What changed in this filing

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Item 1A. Risk Factors

2023-02-24 compared with 2022-02-24 · 82 added, 74 removed, 235 unchanged (40% of the section changed)

Risks relating to our business

The industry for relationship technologies is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business.

The industry for relationship technologies is competitive, with a consistent stream of new services and entrants.

The industry for social connection apps is competitive, with low switching costs and a consistent stream of new services and entrants, and innovation by our competitors may disrupt our business.

The industry for social connection apps is competitive, with a consistent stream of new services and entrants.

Some of our competitors may enjoy better competitive positions in certain geographical regions, user demographics or other key areas that we currently serve or may serve in the future.

These advantages could enable these competitors to offer services that are more appealing to users and potential users than our services or to respond more quickly and/or cost-effectively than us to new or changing opportunities.

In addition, within the industry for relationship technologies generally, costs for consumers to switch between services are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple services at the same time.

In addition, within the industry for social connection apps generally, costs for consumers to switch between services are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple services at the same time.

As a result, new services, entrants, and business models are likely to continue to emerge.

It is possible that a new service could gain rapid scale at the expense of existing brands through harnessing a new technology or a new or existing distribution channel, creating a new or different approach to connecting people or some other means.

We may need to respond by introducing new services or features, which we may not do successfully.

If we do not sufficiently innovate to provide new, or improve upon existing, services that our users or prospective users find appealing, we may be unable to continue to attract new users or continue to appeal to existing users in a sufficient manner.

Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their services, take advantage of acquisition or other opportunities more readily or develop and expand their services more quickly than we do.

Potential competitors also include established social media companies that may develop features or services that may compete with ours or operators of mobile operating systems and app stores.

For example, Facebook has introduced a dating feature on its platform, which it has rolled out globally and has grown dramatically in size supported by Facebook’s massive worldwide user footprint.

For example, Facebook offers a dating feature on its platform, which it rolled out globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user footprint.

These social media and mobile platform competitors could use strong or dominant positions in one or more markets, and ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over us, including by offering different features or services that users may prefer or offering their services to users at no charge, which may enable them to acquire and engage users at the expense of our user growth or engagement.

If we are not able to compete effectively against our current or future competitors and services that may emerge, the size and level of engagement of our user base may decrease, which could have an adverse effect on our business, financial condition, and results of operations.

If we are not able to compete effectively against our current or future competitors and services that may emerge or if our decisions regarding where to focus our investments are not successful long-term, the size and level of engagement of our user base may decrease, which could have an adverse effect on our business, financial condition, and results of operations.

The limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects.

We seek to tailor each of our brands and services to meet the preferences of specific communities of users.

We seek to tailor each of our brands and services to meet the preferences of specific geographies, demographics, and other communities of users.

Building a given brand or service is generally an iterative process that occurs over a meaningful period of time and involves considerable resources and expenditures.

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For example, as traditional television viewership declines and as consumers spend more time on mobile devices rather than desktop computers, the reach of many of our traditional advertising channels continues to contract.

Similarly, as consumers communicate less via email and more via text messaging, messaging apps and other virtual means,

the reach of email campaigns designed to attract new and repeat users (and retain current users) for our services is adversely impacted.

Additionally, recent and future changes by large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising identifiers, cookies and other information to acquire potential users, such as Apple’s new rules regarding the collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to adversely impact, our advertising efforts.

Similarly, as consumers communicate less via email and more via text messaging, messaging apps and other virtual means, the reach of email campaigns designed to attract new and repeat users (and retain current users) for our services is adversely impacted.

Additionally, recent and future changes by large tech platforms, such as Apple and Google, to advertisers’ ability to access and use unique advertising identifiers, cookies and other information to acquire potential users, such as Apple’s recent rules regarding the collection and use of identifiers for advertising (“IDFA”), have adversely impacted, and may continue to adversely impact, our advertising efforts.

To continue to reach potential users and grow our businesses, we must identify and devote more of our overall marketing expenditures to newer advertising channels, such as mobile and online video platforms.

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Any failure to do so could adversely affect our business, financial condition, and results of operations.

Our business and results of operations have been and may continue to be adversely affected by the recent COVID-19 outbreak or other similar outbreaks.

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, including the Coronavirus Disease 2019 (COVID-19) pandemic.

The COVID-19 pandemic has reached across the globe, resulting in the implementation of significant governmental measures intended to control the spread of the virus, including lockdowns, closures, quarantines, and travel bans, as well as changes in consumer behavior as individuals have become reluctant to engage in social activities with people outside their households.

While some of these measures have been relaxed in certain parts of the world, ongoing and future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus, have had and are likely to continue to have an adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect demand, or users’ ability to pay, for our services.

Our business and results of operations have been and may continue to be adversely affected by the COVID-19 outbreak or other similar outbreaks.

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, such as the Coronavirus Disease 2019 (COVID-19) pandemic.

The COVID-19 pandemic reached across the globe, resulting in the implementation of significant governmental measures intended to control the spread of the virus, including lockdowns, closures, quarantines, and travel bans, as well as changes in consumer behavior as individuals became reluctant to engage in social activities with people outside their households.

While most of these measures have been relaxed throughout the world, ongoing and future prevention and mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of repeat waves of the virus or other similar diseases, have had and may in the future have an adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect demand, or users’ ability to pay, for our services.

A public health epidemic, including COVID-19, poses the risk that Match Group or its employees, contractors, vendors, and other business partners may be prevented or impaired from conducting ordinary course business activities for an indefinite period of time, including due to shutdowns necessitated for the health and wellbeing of our employees, the employees of business partners, or shutdowns that may be requested or mandated by governmental authorities.

For example, early on in the pandemic, certain of our customer support vendors were impacted by government mandated shutdowns which adversely impacted the capability of the affected brands to respond timely and effectively to user inquiries and requests.

In addition, in response to the COVID-19 outbreak, we have taken several precautions that may adversely impact employee productivity, such as continuing to allow employees to work remotely, imposing travel restrictions, and ongoing closures of office locations.

For example, early on in the COVID-19 pandemic, certain of our customer support vendors were impacted by government mandated shutdowns which adversely impacted the capability of the affected brands to respond timely and effectively to user inquiries and requests.

In addition, in response to the COVID-19 outbreak, we took several precautions that adversely impacted employee productivity, such as allowing employees to fully work remotely, imposing travel restrictions, and closing office locations.

The ultimate extent of the impact of any epidemic, pandemic, or other health crisis on our business will depend on multiple factors that are highly uncertain and cannot be predicted, including its severity, location and duration, and actions taken to contain or prevent further its spread.

Additionally, the COVID-19 pandemic could increase the magnitude of many of the other risks described in this annual report, and have other adverse effects on our operations that we are not currently able to predict.

Additionally, pandemics such as the COVID-19 pandemic could increase the magnitude of many of the other risks described in this annual report, and have other adverse effects on our operations that we are not currently able to predict.

If our business and the markets in which we operate experience a prolonged occurrence of adverse public health conditions, such as COVID-19, it could materially and adversely affect our business, financial condition, and results of operations.

See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends affecting our business—Impacts of the Coronavirus.”

Foreign currency exchange rate fluctuations could adversely affect our results of operations.

We operate in various international markets, including jurisdictions within the European Union (which we refer to as the “EU”) and Asia.

Foreign currency exchange rate fluctuations have adversely affected and may continue to adversely affect our results of operations.

We operate in various international markets, including jurisdictions within the EU and Asia.

During periods of a strengthening U.S.

dollar, our international revenues will be reduced when translated into U.S.

In addition, as foreign currency exchange rates fluctuate, the translation of our international revenues into U.S.

dollar, which we experienced throughout much of 2022, our international revenues have been and will be reduced when translated into U.S.

In addition, as foreign currency exchange rates

fluctuate, the translation of our international revenues into U.S.

dollar-denominated operating results affects the period-over-period comparability of such results and can result in foreign currency exchange gains and losses.

The departure of the United Kingdom from the European Union, commonly referred to as “Brexit,” has caused, and may continue to cause, volatility in currency exchange rates between the U.S.

The departure of the United Kingdom from the EU, commonly referred to as “Brexit,” has caused, and may continue to cause, volatility in currency exchange rates between the U.S.

dollar and the British Pound and the full impact of Brexit remains uncertain.

See ‘‘Item 7—Management’s Discussion and Analysis of

Financial Condition and Results of Operations—Principles of Financial Reporting—Effects of Changes in Foreign Exchange Rates on Revenue,“ and Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”

For additional information and for an example of how international revenues were impacted in 2022 by a strengthened U.S.

dollar, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Effects of Changes in Foreign Exchange Rates on Revenue,“ and Item 7A—Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Risk.”

Distribution and marketing of, and access to, our services relies, in significant part, on a variety of third-party platforms, in particular, mobile app stores.

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To the extent either or both of them do so, our business, financial condition and results of operations could be adversely affected.

For example, Apple made changes to its policy on the processing of Apple’s IDFA, requiring app users to opt in before their IDFA can be accessed by an app.

For example, in 2021 Apple made changes to its policy on the processing of Apple’s IDFA, requiring app users to opt in before their IDFA can be accessed by an application.

As a consequence, the ability of advertisers to accurately target and measure the effectiveness of their advertising campaigns at the user level has been limited and we and other app developers have experienced increased cost per registration.

Additionally, Apple and Google are known to retaliate against app developers who publicly or privately challenge their app store rules and policies, and such retaliation has and could adversely affect our business, financial condition, and results of operations.

Additionally, Apple and Google are known to retaliate against application developers who publicly or privately challenge their app store rules and policies, and such retaliation has and could adversely affect our business, financial condition, and results of operations.

The success of our services will depend, in part, on our ability to access, collect, and use personal data about our users and subscribers.

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While our mobile applications are generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features within these applications.

We determine the prices at which these subscriptions and features are sold;

purchases of these subscriptions and features via our mobile applications are required to be processed through the in-app payment systems provided by Apple and Google.

Due to these requirements, we pay Apple and Google, as applicable, a meaningful share (generally 30%) of the revenue we receive from these transactions (Google reduced its in-app purchase fees for subscription payments to 15% as of January 1, 2022).

While we are constantly innovating on and creating our own payment systems and methods, given the ever increasing distribution of our services through app stores and the strict mandates to use the in-app payments systems tied into Apple’s and Google’s app stores, we may need to offset these increased app store fees by decreasing traditional marketing expenditures as a percentage of revenue, increasing user volume or monetization per user, or by engaging in other efforts to increase revenue or decrease costs generally, or our business, financial condition and results of operations could be adversely affected.

Google announced that it will require all developers to process all in-app purchases of subscriptions and features entirely through their in-app payment system beginning on March 31, 2022, instead of the original date announced by Google of September 30, 2021.

To date, Google has not enforced such a requirement, but if Google does so, our business, financial condition and results of operations would be adversely affected.

See “Item 1—Business—Dependencies on services provided by others—App Stores.”

We generally determine the prices at which these subscriptions and features are sold;

however, purchases of these subscriptions and features are required to be processed through the in-app payment systems provided by Apple and Google, although some of our applications are currently able to use their own payment systems for in-app purchases made on Android devices.

Where we are required to use Apple’s or Google’s payment systems, we pay Apple and Google, as applicable, a meaningful share (generally 30%, although as of January 1, 2022 Google reduced the percentage applicable to subscriptions to 15%) of the revenue we receive from these transactions.

While we are constantly innovating on and creating our own payment systems and methods, given the ever increasing distribution of our services through app stores and the combination of their strict anti-steering rules and mandates to use the in-app payments systems tied into those app stores, we may need to offset these increased app store fees by decreasing traditional marketing expenditures as a percentage of revenue, increasing user volume or monetization per user, or by engaging in other efforts to increase revenue or decrease costs generally, or our business, financial condition and results of operations could be adversely affected.

On March 31, 2022, Google began enforcing its new in-app payments policy, which requires all developers to process all in-app purchases of subscriptions and features entirely through Google’s in-app payment system.

If an application developer failed to comply by June 1, 2022, Google threatened to remove that developer’s applications from the Google Play Store and not allow them to make updates to their applications.

In May 2022, several of our subsidiaries filed a complaint in federal district court in California against Google alleging that Google’s dominance and anti-competitive conduct in the Android app distribution and in-app payment markets violate federal antitrust laws, particularly with respect to the requirement that we use Google’s in-app payment system exclusively.

While Google has already enforced its new payments policy in most jurisdictions, it has not done so with respect to our applications due to a stipulation reached in the ongoing Google litigation.

Google has filed certain counterclaims against us in which they seek damages as well as a declaratory judgment to allow them to remove our applications from the Google Play Store.

While we believe Google’s counterclaims are without merit, if Google prevails in the Google litigation, Google may be permitted to remove certain of our applications from the Google Play Store or we may be required to incur additional significant in-app purchase fees for past as well as future purchases, which would cause our business, financial condition, and results of operations to be materially adversely affected.

For additional information, see“Item 1—Business—Dependencies on services provided by others—App Stores” and “Item 3 Legal Proceedings—Google Litigation.”

We depend on our key personnel.

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Effective succession planning is also important to our future success.

In the last 12 months, there have been significant changes to our senior leadership team, including our Chief Executive Officer and the Chief Executive Officer of Tinder, our largest brand.

These changes and any future significant leadership changes or senior management transitions involve inherent risk.

If we fail to ensure the effective transfer of senior management knowledge and smooth transitions involving senior management across our various businesses, our ability to execute short and long term strategic, financial, and operating goals, as well as our business, financial condition, and results of operations generally, could be adversely affected.

In addition to intense competition for talent, workforce dynamics are constantly evolving.

If we do not manage changing workforce dynamics effectively, it could materially adversely affect our culture, reputation and operational flexibility.

Our success depends, in part, on the integrity of our systems and infrastructures and on our ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.

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Any failure to do so in a timely and cost-effective manner could adversely affect our users’ experience with our various services and thereby negatively impact the demand for our services, and could increase our costs, either of which could adversely affect our business, financial condition, and results of operations.

From time to time we have, and may continue to, augment and enhance, or transition to other, enterprise resource planning, human resources, financial, or other systems.

Such actions may cause us to experience difficulties in managing our systems and processes, which could disrupt our operations, the management of our finances, and the reporting of our financial results, which in turn, may result in our inability to manage the growth of our business and to accurately forecast and report our results, each of which could adversely affect our business, financial condition, and results of operations.

We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.

We are regularly under attack by perpetrators of random or targeted malicious technology-related events, such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software, distributed denial of service attacks, and attempts to misappropriate customer information, including personal user data, credit card information, and account login credentials.

While we have invested (and continue to invest) in the protection of our systems and infrastructure, in related personnel and training and in employing a data minimization strategy, where appropriate, there can be no assurance that our efforts will prevent

significant breaches in our systems or other such events from occurring.

Some of our systems have experienced past security incidents, and, although they did not have a material adverse effect on our operating results, there can be no assurance of a similar result in the future.

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The impact of cyber or similar attacks experienced by third parties who provide services to us or otherwise process data on our behalf could have a similar effect on us.

Moreover, even cyber or similar attacks that do not directly affect us or our third party service providers or data processors may result in widespread access to user account login credentials that such users have used across multiple internet sites, including our sites, or a loss of consumer confidence generally, which could make users less likely to use or continue to use online services generally, including our services.

Moreover, even cyber or similar attacks that do not directly affect us or our third party service providers or data processors may result in widespread access to user data, for instance through account login credentials that such users might have used across multiple internet sites, including our sites, or directly through access to user data that these third party service providers could process in the context of the services they provide to us.

These events can lead to government enforcement actions, fines and litigation, as well as loss of consumer confidence generally, which could make users less likely to use or continue to use online services generally, including our services.

The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

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Any changes in service levels at our data centers or hosted web service providers or any interruptions, outages, or delays in our systems or those of our third party providers, deterioration in the performance of these systems, or cyber or similar attacks on these systems could impair our ability to provide our services or process transactions with our users, which would adversely impact our business, financial condition and results of operations.

See “Item 1—Business—Dependencies on services provided by others—Cloud and Other Services.”

For additional information, see “Item 1—Business—Dependencies on services provided by others—Cloud and Other Services.”

If the security of personal and confidential or sensitive user information that we maintain and store is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an event and our reputation could be harmed.

We receive, process, store, and transmit a significant amount of personal user and other confidential or sensitive information, including credit card information and user-to-user communications, and enable our users to share their personal information with each other.

In some cases, we engage third party service providers to store this information.

We receive, process, store, and transmit a significant amount of personal user and other confidential or sensitive information, without limitation, including credit card information and user-to-user communications, and enable our users to share their personal information with each other.

In some cases, we engage third party service providers to store or process this information.

We continuously develop and maintain systems to protect the security, integrity, and confidentiality of this information, but we have experienced past incidents and cannot guarantee that inadvertent or unauthorized use or disclosure will not occur in the future or that third parties will not gain unauthorized access to this information despite our efforts.

When such events occur, we may not be able to remedy them, be required by law to notify regulators and individuals whose personal information was used or disclosed without authorization, be subject to claims against us, including government enforcement actions, fines and litigation, and have to expend significant capital and other resources to mitigate the impact of such events, including developing and implementing protections to prevent future events of this nature from occurring.

When breaches of security (or the security of our service providers) occur, the perception of the effectiveness of our security measures, the security measures of our service providers, and our reputation may be harmed, we may lose current and potential users and our various brands’ reputation and competitive positions may be tarnished, any or all of which might adversely affect our business, financial condition, and results of operations.

When such events occur, we may not be able to remedy them, and we may be required by law to notify regulators and individuals whose personal information was processed, used or disclosed without authorization, be subject to claims against us, including government enforcement actions, fines and litigation, and have to expend significant capital and other resources to mitigate the impact of such events, including developing and implementing protections to prevent future events of this nature from occurring.

When breaches of security (or the security of our service providers) occur, the perception of the effectiveness of our security measures, the security measures of our service providers, and our reputation may be harmed, we may lose current and potential users and our various brands’ reputations and competitive positions may be tarnished, any or all of which might adversely affect our business, financial condition, and results of operations.

Our business is subject to complex and evolving U.S.

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federal, state, and municipal and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and subject to change.

the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state to state and country to country and inconsistently with our current policies and practices.

As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from state to state and country to country and inconsistently with our current policies and practices.

These laws and regulations, as well as any associated inquiries, investigations or other government actions, may be costly to comply with and may delay or impede the development of new services, require changes to or cessation of certain business practices, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines or modifications to existing business practices.

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The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or our services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for our service offerings and increase our cost of doing business.

For example, in December 2017, the Federal Communications Commission adopted an order reversing net neutrality protections in the United States, including the repeal of specific rules against blocking, throttling or “paid prioritization” of content or services by internet service providers.

For example, in 2017, the Federal Communications Commission adopted an order reversing net neutrality protections in the United States, including the repeal of specific rules against blocking, throttling or “paid prioritization” of content or services by internet service providers.

To the extent internet service providers engage in such blocking, throttling, “paid prioritization” of content, or similar actions as a result of this order and the adoption of similar laws or regulations, our business, financial condition, and results of operations could be adversely affected.

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In addition, no assurances can be given that third parties will not create new products or methods that achieve similar results without infringing upon patents we own.

Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual property without authorization, our existing trademarks, patents, or trade secrets may be determined to be invalid or unenforceable, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection.

The occurrence of any of these events could tarnish of our brands’ reputation, limit our ability to market them, or impede our ability to effectively compete against competitors with similar technologies, any of which could adversely affect our business, financial condition, and results of operations.

From time to time, we have been subject to legal proceedings and claims, including claims of alleged infringement of trademarks, copyrights, patents, and other intellectual property rights held by third parties.

In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets, and patents or to determine the validity and scope of proprietary rights claimed by others.

For example, in 2021, we settled patent and trademark infringement litigation against Muzmatch, and settled with several other infringers outside of litigation.

Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use our intellectual property without authorization, our existing trademarks, patents, or trade secrets can be, and, on rare occasions, have been, determined to be invalid or unenforceable, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection.

The occurrence of any of these events could tarnish our brands’ reputations, limit our ability to market them, or impede our ability to effectively compete against competitors with similar technologies, any of which could adversely affect our business, financial condition, and results of operations.

In addition, from time to time we have engaged in litigation, and may continue to do so in the future, to enforce our intellectual property rights, protect our trade secrets and patents, or to determine the validity and scope of proprietary rights claimed by others.

Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition, and results of operations.

We operate in various international markets, including certain markets in which we have limited experience.

We operate in various international markets, including certain markets in which we have limited experience, and some of our brands continue to seek to increase their international scope.

As a result, we face additional risks in connection with certain of our international operations.

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We may experience operational and financial risks in connection with acquisitions.

We have made acquisitions in the past, including our acquisition of Hyperconnect in June 2021, and continue to seek potential acquisition candidates.

We have made acquisitions in the past, including our acquisitions of Hyperconnect in June 2021 and The League in July 2022, and continue to seek potential acquisition candidates.

We may experience operational and financial risks in connection with historical and future acquisitions if we are unable to:

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In addition, such acquisitions can result in material diversion of management’s attention or other resources from our existing businesses.

The occurrence of any these events could have an adverse effect on our business, financial condition, and results of operations.

The occurrence of any of these events could have an adverse effect on our business, financial condition, and results of operations.

We have incurred impairment charges related to our intangible assets in the past and may incur further impairment charges related to our goodwill and other intangible assets in the future, which have required us to, and in the future may again require us to, record a significant charge to earnings.

We acquire other companies and intangible assets and may not realize all the economic benefit from those acquisitions, which could cause an impairment of goodwill or intangible assets.

We assess goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates in our industry.

For example, in 2022, we recorded impairment charges related to Hyperconnect intangible assets that stemmed from a decline in long-term projections for the business since the acquisition in June 2021, including adverse foreign currency impacts in certain of Hyperconnect’s key markets, and the use of higher discount rates to value the assets.

There were also additional impairments in 2022 related to other more established trade names.

We may in the future be required to record additional significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined, negatively affecting our results of operations.

For further information, see “Note 5—Goodwill and Intangible Assets” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial Statements and Supplementary Data.”

We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our financial condition.

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See “Item 3—Legal Proceedings.”

Our operations are subject to the effects of high rates of inflation and volatile global economic conditions.

The United States, Europe and other key global markets have recently experienced historically high levels of inflation, which have impacted, among other things, employee compensation expenses.

If inflation rates continue to remain historically high or if rates increase any further, it will likely further affect our expenses, and it may reduce consumer discretionary spending, which could affect the buying power of our users and lead to a reduced demand for our services, particularly for à la carte features or at brands that serve consumers with less discretionary income.

Additionally, geopolitical developments, such as the war in Ukraine, tensions with China, climate change, and the responses by central banking authorities to control inflation, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets.

Adverse macroeconomic conditions, including lower consumer confidence, slower growth or recession, changes to fiscal and monetary policy, inflation, higher interest rates, the availability and cost of credit, and the strength of the economies in which we and our users are located, have adversely affected and may continue to adversely affect our business, financial condition, and results of operations.

Risks relating to our indebtedness

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Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time.

Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business

Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

In addition, the terms of existing or future debt agreements may restrict us from adopting some of these alternatives.

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federal income tax purposes.

These opinions were based upon and rely on various facts and assumptions, as well as certain representations and undertakings of Former IAC, Former Match Group, IAC, and Match Group, including relating to the past and future conduct of Former IAC, Former Match Group, IAC, and Match Group.

future conduct of Former IAC, Former Match Group, IAC, and Match Group.

If any of these representations or undertakings is, or becomes, inaccurate or incomplete, or if any of the representations or covenants contained in any of the transaction-related agreements or in any document relating to the opinions of counsel is, or becomes, inaccurate or is not complied with by Former IAC, Former Match Group, IAC, Match Group, or any of their respective subsidiaries, the opinions of counsel may be invalid and the conclusions reached therein could be jeopardized.

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federal income tax purposes if it determines that any of the representations, assumptions, or undertakings upon which the opinions of counsel were based are inaccurate or have not been complied with.

Moreover, even if the foregoing representations, assumptions, or undertakings are accurate and have been complied with, the opinions of counsel merely represent the judgment of such counsel and are not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in

the opinions of counsel.

Accordingly, there can be no assurance that the IRS will not assert that the transactions effected in connection with the Separation do not qualify for tax-free treatment for U.S.

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If we or our subsidiaries were required to pay taxes imposed on us with respect to the Separation, our cash flows would be adversely affected.

We may not be able to engage in desirable capital-raising or strategic transactions following the Separation.

We believe we will generally be able to engage in desirable capital-raising or strategic transactions.

However, under current U.S.

federal income tax law, a distribution that otherwise qualifies for tax-free treatment can be rendered taxable to the distributing corporation and its stockholders as a result of certain post-distribution transactions, including certain acquisitions of shares or assets of both the distributing corporation and the corporation the stock of which is distributed.

To preserve the tax-free treatment of the transactions effected in connection with the Separation, the Tax Matters Agreement imposes certain restrictions on us and our subsidiaries during the two-year period following the Separation.

Except in specific circumstances, we are generally restricted from (1) ceasing to actively conduct certain of our businesses;

(2) entering into certain transactions or series of transactions pursuant to which all or a portion of our shares of common stock would be acquired, whether by merger or otherwise;

(3) liquidating or merging or consolidating with any other person;

(4) issuing equity securities beyond certain thresholds;

(5) repurchasing shares of our common stock, other than in certain open-market transactions;

or (6) taking or failing to take any other action that would cause the transactions effected in connection with the Separation to fail to qualify as a transaction that is generally tax-free for U.S.

federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code.

These restrictions may limit our ability to pursue certain equity issuances, strategic transactions, repurchases or other transactions that we may otherwise believe to be in the best interests of our stockholders or that might increase the value of our business.

Actual or potential conflicts of interest may develop between our management and directors, on the one hand, and the management and directors of IAC, on the other hand.

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This ownership overlap could create, or appear to create, potential conflicts of interest when Match Group’s directors and IAC’s executive officers and directors face decisions that could have different implications for Match Group and IAC.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute between Match Group and IAC regarding the terms of the agreements governing

the Separation and the relationship between Match Group and IAC thereafter.

For example, potential conflicts of interest could arise in connection with the resolution of any dispute between Match Group and IAC regarding the terms of the agreements governing the Separation and the relationship between Match Group and IAC thereafter.

Potential conflicts of interest could also arise if Match Group and IAC enter into any commercial arrangements in the future.

In addition, Joseph Levin serves as a director of Match Group while also serving as an executive officer of IAC, and Alan G.

In addition, Alan G.

Spoon serves as a director of each of Match Group and IAC.

We believe that having a limited number of senior IAC management members serve on our Board for a transitional period will be beneficial to us.

However, the fact that Messrs.

Levin and Spoon hold positions with both Match Group and IAC could create, or appear to create, potential conflicts of interest for each of them when facing decisions that may affect both Match Group and IAC, and each of them also faces conflicts of interest with regard to the allocation of his time between Match Group and IAC.

The fact that Mr.

Spoon holds positions with both Match Group and IAC could create, or appear to create, potential conflicts of interest for him when facing decisions that may affect both Match Group and IAC, and he also faces conflicts of interest with regard to the allocation of his time between Match Group and IAC.

Our certificate of incorporation could prevent us from benefiting from corporate opportunities that might otherwise have been available to us.

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We have no current plans to pay cash dividends on our common stock.

Instead, we anticipate that all of our future earnings will be retained to support our operations and to finance the growth and development of our business.

Instead, we anticipate that all of our future earnings will be retained to support our operations, to finance the growth and development of our business, and to fund our share repurchase program.

We are not obligated to pay dividends on our common stock.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors