As filed with the Securities and Exchange Commission on August 3, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

Commission File No. 001-34148

Match Group, Inc.

(Exact name of registrant as specified in its charter)

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

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

(Address of registrant’s principal executive offices)

(214) 576-9352

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.001	MTCH	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

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

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

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

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

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

As of July 28, 2023, there were 278,086,755 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	10
	Note 1—The Company and Summary of Significant Accounting Policies	11
	Note 2—Income Taxes	13
	Note 3—Financial Instruments	14
	Note 4—Long-term Debt, net	17
	Note 5—Accumulated Other Comprehensive Loss	21
	Note 6—Earnings per Share	22
	Note 7—Consolidated Financial Statement Details	24
	Note 8—Contingencies	24
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	42
PART II
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	45
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

2

PART I

FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (Unaudited)

	June 30, 2023		December 31, 2022
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	732,567	$	572,395
Short-term investments	8,349		8,723
Accounts receivable, net of allowance of $751 and $387, respectively	272,308		191,940
Other current assets	115,706		109,327
Total current assets	1,128,930		882,385
Property and equipment, net of accumulated depreciation and amortization of $217,537 and $198,409, respectively	191,125		176,136
Goodwill	2,303,181		2,348,366
Intangible assets, net of accumulated amortization of $98,349 and $78,160, respectively	326,232		357,747
Deferred income taxes	247,814		276,947
Other non-current assets	141,745		141,183
TOTAL ASSETS	$	4,339,027	$	4,182,764
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Accounts payable	$	8,004	$	13,699
Deferred revenue	243,933		252,718
Accrued expenses and other current liabilities	282,221		289,937
Total current liabilities	534,158		556,354
Long-term debt, net	3,838,943		3,835,726
Income taxes payable	11,551		13,282
Deferred income taxes	28,835		32,631
Other long-term liabilities	103,056		103,652
Redeemable noncontrolling interests	—		—
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 288,686,329 and 286,817,375 shares issued; and 277,849,197 and 279,625,364 outstanding at June 30, 2023 and December 31, 2022, respectively	289		287
Additional paid-in capital	8,392,805		8,273,637
Retained deficit	(7,524,414)		(7,782,568)
Accumulated other comprehensive loss	(418,793)		(369,182)
Treasury stock; 10,837,132 and 7,192,011 shares, respectively	(627,814)		(482,049)
Total Match Group, Inc. shareholders’ equity	(177,927)		(359,875)
Noncontrolling interests	411		994
Total shareholders’ equity	(177,516)		(358,881)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,339,027	$	4,182,764

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

3

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands, except per share data)
Revenue	$	829,552	$	794,513	$	1,616,676	$	1,593,144
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	250,294		240,840		490,304		477,076
Selling and marketing expense	136,597		125,679		273,956		277,567
General and administrative expense	107,698		110,638		198,309		211,343
Product development expense	94,287		86,410		192,473		165,204
Depreciation	14,565		11,488		25,117		21,985
Impairment and amortization of intangibles	11,315		229,539		23,432		242,232
Total operating costs and expenses	614,756		804,594		1,203,591		1,395,407
Operating income (loss)	214,796		(10,081)		413,085		197,737
Interest expense	(39,742)		(35,623)		(79,093)		(70,519)
Other income, net	3,432		5,291		6,824		6,109
Earnings (loss) before income taxes	178,486		(40,413)		340,816		133,327
Income tax (provision) benefit	(41,141)		8,048		(82,780)		14,915
Net earnings (loss)	137,345		(32,365)		258,036		148,242
Net loss attributable to noncontrolling interests	—		507		118		433
Net earnings (loss) attributable to Match Group, Inc. shareholders	$	137,345	$	(31,858)	$	258,154	$	148,675
Net earnings (loss) per share attributable to Match Group, Inc. shareholders:
Basic	$	0.49	$	(0.11)	$	0.93	$	0.52
Diluted	$	0.48	$	(0.11)	$	0.89	$	0.50
Stock-based compensation expense by function:
Cost of revenue	$	1,673	$	1,558	$	2,990	$	3,107
Selling and marketing expense	2,558		2,166		4,471		3,819
General and administrative expense	28,088		30,032		41,205		53,931
Product development expense	28,318		21,011		53,534		36,205
Total stock-based compensation expense	$	60,637	$	54,767	$	102,200	$	97,062

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

4

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Net earnings (loss)	$	137,345	$	(32,365)	$	258,036	$	148,242
Other comprehensive loss, net of tax
Change in foreign currency translation adjustment	(15,170)		(139,201)		(49,614)		(185,049)
Total other comprehensive loss	(15,170)		(139,201)		(49,614)		(185,049)
Comprehensive income (loss)	122,175		(171,566)		208,422		(36,807)
Components of comprehensive loss attributable to noncontrolling interests:
Net loss attributable to noncontrolling interests	—		507		118		433
Change in foreign currency translation adjustment attributable to noncontrolling interests	—		581		3		966
Comprehensive loss attributable to noncontrolling interests	—		1,088		121		1,399
Comprehensive income (loss) attributable to Match Group, Inc. shareholders	$	122,175	$	(170,478)	$	208,543	$	(35,408)

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

5

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Three Months Ended June 30, 2023

			Match Group Shareholders’ Equity
			Common Stock $0.001 Par Value
	Redeemable Noncontrolling Interests		$		Shares	Additional Paid-in Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Match Group Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
			(In thousands)
Balance as of March 31, 2023	$	—	$	288	288,211	$	8,325,631	$	(7,661,759)	$	(403,623)	$	(595,055)	$	(334,518)	$	—	$	(334,518)
Net earnings for the three months ended June 30, 2023	—		—		—	—		137,345		—		—		137,345		—		137,345
Other comprehensive loss, net of tax	—		—		—	—		—		(15,170)		—		(15,170)		—		(15,170)
Stock-based compensation expense	—		—		—	63,793		—		—		—		63,793		—		63,793
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		1		475	4,088		—		—		—		4,089		—		4,089
Purchase of redeemable noncontrolling interests	(295)		—		—	—		—		—		—		—		—		—
Adjustment of redeemable noncontrolling interests to fair value	295		—		—	(295)		—		—		—		(295)		—		(295)
Purchase of treasury stock	—		—		—	—		—		—		(32,759)		(32,759)		—		(32,759)
Noncontrolling interest created by the exercise of subsidiary denominated equity awards	—		—		—	(411)		—		—		—		(411)		411		—
Other	—		—		—	(1)		—		—		—		(1)		—		(1)
Balance as of June 30, 2023	$	—	$	289	288,686	$	8,392,805	$	(7,524,414)	$	(418,793)	$	(627,814)	$	(177,927)	$	411	$	(177,516)

6

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Three Months Ended June 30, 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		Treasury Stock		Total Match Group Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
			(In thousands)
Balance as of March 31, 2022	$	—	$	286	285,506	$	8,110,463	$	(7,963,981)	$	(269,217)	$	—	$	(122,449)	$	675	$	(121,774)
Net (loss) earnings for the three months ended June 30, 2022	(508)		—		—	—		(31,858)		—		—		(31,858)		1		(31,857)
Other comprehensive loss, net of tax	—		—		—	—		—		(138,620)		—		(138,620)		(581)		(139,201)
Stock-based compensation expense	—		—		—	58,015		—		—		—		58,015		—		58,015
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		—		596	6,158		—		—		—		6,158		—		6,158
Adjustment of redeemable noncontrolling interests to fair value	508		—		—	(508)		—		—		—		(508)		—		(508)
Purchase of noncontrolling interest	—		—		—	—		—		—		—		—		(225)		(225)
Purchase of treasury stock	—		—		—	—		—		—		(215,538)		(215,538)		—		(215,538)
Adjustment of noncontrolling interests to fair value	—		—		—	(130)		—		—		—		(130)		130		—
Noncontrolling interest created by the exercise of subsidiary denominated equity awards	—		—		—	(844)		—		—		—		(844)		844		—
Settlement of notes warrants	—		—		—	(7,116)		—		—				(7,116)		—		(7,116)
Other	—		—		—	(55)		—		—		—		(55)		—		(55)
Balance as of June 30, 2022	$	—	$	286	286,102	$	8,165,983	$	(7,995,839)	$	(407,837)	$	(215,538)	$	(452,945)	$	844	$	(452,101)

7

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)

Six Months Ended June 30, 2023

			Match Group Shareholders’ Equity
			Common Stock $0.001 Par Value
	Redeemable Noncontrolling Interests		$		Shares	Additional Paid-in Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Match Group Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
			(In thousands)
Balance as of December 31, 2022	$	—	$	287	286,817	$	8,273,637	$	(7,782,568)	$	(369,182)	$	(482,049)	$	(359,875)	$	994	$	(358,881)
Net (loss) earnings for the six months ended June 30, 2023	(184)		—		—	—		258,154		—		—		258,154		66		258,220
Other comprehensive loss, net of tax	—		—		—	—		—		(49,611)		—		(49,611)		(3)		(49,614)
Stock-based compensation expense	—		—		—	108,193		—		—		—		108,193		—		108,193
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes	—		2		1,869	13,234		—		—		—		13,236		—		13,236
Purchase of redeemable noncontrolling interests	(295)		—		—	—		—		—		—		—		—		—
Adjustment of redeemable noncontrolling interests to fair value	479		—		—	(479)		—		—		—		(479)		—		(479)
Purchase of noncontrolling interest	—					734		—		—		—		734		(3,157)		(2,423)
Purchase of treasury stock	—		—		—	—		—		—		(145,765)		(145,765)		—		(145,765)
Adjustment of noncontrolling interests to fair value	—		—		—	(2,100)		—		—		—		(2,100)		2,100		—
Noncontrolling interest created by the exercise of subsidiary denominated equity awards	—		—		—	(411)		—		—		—		(411)		411		—
Other	—		—		—	(3)		—		—		—		(3)		—		(3)
Balance as of June 30, 2023	$	—	$	289	288,686	$	8,392,805	$	(7,524,414)	$	(418,793)	$	(627,814)	$	(177,927)	$	411	$	(177,516)

8

MATCH GROUP, INC. AND SUBSIDIARIES

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

Six Months Ended June 30, 2022

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

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

9

MATCH GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

	Six Months Ended June 30,
	2023		2022
	(In thousands)
Net earnings	$	258,036	$	148,242
Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense	102,200		97,062
Depreciation	25,117		21,985
Impairment and amortization of intangibles	23,432		242,232
Deferred income taxes	26,627		(32,663)
Other adjustments, net	6,912		1,693
Changes in assets and liabilities
Accounts receivable	(83,074)		934
Other assets	2,128		30,562
Accounts payable and other liabilities	(27,988)		(476,056)
Income taxes payable and receivable	4,001		(15,089)
Deferred revenue	(7,526)		1,062
Net cash provided by operating activities	329,865		19,964
Cash flows from investing activities:
Capital expenditures	(37,457)		(27,305)
Other, net	89		1,787
Net cash used in investing activities	(37,368)		(25,518)
Cash flows from financing activities:
Payments to settle exchangeable notes	—		(94,252)
Proceeds from the settlement of exchangeable note hedges	—		52,623
Payments to settle warrants related to exchangeable notes	—		(7,482)
Proceeds from issuance of common stock pursuant to stock-based awards	15,816		16,356
Withholding taxes paid on behalf of employees on net settled stock-based awards	(2,580)		(101,089)
Purchase of treasury stock	(145,108)		(190,980)
Purchase of noncontrolling interests	(1,872)		(10,554)
Other, net	—		10
Net cash used in financing activities	(133,744)		(335,368)
Total cash provided (used)	158,753		(340,922)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	1,421		(10,786)
Net increase (decrease) in cash, cash equivalents, and restricted cash	160,174		(351,708)
Cash, cash equivalents, and restricted cash at beginning of period	572,516		815,512
Cash, cash equivalents, and restricted cash at end of period	$	732,690	$	463,804

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

10

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®, Hinge®, Match®, Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, Hakuna®, 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 one 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, 2022.

Accounting Estimates

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

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

Accounting for Investments and Equity Securities

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

11

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

Revenue Recognition

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

Deferred Revenue

Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The current deferred revenue balance as of December 31, 2022 was $252.7 million. During the six months ended June 30, 2023, the Company recognized $236.2 million of revenue that was included in the deferred revenue balance as of December 31, 2022. The current deferred revenue balance at June 30, 2023 is $243.9 million. At June 30, 2023 and December 31, 2022, there was no non-current portion of deferred revenue.

Practical Expedients and Exemptions

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Disaggregation of Revenue

The following table presents disaggregated revenue:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Direct Revenue:
Americas	$	429,946	$	408,730	$	835,873	$	808,708
Europe	227,718		208,471		440,234		423,799
APAC and Other	158,472		162,952		314,467		331,479
Total Direct Revenue	816,136		780,153		1,590,574		1,563,986
Indirect Revenue (principally advertising revenue)	13,416		14,360		26,102		29,158
Total Revenue	$	829,552	$	794,513	$	1,616,676	$	1,593,144
Direct Revenue:
Tinder	$	474,746	$	449,095	$	915,892	$	890,100
Hinge	90,331		67,141		173,084		132,104
Match Group Asia(a)	76,605		79,646		152,266		166,855
Evergreen & Emerging(b)	174,454		184,271		349,332		374,927
Total Direct Revenue	$	816,136	$	780,153	$	1,590,574	$	1,563,986

______________________

(a)Consists of the brands primarily focused on Asia including Pairs, Azar, and Hakuna.

(b)Consists primarily of the brands Match, Meetic, OkCupid, Plenty Of Fish, BLK®, Chispa™, and The League®.

Reclassifications

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

NOTE 2—INCOME TAXES

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

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

For the three months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $41.1 million and an income tax benefit of $8.0 million, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded an income tax provision of $82.8 million and an income tax benefit of $14.9

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

million, respectively. The effective tax rates for both the three and six-month periods in 2023 were higher than the statutory rate primarily due to nondeductible stock-based compensation, a lower stock price on the date certain stock-based awards vested compared to the grant date fair value of such awards, and state taxes, net of federal benefits. These increases were partially offset by a lower tax rate on U.S. income derived from foreign sources. The effective tax rates for the three and six-month periods in 2022 benefited from excess tax benefits generated by the vesting or exercise of stock-based awards.

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include a review of the timing and amount of income and deductions, and the allocation of 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 through December 31, 2019. Returns filed in various other jurisdictions are open to examination for tax years beginning with 2014. Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates.

At June 30, 2023 and December 31, 2022, unrecognized tax benefits, including interest and penalties, were $43.1 million and $44.2 million, respectively. If unrecognized tax benefits at June 30, 2023 are subsequently recognized, income tax expense would be reduced by $31.2 million, net of related deferred tax assets and interest. The comparable amount as of December 31, 2022 was $31.3 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $0.8 million by June 30, 2024 due to expirations of statutes of limitations, which would reduce the income tax provision.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals of interest and penalties for the three months ended June 30, 2023 and 2022 were not material. At June 30, 2023 and December 31, 2022, noncurrent income taxes payable includes accrued interest and penalties of $0.8 million and $1.2 million, respectively.

NOTE 3—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

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

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

Fair Value Measurements

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

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

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

•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.

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

	June 30, 2023
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	88,470	$	—	$	88,470
Time deposits	—		95,771		95,771
Short-term investments:
Time deposits	—		8,349		8,349
Total	$	88,470	$	104,120	$	192,590

	December 31, 2022
	Quoted Market Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Fair Value Measurements
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	77,150	$	—	$	77,150
Time deposits	—		25,593		25,593
Short-term investments:
Time deposits	—		8,723		8,723
Total	$	77,150	$	34,316	$	111,466

Assets measured at fair value on a nonrecurring basis

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

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

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

since the time of the Hyperconnect acquisition, further negatively impacting the fair value of these intangible assets.

Financial instruments measured at fair value only for disclosure purposes

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

	June 30, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Long-term debt, net (a) (b)	$	(3,838,943)	$	(3,502,475)	$	(3,835,726)	$	(3,407,391)

______________________

(a)At June 30, 2023 and December 31, 2022, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $36.1 million and $39.3 million, respectively.

(b)At June 30, 2023, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) is $516.9 million and $516.6 million, respectively. At December 31, 2022, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes is $514.4 million and $499.7 million, respectively.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE 4—LONG-TERM DEBT, NET

Long-term debt consists of:

	June 30, 2023		December 31, 2022
	(In thousands)
Credit Facility due February 13, 2025	$	—	$	—
Term Loan due February 13, 2027	425,000		425,000
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15	450,000		450,000
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1	500,000		500,000
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15	350,000		350,000
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1	500,000		500,000
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022	500,000		500,000
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15	575,000		575,000
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15	575,000		575,000
Total debt	3,875,000		3,875,000
Less: Unamortized original issue discount	3,929		4,366
Less: Unamortized debt issuance costs	32,128		34,908
Total long-term debt, net	$	3,838,943	$	3,835,726

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. Effective June 30, 2023, we entered into an amendment to replace the LIBOR rate with a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) for future repricing events under the Credit Facility or Term Loan and new borrowings.

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

At both June 30, 2023 and December 31, 2022, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at LIBOR plus 1.75%, which was 7.26% and 6.49% at June 30, 2023 and December 31, 2022, 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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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. 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. 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 June 30, 2023. There are additional covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge or sell substantially all of their assets. The indentures governing the 3.625%, 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indenture governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their assets.

The Senior Notes all rank equally in right of payment.

Exchangeable Notes

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

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MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

The 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
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).

No 2026 or 2030 Exchangeable Notes were presented for exchange during the six months ended June 30, 2023. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of June 30, 2023.

At both June 30, 2023 and December 31, 2022, there was no value in excess of the principal of each of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on June 30, 2023 and December 31, 2022, respectively.

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

19

MATCH GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

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

	June 30, 2023				December 31, 2022
	2026 Exchangeable Notes		2030 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes
	(In thousands)
Principal	$	575,000	$	575,000	$	575,000	$	575,000
Less: Unamortized debt issuance costs	4,776		7,141		5,562		7,645
Net carrying value included in long-term debt, net	$	570,224	$	567,859	$	569,438	$	567,355

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

	Three Months Ended June 30, 2023				Three Months Ended June 30, 2022
	2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes(a)		2026 Exchangeable Notes		2030 Exchangeable Notes
	(In thousands)
Contractual interest expense	$	1,258	$	2,875	$	167	$	1,258	$	2,875
Amortization of debt issuance costs	395		254		149		391		248
Total interest expense recognized	$	1,653	$	3,129	$	316	$	1,649	$	3,123

	Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
	2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes(a)		2026 Exchangeable Notes		2030 Exchangeable Notes
	(In thousands)
Contractual interest expense	$	2,516	$	5,750	$	353	$	2,516	$	5,750
Amortization of debt issuance costs	786		504		299		777		493
Total interest expense recognized	$	3,302	$	6,254	$	652	$	3,293	$	6,243

______________________

(a)The Company’s 0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”), the outstanding balance of which was fully redeemed during the year ended December 31, 2022.

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

Exchangeable Notes Hedges and Warrants

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