EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2020

NOTE 8—EARNINGS PER SHARE

As a result of the Separation, weighted average basic and dilutive shares outstanding for all periods prior to the Separation, including the second quarter of 2020, reflect the share position of Former IAC multiplied by the Separation exchange ratio of 2.1584. In July 2020, an additional 17.3 million shares were issued. See “Note 13—Subsequent Event” for additional information about the transaction. The following tables set forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:


	Three Months Ended June 30,
	2020						2019
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	132,921	$	132,921	$	119,226	$	119,226
Net earnings attributable to noncontrolling interests	(29,816)		(29,816)		(25,092)		(25,092)
Impact from subsidiaries’ dilutive securities of continuing operations^(a)	—		(3,974)		—		(6,122)
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	103,105	$	99,131	$	94,134	$	88,012

(Loss) earnings from discontinued operations, net of tax	$	(34,611)	$	(34,611)	$	27,565	$	27,565
Net earnings attributable to noncontrolling interests of discontinued operations	(2,053)		(2,053)		(8,232)		(8,232)
Impact from subsidiaries’ dilutive securities of discontinued operations^(a)	—		(356)		—		(14)
Net (loss) earnings from discontinued operations attributable to shareholders	$	(36,664)	$	(37,020)	$	19,333	$	19,319
Net earnings attributable to Match Group, Inc. shareholders	$	66,441	$	62,111	$	113,467	$	107,331

Denominator
Weighted average basic shares outstanding	183,477		183,477		181,606		181,606
Dilutive securities^(a)(b)(c)(d)	—		11,511		—		12,874
Denominator for earnings per share—weighted average shares^(a)(b)(c)(d)	183,477		194,988		181,606		194,480

Earnings per share:
Earnings per share from continuing operations	$	0.56	$	0.51	$	0.52	$	0.45
(Loss) earnings per share from discontinued operations, net of tax	$	(0.20)	$	(0.19)	$	0.11	$	0.10
(Loss) earnings per share attributable to Match Group, Inc. shareholders	$	0.36	$	0.32	$	0.62	$	0.55


	Six Months Ended June 30,
	2020						2019
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	282,245	$	282,245	$	236,908	$	236,908
Net earnings attributable to noncontrolling interests	(60,585)		(60,585)		(48,808)		(48,808)
Impact from subsidiaries’ dilutive securities of continuing operations^(a)	—		(9,427)		—		(12,774)
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	221,660	$	212,233	$	188,100	$	175,326

(Loss) earnings from discontinued operations, net of tax	$	(366,578)	$	(366,578)	$	22,868	$	22,868
Net loss (earnings) attributable to noncontrolling interests of discontinued operations	319		319		(8,806)		(8,806)
Impact from subsidiaries’ dilutive securities of discontinued operations^(a)	$	—	$	(240)	$	—	$	(58)
Net (loss) earnings from discontinued operations attributable to shareholders	(366,259)		(366,499)		14,062		14,004
Net (loss) earnings attributable to Match Group, Inc. shareholders	$	(144,599)	$	(154,266)	$	202,162	$	189,330

Denominator
Weighted average basic shares outstanding	183,297		183,297		181,354		181,354
Dilutive securities^(a)(b)(c)(d)	—		9,735		—		13,392
Denominator for earnings per share—weighted average shares^(a)(b)(c)(d)	183,297		193,032		181,354		194,746

Earnings per share:
Earnings per share from continuing operations	$	1.21	$	1.10	$	1.04	$	0.90
(Loss) earnings per share from discontinued operations, net of tax	$	(2.00)	$	(1.90)	$	0.08	$	0.07
(Loss) earnings per share attributable to Match Group, Inc. shareholders	$	(0.79)	$	(0.80)	$	1.11	$	0.97

______________________

^(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 three and six months ended June 30, 2020 and 2019, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards and ANGI to settle certain ANGI equity awards. For the three and six months ended June 30, 2019, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards and for Former IAC to settle certain ANGI equity awards.

^(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; exchange of the Company's Exchangeable Notes; and vesting of restricted stock units. For both the three and six months ended June 30, 2020, 16.7 million potentially dilutive securities, and for both the three and six months ended June 30, 2019, 24.1 million potentially dilutive securities, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

^(c)Market-based awards and performance-based stock options (“PSOs”) and units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards, PSOs, and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards, PSOs, and PSUs is dilutive for the respective reporting periods. For both the three and six months ended June 30, 2020, 0.2 million shares underlying market-based awards, PSOs, and PSUs, and for both the three and six months ended June 30, 2019, 0.6 million shares underlying market-based awards, PSOs, and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

^(d)It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive, for periods prior to the Separation, during which the average price of Former IAC common stock exceeded the approximate $152.18, $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes, and the 2030 Exchangeable Notes, respectively. The average price of Former IAC’s common stock was $248.59 and $235.09 for the three and six months ended June 30, 2020, respectively, and the dilutive impact of the 2022 Exchangeable Notes, which is the only series of Exchangeable Notes that is currently dilutive, was 2.8 million and 2.6 million shares, respectively.

For the three and six months ended June 30, 2019, the average price of Former IAC’s common stock was $223.29 and $215.28, respectively, and the dilutive impact of the 2022 Exchangeable Notes was 2.3 million and 2.2 million shares, respectively.