its own employee benefit plans effective January 1, 2021.~~

For the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, the Company paid IAC less than $0.1 million ~~and $0.1 million, respectively,~~ for the cost of IAC equity awards held by the Company’s employees upon vesting. At ~~September 30, 2021,~~March 31, 2022, the Company has accrued ~~$1.4~~$0.9 million as the estimated cost due to IAC for IAC equity awards held by Match Group employees.

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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.

~~NOTE 12—SUBSEQUENT EVENTS~~

~~Repurchase of 2022 Exchangeable Notes~~

~~In September 2021, we entered into various transactions resulting in the repurchase of a portion of our 2022 Exchangeable Notes. In connection therewith, we:~~

•~~Entered into agreements to repurchase approximately $414 million aggregate principal amount of our outstanding 2022 Exchangeable Notes.~~

•~~Entered into agreements to unwind a proportionate amount of outstanding hedges and warrants corresponding to the 2022 Exchangeable Notes to be repurchased.~~

•~~Commenced a registered direct offering of shares of our common stock to the holders of the 2022 Exchangeable Notes to be repurchased.~~

•~~Commenced a private offering of $500 million aggregate principal amount of senior notes due 2031.~~

~~These transactions were completed on October 4, 2021, resulting in our:~~

•~~Issuance of 5,534,098 shares of our common stock at a price of $158.83 per share.~~

•~~Issuance of $500 million aggregate principal amount of 3.625% senior notes due 2031.~~

•~~Unwind of hedges and warrants for net cash proceeds of approximately $201 million.~~

~~Table of Contents~~

~~MATCH GROUP, INC. AND SUBSIDIARIES~~

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

the net proceeds from the senior notes offering (with the balance of the net proceeds from the senior notes offering being used for general corporate purposes), and (iii) the net proceeds from the note hedges and warrants unwind.

•Recognizing a gain from the decrease in our stock price from September 30, 2021 to October 4, 2021 related to the settlement of the embedded derivative associated with the transaction and discussed further in “Note 5—Financial Instruments.”

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

~~2021 Developments~~

On March 26, 2021, Match Group Holdings II, LLC (“MG Holdings II”), amended its credit agreement to provide for a $400 million incremental “delayed draw” term loan facility (“Delayed Draw Term Loan”), the proceeds of which could be used only to finance a portion of the consideration for the acquisition of Hyperconnect Inc. (“Hyperconnect”). The Delayed Draw Term Loan was terminated effective June 18, 2021 according to its terms.

On June 17, 2021, Match Group completed the acquisition of Hyperconnect. The purchase price was $1.75 billion, net of cash acquired. The acquisition was funded with cash on hand and the issuance of 5.9 million shares of Match Group common stock.

~~Repurchase of 2022 Exchangeable Notes~~

~~In September 2021, we entered into various transactions, which ultimately resulted in the repurchase of a portion of our 2022 Exchangeable Notes. In connection therewith, we:~~

•~~Entered into agreements to repurchase approximately $414 million aggregate principal amount of our outstanding 2022 Exchangeable Notes;~~

•~~Entered into agreements to unwind a proportionate amount of outstanding hedges and warrants corresponding to the 2022 Exchangeable Notes to be repurchased;~~

•~~Commenced a registered direct offering of shares of our common stock to the holders of the 2022 Exchangeable Notes to be repurchased; and~~

•~~Commenced a private offering of $500 million aggregate principal amount of senior notes due 2031.~~

~~These transactions were completed on October 4, 2021, resulting in our:~~

•~~Issuance of 5,534,098 shares of our common stock at a price of $158.83 per share;~~

•~~Issuance of $500 million aggregate principal amount of 3.625% senior notes due 2031;~~

•~~Unwind of exchangeable note hedges and warrants for net cash proceeds of approximately $201 million; and~~

•Repurchase of approximately $414 million aggregate principal amount of 2022 Exchangeable Notes for approximately $1.5 billion, including accrued and unpaid interest on the repurchased notes, funded with (i) the net proceeds from the common stock offering, (ii) approximately $420 million of the net proceeds from the senior notes offering (with the balance of the net proceeds from the senior notes offering being used for general corporate purposes), and (iii) the net proceeds from the hedge and warrant unwind.

In connection with these transactions, our third quarter 2021 income statement reflects a loss of $41.3 million, included in other expense, net, primarily related to the change in fair value from September 22 through the end of the period of an embedded derivative recognized upon the execution of the agreements described above. In the fourth quarter of 2021, we will recognize a gain of $24.0 million based on the changes in fair value of this embedded derivative until its settlement on October 4. Our balance sheet as of September 30, 2021, reflects (i) a $207.0 million obligation to pay cash in excess of the principal amount of the 2022 Exchangeable Notes we agreed to repurchase (allocated between current and long-term liabilities in relation to the amount expected to be funded by short and long-term assets, respectively), (ii) a $200.8 million net receivable relating to the agreements to unwind the corresponding hedges and warrants, and (iii) a $38.6 million liability for the fair value of the embedded derivative.

~~Table of Contents~~

~~Updated Operating and Financial Metrics~~

In 2021, we have adjusted our key operating and financial data to provide better insight into the performance of our business. We are disclosing this data in three geographic areas—Americas, Europe, and APAC and Other.

Additionally, rather than presenting Average Subscribers and Average Revenue per Subscriber (“ARPU”), we now present Payers and Revenue Per Payer (“RPP”) (as defined below). Unlike Average Subscribers, which included only users who purchase a subscription and were counted on a daily basis, Payers include all users from whom we earn revenue (including those who make only à la carte purchases) and are counted as unique users in a given month. Similarly, ARPU was a daily metric and included Direct Revenue sourced from subscribers only, whereas RPP is a monthly metric and includes all Direct Revenue. We believe that Payers and RPP, which account for non-subscriber users and the associated revenue, is more useful in evaluating the performance of our business.

We believe presenting Direct Revenue, Payers, and RPP in three geographic regions enables investors to better understand our operating performance and is appropriate given our expanding global footprint. The new metrics also better account for the increasing à la carte revenue as a percentage of total revenue that the company earns and enhance comparability with our peers.

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.

•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 ~~fees~~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.

~~Table of Contents~~

•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.

Long-term debt:

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

Table of ~~December 31, 2020, there was $0.2 million in outstanding letters of credit and $749.8 million of availability under the Credit Facility.~~Contents

•Term Loan - The term loan facility under the credit agreement of MG Holdings II. At December 31, ~~2020,~~2021, the Term Loan bore interest at LIBOR plus 1.75% and the then applicable rate was ~~1.96%~~1.91%. As of ~~September 30, 2021,~~March 31, 2022, the applicable rate was ~~1.87%~~2.22% 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 ~~September 30, 2021,~~March 31, 2022, $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 ~~September 30, 2021,~~March 31, 2022, $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 ~~September 30, 2021,~~March 31, 2022, $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 ~~September 30, 2021,~~March 31, 2022, $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 March 31, 2022, $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 ~~September 30, 2021, $517.5~~March 31, 2022, $84.9 million aggregate principal amount was outstanding. ~~On October 4, 2021, $414.0 million aggregate principal amount was repurchased.~~

•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 ~~September 30, 2021,~~March 31, 2022, $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 ~~September 30, 2021,~~March 31, 2022, $575 million aggregate principal amount was outstanding.

~~Table of Contents~~

Non-GAAP financial measure:

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

Management Overview

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, ~~2020.~~2021.

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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 nine~~ months ended ~~September 30, 2021 compared to the three and nine months ended September 30, 2020~~

~~Revenue~~
Three Months Ended September 30, Nine Months Ended September 30,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
(In thousands, except RPP)
Direct Revenue:
Americas $ 393,613 $ 56,821 17% $ 336,792 $ 1,112,263 $ 195,533 21% $ 916,730
Europe 217,680 36,053 20% 181,627 603,281 111,114 23% 492,167
APAC and Other 174,432 64,585 59% 109,847 419,684 118,750 39% 300,934
Total Direct Revenue 785,725 157,459 25% 628,266 2,135,228 425,397 25% 1,709,831
Indirect Revenue 16,110 4,606 40% 11,504 41,979 11,948 40% 30,031
Total Revenue $ 801,835 $ 162,065 25% $ 639,770 $ 2,177,207 $ 437,345 25% $ 1,739,862
Percentage of Total Revenue:
Direct Revenue:
Americas 49% 53% 51% 53%
Europe 27% 28% 28% 28%
APAC and Other 22% 17% 19% 17%
Total Direct Revenue 98% 98% 98% 98%
Indirect Revenue 2% 2% 2% 2%
Total Revenue 100% 100% 100% 100%
Payers:
Americas 8,309 854 11% 7,455 7,935 941 13% 6,994
Europe 4,710 556 13% 4,154 4,433 472 12% 3,961
APAC and Other 3,284 867 36% 2,417 2,862 471 20% 2,391
Total 16,303 2,277 16% 14,026 15,230 1,884 14% 13,346
RPP:
Americas $ 15.79 $ 0.73 5% $ 15.06 $ 15.57 $ 1.01 7% $ 14.56
Europe $ 15.41 $ 0.84 6% $ 14.57 $ 15.12 $ 1.31 10% $ 13.81
APAC and Other $ 17.71 $ 2.56 17% $ 15.15 $ 16.29 $ 2.30 16% $ 13.99
Total $ 16.06 $ 1.13 8% $ 14.93 $ 15.58 $ 1.34 9% $ 14.24

~~For the three months ended September 30, 2021~~March 31, 2022 compared to the three months ended ~~September 30, 2020~~March 31, 2021

Revenue


	Three Months Ended March 31,
		2022		$ Change		% Change	2021

		(In thousands, except RPP)
Direct Revenue:
Americas		$	399,978	$	55,716	16%	$	344,262
Europe		215,328		26,269		14%	189,059
APAC and Other		168,527		46,667		38%	121,860
Total Direct Revenue		783,833		128,652		20%	655,181
Indirect Revenue		14,798		2,367		19%	12,431
Total Revenue		$	798,631	$	131,019	20%	$	667,612









Percentage of Total Revenue:
Direct Revenue:
Americas		50%					52%
Europe		27%					28%
APAC and Other		21%					18%
Total Direct Revenue		98%					98%
Indirect Revenue		2%					2%
Total Revenue		100%					100%



Payers:
Americas		8,159		564		7%	7,595
Europe		4,732		477		11%	4,255
APAC and Other		3,443		876		34%	2,567
Total		16,334		1,917		13%	14,417



RPP:
Americas		$	16.34	$	1.23	8%	$	15.11
Europe		$	15.17	$	0.36	2%	$	14.81
APAC and Other		$	16.32	$	0.49	3%	$	15.83
Total		$	16.00	$	0.85	6%	$	15.15

Americas Direct Revenue grew ~~$56.8~~$55.7 million, or ~~17%~~16%, in ~~2021~~2022 versus ~~2020,~~2021, driven by ~~11%~~8% growth in ~~Payers~~RPP and 5%7% growth in ~~RPP.~~Payers. RPP growth was driven by both higher subscriptions and increased à la carte purchases at Tinder and Hinge. Growth in Payers was primarily driven by Tinder with contributions from Hinge and the Swipe Apps (BLK, Chispa, and Upward)~~. RPP growth was driven~~, partially offset by ~~both subscriptions~~decreases at Match, Match Affinity, and ~~à la carte purchases at Hinge and Tinder.~~PlentyOfFish.

Europe Direct Revenue grew ~~$36.1~~$26.3 million, or ~~20%~~14%, in ~~2021~~2022 versus ~~2020,~~2021, driven by ~~13%~~11% growth in Payers and 6%2% growth in RPP. Growth in Payers ~~and RPP~~ was primarily due to Tinder and the acquisition of ~~Hyperconnect.~~Hyperconnect in the second quarter of 2021. RPP growth was ~~favorably impacted~~driven by Tinder and the ~~increased~~acquisition of Hyperconnect, which has a higher RPP relative to our other brands, offset by unfavorable impacts from the strength of the ~~British pound and the Euro~~U.S. dollar compared to the ~~U.S. dollar~~Euro between the two periods.

~~Asia~~APAC and Other Direct Revenue grew ~~$64.6~~$46.7 million, or ~~59%~~38%, in ~~2021~~2022 versus ~~2020,~~2021, driven by ~~36%~~34% growth in Payers and ~~17%~~3% growth in RPP. Payer growth was primarily driven by Tinder and the acquisition of ~~Hyperconnect with~~Hyperconnect.

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~~additional contributions from Tinder and Pairs.~~ RPP growth was primarily due to the acquisition of ~~Hyperconnect.~~Hyperconnect, but was partially offset by the strength of the U.S. dollar compared to the Japanese Yen and Turkish Lira.

Indirect Revenue increased primarily due to our receiving a higher rate per impression.

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

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

Cost of revenue (exclusive of depreciation)

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~


										Three Months Ended March 31,
										2022		$ Change		% Change	2021
		Three Months Ended September 30,
		2021		$ Change		% Change	2020			(Dollars in thousands)

		(Dollars in thousands)
Cost of revenue	Cost of revenue	$	232,211	$	62,388	37%	$	169,823	Cost of revenue	$	236,236	$	56,781	32%	$	179,455
Percentage of revenue	Percentage of revenue	29%					27%		Percentage of revenue	30%					27%

Cost of revenue increased primarily due to the acquisition of Hyperconnect. Excluding the increase from the Hyperconnect ~~in the second quarter~~acquisition, cost of ~~2021,~~revenue increased 17% primarily due to an increase ofin in-app purchase fees ~~paid~~of $19.6 million, as revenue continues to be increasingly sourced through mobile app ~~stores~~stores; an increase in hosting fees of ~~$25.7 million, excluding Hyperconnect; increases~~$6.6 million; and an increase in compensation ~~expense; and~~expense of $4.8 million related to increased ~~web hosting fees.~~

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~
Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Cost of revenue $ 604,765 $ 142,195 31% $ 462,570
Percentage of revenue 28% 27%

~~Cost of revenue increased primarily due to the factors described above~~costs in ~~the three-month discussion with an additional increase for the nine month period from partner-related cost associated with live streaming at PlentyOfFish.~~customer care.

Selling and marketing expense

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~


		Three Months Ended September 30,								Three Months Ended March 31,
		2021		$ Change		% Change	2020			2022		$ Change		% Change	2021

		(Dollars in thousands)								(Dollars in thousands)
Selling and marketing expense	Selling and marketing expense	$	153,388	$	23,529	18%	$	129,859	Selling and marketing expense	$	151,888	$	6,900	5%	$	144,988
Percentage of revenue	Percentage of revenue	19%					20%		Percentage of revenue	19%					22%

Selling and marketing expense increased primarily due to the acquisition of Hyperconnect. Excluding Hyperconnect, ~~in the second quarter of 2021, increases in~~selling and marketing expense decreased $7.7 million due to lower marketing spend at multiple brands.

General and administrative expense


	Three Months Ended March 31,
	2022		$ Change		% Change	2021

	(Dollars in thousands)
General and administrative expense	$	100,705	$	13,040	15%	$	87,665
Percentage of revenue	13%					13%

Excluding Hyperconnect and related acquisition expenses incurred in 2021, general and administrative expense increased 13% primarily ~~at Tinder, and~~due to an increase in compensation expense of ~~$2.0 million.~~

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~
Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Selling and marketing expense $ 427,294 $ 82,144 24% $ 345,150
Percentage of revenue 20% 20%

~~Selling and marketing expense increased primarily due to the factors described above in the three-month discussion.~~

~~Table of Contents~~

~~General and administrative expense~~

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~
Three Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
General and administrative expense $ 103,502 $ 14,541 16% $ 88,961
Percentage of revenue 13% 14%

General and administrative expense increased primarily due to the acquisition of Hyperconnect in the second quarter of 2021, an increase in legal and other professional fees of $6.5 million, and increases in other miscellaneous costs, partially offset by a decrease in employee compensation as the 2020 period included an expense for the modification of a stock-based compensation award.

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~
Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
General and administrative expense $ 304,560 $ 68,076 29% $ 236,484
Percentage of revenue 14% 14%

~~General and administrative expense increased primarily due to the acquisition of Hyperconnect in the second quarter of 2021, an increase in compensation expense of $14.3~~$6.1 million primarily related to 1) an increase in stock-based compensation expense associated with new awards granted in the current year, partially offset by ~~the non-recurrence of~~lower modification expense ~~for the modifications of certain awards~~ in ~~2020,~~2022, and 2) an increase in ~~legal and other professional~~headcount; an increase in software license fees ~~$7.5 million~~ of ~~professional fees associated with the acquisition of Hyperconnect, and other miscellaneous costs.~~

~~Product development expense~~

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~
Three Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Product development expense $ 66,974 $ 27,694 71% $ 39,280
Percentage of revenue 8% 6%

~~Product development expense increased primarily due to the acquisition of Hyperconnect~~$2.3 million; and an increase in ~~compensation expense~~travel and entertainment expenses of ~~$12.6~~$2.4 million ~~primarily due~~as our return to ~~increases in headcount at both Tinder and Hinge, and an increase in stock-based compensation.~~

~~For the nine months ended September 30, 2021 compared~~office activities continue to ~~the nine months ended September 30, 2020~~

Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Product development expense $ 174,683 $ 49,704 40% $ 124,979
Percentage of revenue 8% 7%

~~Product development expense increased primarily due to the factors described above in the three-month discussion.~~progress.

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~~Depreciation~~Product development expense

~~For the three months ended September 30, 2021 compared~~


	Three Months Ended March 31,
	2022		$ Change		% Change	2021

	(Dollars in thousands)
Product development expense	$	78,794	$	23,218	42%	$	55,576
Percentage of revenue	10%					8%

Product development expense increased in part due to the ~~three months ended September 30, 2020~~

Three Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Depreciation $ 10,104 $ (1,117) (10)% $ 11,221
Percentage of revenue 1% 2%

~~Depreciation decreased~~acquisition of Hyperconnect. Excluding Hyperconnect, product development expense increased 28% primarily due to ~~a decrease~~an increase in ~~computer hardware~~compensation expense of $11.4 million primarily related to increased headcount at Tinder and ~~capitalized software placed into service.~~Hinge, and an increase in stock-based compensation associated with new awards granted in the current year.

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~Depreciation


		Nine Months Ended September 30,								Three Months Ended March 31,
		2021		$ Change		% Change	2020			2022		$ Change		% Change	2021

		(Dollars in thousands)								(Dollars in thousands)
Depreciation	Depreciation	$	30,622	$	338	1%	$	30,284	Depreciation	$	10,497	$	40	—%	$	10,457
Percentage of revenue	Percentage of revenue	1%					2%		Percentage of revenue	1%					2%

Depreciation was flat compared to the prior year period.

Amortization of intangibles

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~


		Three Months Ended September 30,								Three Months Ended March 31,
		2021		$ Change		% Change	2020			2022		$ Change		% Change	2021

		(Dollars in thousands)								(Dollars in thousands)
Amortization of intangibles	Amortization of intangibles	$	15,066	$	14,607	NM	$	459	Amortization of intangibles	$	12,693	$	12,480	NM	$	213
Percentage of revenue	Percentage of revenue	2%					—%		Percentage of revenue	2%					—%

________________________

NM = not meaningful

Amortization of intangibles increased primarily due to an increase in definite-lived intangibles related to the acquisition of ~~Hyperconnect in the second quarter of 2021.~~

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Amortization of intangibles $ 15,521 $ 8,259 114% $ 7,262
Percentage of revenue 1% —%

~~Amortization increased as a result of the factor described above in the three-month discussion.~~Hyperconnect.

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Operating income and Adjusted ~~EBITDA~~Operating Income


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended March 31,
		2021		$ Change		% Change	2020		2021		$ Change		% Change	2020				2022		$ Change		% Change	2021

		(Dollars in thousands)																(Dollars in thousands)
Operating income	Operating income	$	220,590	$	20,423	10%	$	200,167	$	619,762	$	86,629	16%	$	533,133	Operating income		$	207,818	$	18,560	10%	$	189,258

Percentage of revenue	Percentage of revenue	28%					31%		28%					31%		Percentage of revenue		26%					28%

Adjusted EBITDA		$	285,329	$	36,147	15%	$	249,182	$	777,986	$	126,660	19%	$	651,326
Adjusted Operating Income																Adjusted Operating Income		$	273,303	$	43,259	19%	$	230,044

Percentage of revenue	Percentage of revenue	36%					39%		36%					37%		Percentage of revenue		34%					34%

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

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~

Operating income and Adjusted ~~EBITDA~~Operating Income increased 10% or $18.6 million and ~~15%,~~19% or $43.3 million, respectively, primarily driven by ~~Payer and RPP~~the increase in revenue of $131.0 million which was driven by 1) growth ~~at a number of brands. Operating income and Adjusted EBITDA were further impacted by the acquisition of Hyperconnect, higher product development expenses from increased headcount~~ at Tinder and Hinge, ~~higher general~~ and ~~administrative expense primarily related to higher legal~~2) the acquisition of Hyperconnect; and ~~other professional fees, and higher cost of revenue primarily due to in-app purchase fees; partially offset by~~ lower selling ~~and~~ marketing expense as a percentage of ~~revenue.~~revenue; partially offset by an increase in cost of revenue due to higher in-app fees, as revenue continues to shift to mobile app stores, and an increase in product and development expense primarily due to increases in compensation expense. Operating income was further impacted by higher amortization of intangibles due to the acquisition of Hyperconnect and higher stock-based compensation expense, primarily due to new grants made during the year and new grants associated with the Hyperconnect acquisition, partially offset by expense for an award modification in 2020.

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

Operating income and Adjusted EBITDA increased 16% and 19%, respectively, primarily driven by the factors described above in the three-month discussion. Operating income was further impacted by higher non-cash compensation and amortization of intangibles.Hyperconnect.

At ~~September 30, 2021,~~March 31, 2022, there was ~~$310.8~~$458.9 million of unrecognized compensation cost, net of estimated forfeitures, related to ~~all~~ equity-based awards, which is expected to be recognized over a weighted average period of approximately ~~2.5~~2.9 years.

Interest expense


	Three Months Ended March 31,
	2022		$ Change		% Change	2021

	(Dollars in thousands)
Interest expense	$	34,896	$	3,058	10%	$	31,838

Interest expense increased primarily due to the issuance of the 3.625% Senior Notes on October 4, 2021; partially offset by decreases due to the settlement of a portion of the 2022 Exchangeable Notes.

Other income (expense), net


	Three Months Ended March 31,
	2022		$ Change		% Change	2021

	(Dollars in thousands)
Other income (expense), net	$	818	$	2,137	NM	$	(1,319)

Other income, net in 2022 includes mark-to-market adjustments pertaining to a liability classified equity instrument.

Other expense, net in 2021 includes foreign currency losses of $1.6 million, partially offset by interest income of $0.2 million.

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~~Interest expense~~

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~

Three Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Interest expense $ 31,850 $ (159) —% $ 32,009

~~Interest expense was flat compared to prior year period.~~

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Interest expense $ 95,907 $ (2,747) (3)% $ 98,654

Interest expense decreased primarily due to the lower interest rate on the 4.625% Senior Notes compared to the 6.375% Senior Notes, which were issued and redeemed, respectively, in the prior period, and a lower LIBOR rate on the Term Loan in the current period.

~~Other (expense) income, net~~

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~

Three Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Other expense, net $ (39,212) $ (37,289) NM $ (1,923)

Other expense, net in 2021 includes a $38.6 million loss related to the changes in fair value of an embedded derivative arising from our definitive agreements to repurchase a portion of the 2022 Exchangeable Notes (the “Repurchase Agreements”). Additionally, other expense, net includes a $5.2 million inducement expense arising from the Repurchase Agreements, offset by $2.4 million of gains on the net settlement of the bond hedge and warrants between the date of the Repurchase Agreements and the measurement date on September 30, 2021. Other expense, net also includes, foreign currency gains of $1.4 million, and gains of $0.6 million related to mark-to-market adjustments pertaining to certain equity instruments.

~~Other expense, net in 2020 includes foreign currency losses of $1.3 million.~~

~~For the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Other (expense) income, net $ (40,886) $ (60,227) NM $ 19,341

Other expense, net in 2021 includes a $38.6 million loss on derivative discussed above, a $5.2 million inducement expense as we entered into definitive agreements in the third quarter of 2021 to repurchase a portion of the 2022 Exchangeable Notes, partially offset by gains of $2.4 million on the net settlement of the bond hedges and warrants between the definitive agreement date and the measurement date on September 30, 2021.

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Other income, net in 2020 includes a favorable legal settlement of $35.0 million, foreign currency gains of $1.4 million, and interest income of $2.5 million, partially offset by a loss on redemption of bonds of $16.5 million.

Income tax provision

~~For the three months ended September 30, 2021 compared to the three months ended September 30, 2020~~


		Three Months Ended September 30,								Three Months Ended March 31,
		2021		$ Change		% Change	2020			2022		$ Change		% Change	2021

		(Dollars in thousands)								(Dollars in thousands)
Income tax provision		$	18,627	$	(7,495)	(29)%	$	26,122
Income tax benefit									Income tax benefit	$	(6,867)	$	10,880	(61)%	$	(17,747)
Effective income tax rate	Effective income tax rate	12%					16%		Effective income tax rate	NM					NM

The income tax provision in each of ~~2021~~2022 and ~~2020~~2021 benefited from excess tax benefits generated by the exercise or vesting of stock-based awards.

~~For~~ In addition, the ~~nine months ended September 30, 2021 compared to the nine months ended September 30, 2020~~

Nine Months Ended September 30,
2021 $ Change % Change 2020
(Dollars in thousands)
Income tax provision $ 38,200 $ 23,424 159% $ 14,776
Effective income tax rate 8% 3%

~~The income tax provision in each of 2021 and 2020~~2022 period benefited from ~~excess~~a lower tax ~~benefits generated by the exercise or vesting of stock-based awards, partially offset in the 2020 period by a non-recurring increase in the valuation allowance for~~rate on U.S. income derived from foreign ~~tax credits.~~sources.

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 ~~11—~~9—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 ~~EBITDA~~Operating Income and Revenue excluding foreign exchange effects, both of which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”). Adjusted ~~EBITDA~~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 ~~the performance of~~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 ~~EBITDA~~Operating Income

Adjusted ~~Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)~~Operating Income is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, as applicable. We believe ~~Adjusted EBITDA~~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 ~~EBITDA~~Operating Income measure because they are non-cash in nature. Adjusted ~~EBITDA~~Operating Income has certain limitations because it excludes the impact of certain expenses.

Non-Cash Expenses That Are Excluded From Adjusted ~~EBITDA~~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, ~~the Company remits~~we remit the required tax-withholding amounts from ~~its~~ current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, 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 earnings attributable to Match Group, Inc. shareholders to operating income and Adjusted ~~EBITDA:~~Operating Income:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2021		2020		2021		2020				2022		2021

		(In thousands)										(In thousands)
Net earnings attributable to Match Group, Inc. shareholders	Net earnings attributable to Match Group, Inc. shareholders	$	131,210	$	141,207	$	446,355	$	13,294	Net earnings attributable to Match Group, Inc. shareholders		$	180,533	$	174,250
Add back:	Add back:									Add back:
Net (loss) earnings attributable to noncontrolling interests		(309)		(586)		(1,077)		59,680
(Earnings) loss from discontinued operations, net of tax		—		(508)		(509)		366,070
Income tax provision		18,627		26,122		38,200		14,776
Other expense (income), net		39,212		1,923		40,886		(19,341)
Net earnings (loss) attributable to noncontrolling interests										Net earnings (loss) attributable to noncontrolling interests		74		(402)

Income tax benefit										Income tax benefit		(6,867)		(17,747)
Other (income) expense, net										Other (income) expense, net		(818)		1,319
Interest expense	Interest expense	31,850		32,009		95,907		98,654		Interest expense		34,896		31,838
Operating Income	Operating Income	220,590		200,167		619,762		533,133		Operating Income		207,818		189,258
Stock-based compensation expense	Stock-based compensation expense	39,569		37,335		112,081		80,647		Stock-based compensation expense		42,295		30,116
Depreciation	Depreciation	10,104		11,221		30,622		30,284		Depreciation		10,497		10,457
Amortization of intangibles	Amortization of intangibles	15,066		459		15,521		7,262		Amortization of intangibles		12,693		213

Adjusted EBITDA		$	285,329	$	249,182	$	777,986	$	651,326
Adjusted Operating Income										Adjusted Operating Income		$	273,303	$	230,044

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 nine~~ months ended ~~September 30, 2021,~~March 31, 2022, compared to the three ~~and nine~~ months ended ~~September 30, 2020:~~March 31, 2021:

Three Months Ended September 30, Nine Months Ended September 30,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
(Dollars in thousands)
Revenue, as reported $ 801,835 $ 162,065 25% $ 639,770 $ 2,177,207 $ 437,345 25% $ 1,739,862
Foreign exchange effects (3,781) (46,235)
Revenue excluding foreign exchange effects $ 798,054 $ 158,284 25% $ 639,770 $ 2,130,972 $ 391,110 22% $ 1,739,862
Americas Direct Revenue, as reported $ 393,613 $ 56,821 17% $ 336,792 $ 1,112,263 $ 195,533 21% $ 916,730
Foreign exchange effects (1,162) (1,809)
Americas Direct Revenue, excluding foreign exchange effects $ 392,451 $ 55,659 17% $ 336,792 $ 1,110,454 $ 193,724 21% $ 916,730
Europe Direct Revenue, as reported $ 217,680 $ 36,053 20% $ 181,627 $ 603,281 $ 111,114 23% $ 492,167
Foreign exchange effects (5,054) (38,138)
Europe Direct Revenue, excluding foreign exchange effects $ 212,626 $ 30,999 17% $ 181,627 $ 565,143 $ 72,976 15% $ 492,167
APAC and Other Direct Revenue, as reported $ 174,432 $ 64,585 59% $ 109,847 $ 419,684 $ 118,750 39% $ 300,934
Foreign exchange effects 2,575 (5,376)
APAC and Other Direct Revenue, excluding foreign exchange effects $ 177,007 $ 67,160 61% $ 109,847 $ 414,308 $ 113,374 38% $ 300,934
Three Months Ended September 30, Nine Months Ended September 30,
2021 $ Change % Change 2020 2021 $ Change % Change 2020
RPP, as reported $ 16.06 $ 1.13 8% $ 14.93 $ 15.58 $ 1.34 9% $ 14.24
Foreign exchange effects (0.08) (0.33)
RPP, excluding foreign exchange effects $ 15.98 $ 1.05 7% $ 14.93 $ 15.25 $ 1.01 7% $ 14.24
Americas RPP, as reported $ 15.79 $ 0.73 5% $ 15.06 $ 15.57 $ 1.01 7% $ 14.56
Foreign exchange effects (0.05) (0.03)
Americas RPP, excluding foreign exchange effects $ 15.74 $ 0.68 5% $ 15.06 $ 15.54 $ 0.98 7% $ 14.56
Europe RPP, as reported $ 15.41 0.84 6% $ 14.57 $ 15.12 1.31 10% $ 13.81
Foreign exchange effects (0.36) (0.53)
Europe RPP, excluding foreign exchange effects $ 15.05 $ 0.48 3% $ 14.57 $ 14.59 $ 0.78 6% $ 13.81
APAC and Other RPP, as reported $ 17.71 $ 2.56 17% $ 15.15 $ 16.29 $ 2.30 16% $ 13.99
Foreign exchange effects 0.27 (0.22)
APAC and Other RPP, excluding foreign exchange effects $ 17.98 $ 2.83 19% $ 15.15 $ 16.07 $ 2.08 15% $ 13.99


	Three Months Ended March 31,
		2022		$ Change		% Change	2021

		(Dollars in thousands)
Revenue, as reported		$	798,631	$	131,019	20%	$	667,612
Foreign exchange effects		26,171
Revenue excluding foreign exchange effects		$	824,802	$	157,190	24%	$	667,612

Americas Direct Revenue, as reported		$	399,978	$	55,716	16%	$	344,262
Foreign exchange effects		367
Americas Direct Revenue, excluding foreign exchange effects		$	400,345	$	56,083	16%	$	344,262

Europe Direct Revenue, as reported		$	215,328	$	26,269	14%	$	189,059
Foreign exchange effects		13,800
Europe Direct Revenue, excluding foreign exchange effects		$	229,128	$	40,069	21%	$	189,059

APAC and Other Direct Revenue, as reported		$	168,527	$	46,667	38%	$	121,860
Foreign exchange effects		11,753
APAC and Other Direct Revenue, excluding foreign exchange effects		$	180,280	$	58,420	48%	$	121,860


	Three Months Ended March 31,
		2022		$ Change		% Change	2021

RPP, as reported		$	16.00	$	0.85	6%	$	15.15
Foreign exchange effects		0.52
RPP, excluding foreign exchange effects		$	16.52	$	1.37	9%	$	15.15

Americas RPP, as reported		$	16.34	$	1.23	8%	$	15.11
Foreign exchange effects		0.02
Americas RPP, excluding foreign exchange effects		$	16.36	$	1.25	8%	$	15.11

Europe RPP, as reported		$	15.17	0.36		2%	$	14.81
Foreign exchange effects		0.97
Europe RPP, excluding foreign exchange effects		$	16.14	$	1.33	9%	$	14.81

APAC and Other RPP, as reported		$	16.32	$	0.49	3%	$	15.83
Foreign exchange effects		1.13
APAC and Other RPP, excluding foreign exchange effects		$	17.45	$	1.62	10%	$	15.83

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021

		(In thousands)					(In thousands)
Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
United States	United States	$	331,537	$	581,038	United States	$	771,991	$	642,686
All other countries	All other countries	179,774		158,126		All other countries	140,443		172,698
Total cash and cash equivalents	Total cash and cash equivalents	$	511,311	$	739,164	Total cash and cash equivalents	912,434		815,384
Short-term investments	Short-term investments	11,874		—		Short-term investments	8,663		11,818
Total cash and cash equivalents and short-term investments	Total cash and cash equivalents and short-term investments	$	523,185	$	739,164	Total cash and cash equivalents and short-term investments	$	921,097	$	827,202

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
2022 Exchangeable Notes	2022 Exchangeable Notes	517,499		517,500		2022 Exchangeable Notes	84,906		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	3,892,499		3,892,500		Total long-term debt	3,959,906		3,975,500

Less: Current maturities of long-term debt						Less: Current maturities of long-term debt	84,906		100,500
Less: Unamortized original issue discount	Less: Unamortized original issue discount	5,422		6,029		Less: Unamortized original issue discount	5,007		5,215
Less: Unamortized debt issuance costs	Less: Unamortized debt issuance costs	39,181		45,541		Less: Unamortized debt issuance costs	39,028		40,364
Total long-term debt, net	Total long-term debt, net	$	3,847,896	$	3,840,930	Total long-term debt, net	$	3,830,965	$	3,829,421

Long-term Debt

For a detailed description of long-term debt, see “Note 6—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:
Nine Months Ended September 30,
2021 2020
(In thousands)
Net cash provided by operating activities attributable to continuing operations $ 666,925 $ 518,845
Net cash used in investing activities attributable to continuing operations (916,043) (3,912,134)
Net cash provided by financing activities attributable to continuing operations 27,687 1,711,971


	Three Months Ended March 31,
	2022		2021

	(In thousands)
Net cash provided by operating activities	$	232,517	$	102,308
Net cash used in investing activities	(14,660)		(10,545)
Net cash (used in) provided by financing activities	(116,613)		18,695

~~2021~~2022

Net cash provided by operating activities ~~attributable to continuing operations~~ in ~~2021~~2022 includes adjustments to earnings of ~~$112.1~~$42.3 million of stock-based compensation expense, ~~$30.6 million of depreciation, $15.5~~$12.7 million of amortization, and ~~$49.8~~$10.5 million of ~~other adjustments;~~depreciation, partially offset by deferred income taxes of ~~$21.7~~$14.8 million primarily related to the net operating loss carryforward created by the settlement of stock-based ~~awards.~~awards and deferred tax assets created by the capitalization of research and

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development costs. The increase in cash from changes in working capital primarily consists of an increase from ~~deferred revenue~~other assets of ~~$30.4~~$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, and a decrease in accounts receivable of $6.1 million. These changes were partially offset by a decrease in accounts payable and other liabilities of $24.9 million due mainly to ~~growth in subscription sales, an increase~~the payment of a liability related to the 2022 Exchangeable Notes presented for exchange and due to the timing of payments, including interest payments and a decrease in income taxes payable of

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~~$18.4~~ $10.0 million primarily related to the timing of payments related to international ~~taxes, and an increase from other assets~~taxes.

Net cash used in investing activities in 2022 consists primarily of capital expenditures of $17.7 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 payments of $97.0 million of withholding taxes paid on behalf of employees for net settled equity awards, and payments of $47.7 million to repurchase a portion of the ~~amortization of prepaid hosting services.~~outstanding 2022 Exchangeable Notes. These ~~changes~~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.

2021

Net cash provided by operating activities in 2021 includes adjustments to earnings of $30.1 million of stock-based compensation expense, $10.5 million of depreciation and $4.6 million of other adjustments, partially offset by deferred income taxes of $10.0 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 ~~$26.6~~$75.3 million primarily related to the ~~increase in sales and 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; a decrease in accounts payable and other liabilities of ~~$4.1~~$40.2 million due mainly to the timing of payments, including interest ~~payments.~~payments; and a decrease from income taxes payable and receivable of $21.9 million primarily related to payments of international taxes. These changes were partially offset by an increase from other assets of $19.6 million primarily due to the amortization of prepaid hosting services and an increase from deferred revenue of $10.8 million, due mainly to growth in subscription sales.

Net cash used in investing activities ~~attributable to continuing operations~~ in 2021 consists primarily of ~~cash used to acquire Hyperconnect, net of cash acquired, of $863.3 million, and~~ capital expenditures of ~~$52.8~~$10.3 million that are primarily related to internal development of software and purchases of computer hardware to support our services.

Net cash provided by financing activities ~~attributable to continuing operations~~ in 2021 is primarily due to ~~$45.6~~$30.0 million of proceeds from the issuance of common stock pursuant to stock-based awards, partially offset by payments of ~~$15.7 million of withholding taxes paid on behalf of employees for net settled equity awards.~~

~~2020~~

Net cash provided by operating activities attributable to continuing operations in 2020 includes adjustments to earnings of $366.1 million of loss related to discontinued operations, $80.6 million of stock-based compensation expense, $30.3 million of depreciation and $7.3 million for amortization of intangibles. The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $87.9 million primarily related to the timing of cash receipts, including cash received in the fourth quarter of 2019 rather than in the first quarter of 2020, and an increase in revenue; a decrease from other assets of $26.1 million primarily due to a legal settlement. These changes were partially offset by an increase in deferred revenue of $26.9 million, due mainly to growth in subscription sales; an increase in accounts payable and other liabilities of $18.3 million, due mainly to the timing of payments, including interest payments; and an increase from income taxes payable and receivable of $5.3 million primarily due to the receipt of an income tax refund, partially offset by payments of taxes during the year.

Net cash used in investing activities attributable to continuing operations in 2020 consists primarily of the net cash distributed to IAC at the Separation of $3.9 billion, which includes $1.4 billion of net proceeds from the stock issuance in connection with the Separation, and capital expenditures of $32.4 million that are primarily related to internal development of software and computer hardware to support our products and services.

Net cash provided by financing activities attributable to continuing operations in 2020 is primarily due to proceeds of $1.0 billion from the issuance of the 4.125% and 4.625% Senior Notes and borrowings under the Credit Facility of $20.0 million, partially offset by the redemption of $400.0 million of the 6.375% Senior Notes, payments of $212.0$10.5 million for withholding taxes paid on behalf of employees for ~~net settled~~ equity ~~awards of both Former Match Group and Match Group, and purchases of treasury stock of Former Match Group of $132.9 million.~~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 ~~September 30, 2021,~~March 31, 2022, $749.6 million was available under the Credit Facility that expires on February 13, 2025.

~~In September 2021, we entered into~~The Company has various ~~transactions, which ultimately resulted in the repurchase of a portion of our 2022 Exchangeable Notes. In connection therewith, we:~~

•~~Entered into agreements~~obligations related to ~~repurchase approximately $414 million aggregate principal amount of our outstanding 2022 Exchangeable Notes.~~

•~~Entered into agreements to unwind a proportionate amount of outstanding hedges~~long-term debt instruments and ~~warrants corresponding~~operating leases. For additional information on long-term debt, including maturity dates and interest rates, see “Note 4—Long-term Debt, net” to the ~~2022 Exchangeable Notes to be repurchased.~~

•~~Commenced~~consolidated financial statements included in “Item 1—Consolidated Financial Statements.” For additional information on the operating lease payments, including a ~~registered direct offering~~schedule of ~~shares of our common stock~~obligations by year, see “Note 13—Leases” to the ~~holders~~consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data” of the ~~2022 Exchangeable Notes~~Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company believes it has sufficient cash flows from operations to ~~be repurchased.~~satisfy these future obligations.

•~~Commenced a private offering of $500~~We expect to pay $441 million ~~aggregate principal amount of senior notes due 2031.~~

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~~These transactions were completed~~from cash on ~~October 4, 2021, resulting~~hand in ~~our:~~

•~~Issuance of 5,534,098 shares of our common stock at a price of $158.83 per share.~~

•~~Issuance of $500 million aggregate principal amount of 3.625% senior notes due 2031.~~

•~~Unwind of exchangeable note hedges and warrants for net cash proceeds of approximately $201 million.~~

•~~Repurchase of approximately $414 million aggregate principal amount of~~ 2022 Exchangeable Notes for approximately $1.5 billion, including accrued and unpaid interest on the repurchased notes, funded with (i) the net proceeds from the common stock offering, (ii) approximately $420 million of the net proceeds from the senior notes offering (with the balance of the net proceeds from the senior notes offering being used for general corporate purposes), and (iii) the net proceeds from the hedges and warrants unwind.

Inin connection with ~~these transactions, our third quarter 2021 income statement reflects a loss~~the settlement of ~~$41.3 million, included in other expense, net, primarily~~Rad, et al. v. IAC/InterActiveCorp, et al. and related to the change in fair value from September 22 through the end of the period of an embedded derivative recognized upon the execution of the agreements described above. In the fourth quarter of 2021, we will recognize a gain of $24.0 million based on the changes in fair value of this embedded derivative until its settlement on October 4. Our balance sheet as of September 30, 2021, reflects (i) a $207.0 million obligation to pay cash in excess of the principal amount of the 2022 Exchangeable Notes we agreed to repurchase (allocated between current and long-term liabilities in relation to the amount expected to be funded by short and long-term assets, respectively), (ii) a $200.8 million net receivable relating to the agreements to unwind the corresponding hedges and warrants, and (iii) a $38.6 million liability for the fair value of the embedded derivative.arbitrations.

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 ~~2021~~2022 cash capital expenditures will be

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between ~~approximately $80~~$65 million and ~~$85~~$75 million, ~~an increase~~a decrease from ~~2020~~2021 cash capital expenditures ~~primarily due to~~as several leasehold ~~improvements in our new leased New York office space,~~ and building improvements were completed in 2021.

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

The Company does not have any off-balance sheet arrangements, other than those described above, at March 31, 2022.

On May 2, 2022, our ~~company-owned buildings in Los Angeles.~~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 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 may be commenced, suspended or discontinued at any time.

As of ~~September 30, 2021,~~March 31, 2022, 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

~~Table~~Management of ~~Contents~~

~~CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS~~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 ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, there were no material changes to the Company’s ~~contractual obligations~~critical accounting policies and estimates since the disclosure in our Annual Report on Form 10-K for the year ended December 31, ~~2020, except for the agreements associated with the partial repurchase~~2021.

Table of ~~the 2022 Exchangeable Notes discussed above in “Financial Position, Liquidity and Capital Resources.”~~Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, 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, ~~2020.~~2021.

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, 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 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 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 render Candelore a single-plaintiff lawsuit. Accordingly, on July 11, 2019, 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 ~~October 4,~~November 3, 2021, ~~Kim and defendants filed a motion for~~the trial court granted preliminary approval of ~~a new~~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 November 13, 2019, the trial court in Candelore issued an order staying the class claims in the case pending the Ninth Circuit’s decision on the Kim appeal. On October 5, 2021, the trial court lifted the stay. We believe that the allegations in the Candelore lawsuit are without merit and will continue to defend vigorously against it.

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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 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 ~~alleges~~alleged that in 2017, the defendants: (i) wrongfully interfered with a

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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 ~~asserts~~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 ~~seeks~~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. ~~The four former plaintiffs’ request to stay the arbitration was denied on January 28, 2021, and arbitration is scheduled to begin on February 7, 2022.~~ 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 ~~are now~~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 ~~is scheduled to begin~~commenced on November 8, 2021. ~~We believe that~~On December 1, 2021, the ~~allegations against Former Match Group~~parties entered into a Binding Global Settlement Agreement Term Sheet, pursuant to which we will pay $441 million in 2022 to settle all claims in trial and ~~Match Group~~ in ~~this lawsuit are without merit and will continue to defend vigorously against them.~~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 ~~issues~~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, ~~rejecting~~ruling that the FTC ~~has the ability to~~cannot seek equitable monetary relief ~~using~~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. 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

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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, 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. We believe that the allegations in this lawsuit are without merit and will defend vigorously against them.

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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 fined an amendmed 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 ~~August 25, 2021, the~~ January 10, 2022, Ochoa ~~case was stayed pending~~ filed an amended complaint. On March 2, 2022, defendants filed a ~~decision in the~~ ~~Crutchfield~~ ~~matter.~~motion to dismiss. We believe that the allegations in these lawsuits are without merit and will defend vigorously against them.

~~House Oversight Committee Investigation of Online Dating~~

On January 30, 2020, Former Match Group received a letter from the House of Representatives’ Subcommittee on Economic and Consumer Policy (the “Oversight Committee”) regarding its inquiry into underage use of online dating services and efforts by those services to remove registered sex offenders from their platforms. The Oversight Committee is also inquiring under what circumstances online dating services share or sell sensitive user information with third parties. The Company is cooperating with the investigation.

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 motion to dismiss on December 10, 2021. We believe that the allegations in this lawsuit are without merit and will defend vigorously against it.

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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 our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or deceptive under the FTC Act. We believe the FTC's investigation is without merit, but have continued to cooperate with it, including by providing testimony pursuant to additional CIDs.

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,

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statements relating to: Match Group’s future financial performance, Match Group’s business prospects and strategy, anticipated trends and prospects in the ~~effects of the separation of~~industries in which Match ~~Group from IAC,~~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 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 to the acquisition of Hyperconnect, including 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 of Match Group.

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, ~~2020.~~2021. Other unknown or unpredictable factors that could also adversely affect Match Group’s business, financial condition, and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements discussed in this quarterly report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this quarterly report. Match Group does not undertake to update these forward-looking statements.

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

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 ~~September 30, 2021.~~March 31, 2022.

Issuer Purchases of Equity Securities

The Company did not purchase any shares of its common stock during the quarter ended ~~September 30, 2021.~~March 31, 2022.

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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

~~Second Amendment to Transition Services~~2022 Form of Award Agreement ~~dated effective as of July 22, 2021, by and between~~for Performance-based Restricted Stock Units granted under the Match Group, Inc. Amended and ~~IAC/InterActiveCorp~~Restated 2017 Stock and Annual Incentive Plan.

†

.10.2

2022 Form of Award Agreement for Restricted Stock Units granted under the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan.

†

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.

~~November 8, 2021~~May 6, 2022

MATCH GROUP, INC.

By:

/s/ GARY SWIDLER

Gary Swidler

Chief Operating Officer and
Chief Financial Officer



Signature	Title	Date

/s/ GARY SWIDLER	Chief Operating Officer and Chief Financial Officer	~~November 8, 2021~~May 6, 2022
Gary Swidler

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

						(In thousands)
Balance as of December 31, 2019	$	44,527	$	—	—	$	263	263,230	$	16	16,157	$	11,378,160	$	1,725,046	$	(136,349)	$	(10,309,612)	$	2,657,524	$	970,276	$	3,627,800
Net (loss) earnings for the nine months ended September 30, 2020	(2,687)		—		—	—		—	—		—	—		13,294		—		—		13,294		62,367		75,661
Other comprehensive (loss) income, net of tax	(686)		—		—	—		—	—		—	—		—		13,829		—		13,829		(398)		13,431
Stock-based compensation expense	15		—		—	—		—	—		—	111,816		—		—		—		111,816		86,363		198,179
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		5		4,803	—		—	—		—	83,220		—		—		—		83,225		—		83,225
Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	1		453	—		—	(34,518)		—		—		—		(34,517)		—		(34,517)
Issuance of Former Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	—		—	—		—	(212,270)		—		628		—		(211,642)		(11,405)		(223,047)



Purchase of redeemable noncontrolling interests	(3,165)		—		—	—		—	—		—	—		—		—		—		—		—		—

Adjustment of redeemable noncontrolling interests to fair value	7,820		—		—	—		—	—		—	(7,820)		—		—		—		(7,820)		—		(7,820)






Purchase of Match Group and ANGI treasury stock	—		—		—	—		—	—		—	(187,735)		—		—		—		(187,735)		—		(187,735)
Retirement of treasury stock	—		—		—	(184)		(184,340)	(10)		(10,368)	194		(10,309,612)		—		10,309,612		—		—		—
Exchange Former IAC common stock and Class B common stock for Match Group common stock and completion of the Separation	(43,583)		184		183,749	(80)		(79,343)	(6)		(5,789)	(4,745,520)		—		13,781		—		(4,731,641)		(498,792)		(5,230,433)
Acquire Former Match Group noncontrolling interest	—		58		57,868	—		—	—		—	608,110		—		—		—		608,168		(608,168)		—
Issuance of Class M common stock	—		17		17,339	—		—	—		—	(17)		—		—		—		—		—		—
Other	(1)		—		—	—		—	—		—	(2,641)		—		—		—		(2,641)		130		(2,511)
Balance as of September 30, 2020	$	2,240	$	264	263,759	$	—	—	$	—	—	$	6,990,979	$	(8,571,272)	$	(108,111)	$	—	$	(1,688,140)	$	373	$	(1,687,767)


	Three Months Ended September 30, 2020						Nine Months Ended September 30, 2020
	Prior to the adoption of ASU No. 2020-06		After adoption of ASU No. 2020-06		Effect of adoption of ASU No. 2020-06		Prior to the adoption of ASU No. 2020-06		After adoption of ASU No. 2020-06		Effect of adoption of ASU No. 2020-06

	(In thousands, except per share data)
Statement of operations impacts
Interest expense	$	43,189	$	32,009	$	(11,180)	$	131,485	$	98,654	$	(32,831)
Income tax provision	$	(23,568)	$	(26,122)	$	(2,554)	$	(7,257)	$	(14,776)	$	(7,519)
Net earnings from continuing operations	$	131,487	$	140,113	$	8,626	$	413,732	$	439,044	$	25,312

Net earnings per share from continuing operations:
Basic	$	0.51	$	0.54	$	0.03	$	1.69	$	1.81	$	0.12
Diluted	$	0.45	$	0.47	$	0.02	$	1.53	$	1.59	$	0.06

Weighted average dilutive shares outstanding	289,950		305,696		15,746		225,399		239,398		13,999


	September 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted-Average Useful Life (Years)

	(In thousands)
Customer lists	$	128,304	$	(8,406)	$	119,898	4.8
Patents and technology	101,001		(13,893)		87,108		4.2
Trade names	5,140		(4,946)		194		1.3
Other	3,426		(3,303)		123		2.8
Total	$	237,871	$	(30,548)	$	207,323	4.6


	(In thousands)
Remainder of 2021	$	12,832
2022	51,256
2023	48,989
2024	47,063
2025	34,862
2026 and thereafter	12,321
Total	$	207,323


	Three Months Ended September 30, 2021						Three Months Ended September 30, 2020
	2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

	(In thousands)
Contractual interest expense	$	1,132	$	1,257	$	2,875	$	1,132	$	1,257	$	2,875
Amortization of debt issuance costs	930		390		244		915		386		239
Total interest expense recognized	$	2,062	$	1,647	$	3,119	$	2,047	$	1,643	$	3,114


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

	(In thousands)
Contractual interest expense	$	3,396	$	3,773	$	8,625	$	3,396	$	3,773	$	8,625
Amortization of debt issuance costs	2,757		1,178		744		2,718		1,146		711
Total interest expense recognized	$	6,153	$	4,951	$	9,369	$	6,114	$	4,919	$	9,336


	Three Months Ended September 30, 2021
	Foreign Currency Translation Adjustment		Accumulated Other Comprehensive Loss

	(In thousands)
Balance at July 1	$	(104,089)	$	(104,089)
Other comprehensive loss	(99,308)		(99,308)



Balance at September 30	$	(203,397)	$	(203,397)


	Nine Months Ended September 30, 2020
	Foreign Currency Translation Adjustment		Unrealized Loss on Available-For-Sale Security		Accumulated Other Comprehensive (Loss) Income

	(In thousands)
Balance at January 1	$	(136,349)	$	—	$	(136,349)
Other comprehensive income (loss) before reclassifications	13,998		(1)		13,997
Amounts reclassified into earnings	(168)		—		(168)

Net period other comprehensive income (loss)	13,830		(1)		13,829
Allocation of accumulated other comprehensive loss related to the noncontrolling interests	628		—		628
Separation of IAC	13,780		1		13,781
Balance at September 30	$	(108,111)	$	—	$	(108,111)