What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-02-24 compared with 2022-02-24 · 175 added, 243 removed, 392 unchanged (52% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2021 Developments

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

(“Hyperconnect”).

The Delayed Draw Term Loan was terminated effective June 18, 2021 according to its terms.

On June 17, 2021, Match Group completed the acquisition of Hyperconnect.

The purchase price was $1.75 billion, net of cash acquired.

The acquisition was funded with cash on hand and the issuance of 5.9 million shares of Match Group common stock.

On October 4, 2021, MG Holdings II completed a private offering of $500 million aggregate principal amount of 3.625% Senior Notes.

The proceeds from these notes were used to redeem a portion of the outstanding 2022 Exchangeable Notes, for general corporate purposes, and to pay expenses associated with the offering.

On October 4, 2021, we repurchased approximately $414 million aggregate principal amount of our outstanding 2022 Exchangeable Notes for approximately $1.5 billion, including accrued and unpaid interest on the repurchased notes, funded with:

net proceeds of $879.0 million from a registered direct offering to the holders of the 2022 Exchangeable Notes being repurchased of 5,534,098 shares of our common stock at a price of $158.83 per share;

approximately $420 million of net proceeds from the 3.625% Senior Notes offering;

net proceeds of approximately $201 million from the unwind of a proportionate amount of outstanding hedges and warrants corresponding to the 2022 Exchangeable Notes being repurchased.

In connection with these transactions, the statement of operations for the year ended December 31, 2021 reflects a loss of $14.5 million, included in other expense, net, primarily related to the change in fair value of the embedded derivative we recognized during the period between our entering into the various agreements on September 22, 2021 and settlement on October 4, 2021.

On December 1, 2021, we agreed to settle the pending, threatened, and potential claims at issue in Rad, et al.

v IAC/InterActiveCorp, et al.

and related arbitrations.

Under the terms of the agreement, Match Group agreed to pay the plaintiffs and claimants $441 million and plaintiffs and claimants agreed to dismiss all claims in trial and in arbitration.

We expect to pay the settlement amount in 2022 utilizing cash on hand.

The $441 million settlement is included in other expense, net for the year ended December 31, 2021.

Updated Operating and Financial Metrics

In 2021, we adjusted our key operating and financial data to provide better insight into the performance of our business.

We are disclosing this data in three geographic areas—Americas, Europe, and APAC and Other.

Additionally, rather than presenting Average Subscribers and Average Revenue per Subscriber (“ARPU”), we now present Payers and Revenue Per Payer (“RPP”) (as defined below).

Unlike Average Subscribers, which included only users who purchase a subscription and were counted on a daily basis, Payers include all users from whom we earn revenue (including those who make only à la carte purchases) and are counted as unique users in a given month.

Similarly, ARPU was a daily metric and included Direct Revenue sourced from subscribers only, whereas RPP is a monthly metric and includes all Direct Revenue.

We believe that Payers and RPP, which account for non-subscriber users and the associated revenue, is more useful in evaluating the performance of our business.

We believe presenting Direct Revenue, Payers, and RPP in three geographic regions enables investors to better understand our operating performance and is appropriate given our expanding global footprint.

The new metrics also better account for the increasing à la carte revenue as a percentage of total revenue that the company earns and enhance comparability with our peers.

Additionally, we have updated the title of our primary non-GAAP measure to “Adjusted Operating Income” from our previous title “Adjusted EBITDA.” We believe this updated title better reflects how management views the non-GAAP measure in relation to the closest GAAP measure, operating income.

The calculation of the non-GAAP measure has not changed, and therefore the reconciliation of Net Income to Operating Income and to Adjusted Operating Income have not changed.

See “Non-GAAP Financial Measures” below for the full definition of Adjusted Operating Income and a reconciliation of net earnings attributable to Match Group, Inc.

shareholders to Operating Income and Adjusted Operating Income.

Separation from IAC

On June 30, 2020, the companies formerly known as Match Group, Inc.

(referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC, consisting of Former IAC’s businesses other than Match Group (the “Separation”).

As part of the Separation, Former Match Group merged with and into MG Holdings II, an indirect wholly-owned subsidiary of Match Group, with MG Holdings II surviving the merger as an indirect wholly-owned subsidiary of Match Group.

As a result of the Separation, the operations of Former IAC businesses other than Match Group are presented as discontinued operations.

For additional information relating to the Separation and the related transactions and agreements, see “Part I—Item 1—Business—Separation of Match Group and IAC” and “Part I—Item 1—Business—Relationship with IAC after the Separation.”

Operating and financial metrics:

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

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

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

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

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In-app purchase fees are monies paid to Apple and Google in connection with the processing of in-app purchases of subscriptions and service features through the in-app payment systems provided by Apple and Google.

• Selling and marketing expense - consists primarily of advertising expenditures and compensation expense (including stock-based compensation expense) and other employee-related costs for

personnel engaged in selling and marketing, and sales support functions.

• Selling and marketing expense - consists primarily of advertising expenditures and compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in selling and marketing, and sales support functions.

Advertising expenditures includes online marketing, including fees paid to search engines and social media sites, offline marketing (which is primarily television advertising), and payments to partners that direct traffic to our brands.

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

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

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

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At December 31, 2022, there was $0.4 million in outstanding letters of credit and $749.6 million of availability under the Credit Facility.

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

• Term Loan - The term loan facility under the credit agreement of MG Holdings II.

At December 31, 2021 and December 31, 2020, the Term Loan bore interest at LIBOR plus 1.75% and the then applicable rates were 1.91% and 1.96%, respectively.

At December 31, 2022 and December 31, 2021, the Term Loan bore interest at LIBOR plus 1.75% and the then

applicable rates were 6.49% and 1.91%, respectively.

At December 31, 2022, $425 million was outstanding.

• 6.375% Senior Notes - MG Holdings II’s 6.375% Senior Notes, which were redeemed on June 11, 2020 with the proceeds from the 4.625% Senior Notes.

• 5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017.

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At December 31, 2022, $500 million aggregate principal amount was outstanding.

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

The proceeds were used to repurchase $414.0 million of the outstanding 2022 Exchangeable Notes, for general corporate purposes, and to pay expenses associated with the offering.

• 3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest payable each April 1 and October 1, which were issued on October 4, 2021.

At December 31, 2022, $500 million aggregate principal amount was outstanding.

• 2022 Exchangeable Notes - During the third quarter of 2017, Match Group FinanceCo, Inc., a subsidiary of the Company, issued $517.5 million aggregate principal amount of 0.875% Exchangeable Senior Notes due October 1, 2022, which are exchangeable into shares of the Company's common stock.

Interest is payable each April 1 and October 1.

On October 4, 2021 we purchased $414.0 million aggregate principal amount of the outstanding 2022 Exchangeable Notes (as described above).

During 2021, an additional $18.6 million aggregate principal amount of the 2022 Exchangeable Notes were presented for redemption, $3.0 million of which settled in the year ended December 31, 2021.

outstanding balance of the 2022 Exchangeable Notes at December 31, 2021 was $100.5 million and is presented as a current liability.

• 2022 Exchangeable Notes - During the third quarter of 2017, Match Group FinanceCo, Inc., a subsidiary of the Company, issued $517.5 million aggregate principal amount of 0.875% Exchangeable Senior Notes due October 1, 2022, which were exchangeable into shares of the Company's common stock.

Interest was payable each April 1 and October 1.

In October 2022, the then outstanding 2022 Exchangeable Notes were settled at maturity with cash on hand.

• 2026 Exchangeable Notes - During the second quarter of 2019, Match Group FinanceCo 2, Inc., a subsidiary of the Company, issued $575.0 million aggregate principal amount of 0.875% Exchangeable Senior Notes due June 15, 2026, which are exchangeable into shares of the Company's common stock.

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shareholders to operating income and Adjusted Operating Income.

Separation from IAC

On June 30, 2020, the companies formerly known as Match Group, Inc.

As a result of the Separation, the operations of Former IAC businesses other than Match Group are presented as discontinued operations.

MANAGEMENT OVERVIEW

Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections.

Our global portfolio of brands includes Tinder ® , Match ® , Hinge ® , Meetic ® , OkCupid ® , Pairs™, PlentyOfFish ® , OurTime ® , Azar ® , Hakuna™ Live, and more, each built to increase our users’ likelihood of connecting with others.

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.

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Sources of Revenue

All our services provide the use of certain features for free and then offer a variety of additional features through a subscription or, for certain features, on a pay-per-use, or à la carte, basis.

All of our services provide the use of certain features for free as well as a variety of additional features through a subscription or, for certain features, on a pay-per-use, or à la carte, basis.

Our revenue is primarily derived directly from users in the form of recurring subscription fees and à la carte purchases.

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Over the last several years, we have seen significant changes in our business.

Tinder has grown from incubation to the largest contributing brand in our portfolio with our more established brands returning to growth as well.

This has allowed us to invest in or acquire brands such as Hyperconnect and Hinge and incubate new brands such as Chispa™, BLK ® , and Upward ® , where we have seen initial growth and we expect to see additional growth opportunities into the future.

With our evolving portfolio of brands, we have seen a number of significant trends in our business in recent years, including the following:

Tinder has grown from incubation to the largest contributing brand in our portfolio and Hinge has grown meaningfully since acquisition.

We have acquired brands such as Azar, Hakuna, and The League and incubated new brands such as Chispa™, BLK ® , Stir, and Upward, where we have seen initial growth and we expect to see additional growth opportunities into the future.

With our evolving portfolio of brands, we have seen a number of other significant trends in our business in recent years, including the following:

Lower cost users.

All of our brands rely on word-of-mouth, or free, user acquisition to varying degrees.

Word-of-mouth acquisition is typically a function of scale (with larger communities driving greater numbers of referrals), youthfulness (with the viral effect being more pronounced in younger populations due, in part, to a significantly higher concentration of people seeking connections in any given social circle and the increased adoption of social media and similar platforms among such populations), and monetization rate (with people

generally more likely to talk openly about using technologies to meet people that are less heavily monetized).

Additionally, some, but not all, of our brands spend meaningfully on paid marketing.

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Changing paid acquisition dynamics.

Even as our acquisition of lower cost users increases, paid acquisition of users remains an important driver of our business.

Even as we increase our acquisition of lower cost users, paid acquisition of users remains an important driver of our business.

The channels through which we market our brands are always evolving, but we are currently in a period of rapid change as TV and video consumption patterns evolve and internet consumption occurs regularly on mobile devices.

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Purchases made by our customers through mobile applications, as opposed to desktop or mobile web, continue to increase.

Purchases processed through the in-app payments systems provided by the Apple App Store and Google Play Store are subject to in-app purchase fees, which are generally 30% of the purchase price (Google reduced its in-app purchase fees for subscriptions to 15% as of January 1, 2022).

As a result, the percentage of our revenues paid to Apple and Google continues to be a significant expense.

In 2019, Tinder began offering subscribers an alternative payment method to Google’s in-app payment system similar to the payment alternatives other brands in our portfolio have historically offered to subscribers through mobile apps on Android.

Google has announced that beginning in March 2022, all purchases will be required to be processed through the Google Play Store and subject to in-app purchase fees.

To the extent that app stores fee change, or the mix of our revenue generated through app stores shifts, our results, in particular our profit measures, could be impacted.

The manner in which Apple and Google operate these services is being reviewed by legislative and regulatory bodies globally.

Notably, the Republic of Korea recently adopted legislation that prohibits Apple and Google from requiring that developers exclusively use Apple and Google to process payments.

In the Netherlands, the Authority for Consumers and Markets found Apple’s requirement that online dating companies must exclusively use Apple’s in-app payment violates both Dutch and European Union law.

Multiple other jurisdictions, including the European Union, United Kingdom, Russia, Japan, and India are investigating, considering regulatory action or considering legislation to restrict or prohibit these practices.

The United States Congress, as well as a number of state legislatures, are also considering legislation that would regulate certain terms of the relationships between developers and Apple and Google and prohibit Apple and Google from requiring in-app payment processing.

Purchases processed through the in-app payments systems provided by the Apple App Store and Google Play Store are subject to in-app purchase fees, which are generally

30% of the purchase price (Google reduced its in-app purchase fees for subscriptions to 15% as of January 1, 2022).

As a result, the percentage of our revenues paid to Apple and Google continues to be a significant and growing expense.

For additional information, see “Item 1 Business—Dependencies on services provided by others—App Stores.”

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 it to make updates to its 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.

For additional information, see “Item 3 Legal Proceedings—Google Litigation.” 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 by the parties in the ongoing Google litigation.

Increase in acceptance and growth of technologies to meet people globally.

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As more internet-connected people seeking connections utilize technologies to meet people and the stigma around using such technologies continues to erode, we believe that there is potential for accelerating growth in the use of these technologies globally.

Increased consumption of video and live experiences.

With more recent advances in technology, most notably live video, and with an increasing amount of time spent online, there are new ways that people want to meet and get to know one another that are more reflective of how people engage in-person.

Our brands are evolving to incorporate a variety of new technologies that enable users to interact in a variety of ways including video capabilities and live experiences.

These technologies were already being incorporated at the beginning of the COVID-19 pandemic in 2020 and we are continuing to further incorporate them into our portfolio of brands.

As a result, new services, entrants to the market, and business models are likely to continue to emerge, sometimes at the expense of our 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.

Implementing new technologies that enhance our user experience.

We expect new technologies to continue to drive user engagement.

As new technologies develop, we evaluate if those technologies can be incorporated into our apps and will enhance the user experience.

We believe that implementation of recent advances in technology, such as live video and live experiences, have enhanced our brands’ ability to attract and retain users.

We expect new technologies to continue to drive user engagement and expect other technologies beyond video and live experiences to be tested in our services and incorporated into our apps in the future.

Impacts of the Coronavirus.

When the novel coronavirus (“COVID-19”) first hit Western Europe and then certain major metropolitan centers in the U.S.

in the Spring of 2020, particularly New York City, engagement

(messages sent, daily active users, Swipe ® activity on the Tinder platform) increased significantly, but subscribers who purchase a subscription for the first time (“first-time subscribers”) declined at most of our brands as meeting in person was restricted.

As we entered the summer months of 2020, propensity to pay rebounded across our portfolio, and first-time subscribers climbed amid reduced COVID-19 cases, but then faced new headwinds at the end of 2020, as the second wave of COVID-19 cases and related lockdowns took hold.

In 2021, we saw a new normalization level as vaccines continued to roll out globally, even as several countries experienced a third wave of cases.

We saw strong recovery in the U.S.

and improvement in Europe as well, but important markets for us such as India, South Korea, Brazil, and Japan were further behind on the COVID-19 curve.

The recent Omicron variant surge has caused a modest impact on our business, with rolling global effects as the wave passes through the U.S., Europe, and then, we expect, Asia.

While we have continued to feel the effects of COVID-19 on our business as new waves and variants have emerged, the business has proven to be quite resilient over the last two years.

Other factors affecting the comparability of our results

When the novel coronavirus (“COVID-19”) first hit Western Europe and the U.S.

in 2020, user engagement increased significantly, but subscribers who purchase a subscription for the first time (“first-time subscribers”) declined at most of our brands as meeting in person was restricted.

As 2020 progressed, propensity to pay rebounded across our portfolio, and first-time subscribers climbed amid reduced COVID-19 cases, but then faced new headwinds at the end of 2020.

In 2021 and continuing into 2022, we saw a new normalization level as vaccines rolled out globally, even as several countries experienced additional waves of cases.

The Omicron variant surge caused a modest impact on our business, with rolling global effects as the wave passed through various parts of the globe.

Despite these past effects, the business has proven to be quite resilient over the last three years and we do not currently expect significant effects from COVID-19 in the near future.

Other trends or factors affecting the comparability of our results

Advertising spend.

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We spend advertising dollars against an expected lifetime value of a Payer that is realized over a multi-year period.

and while this advertising spend is intended to be profitable on that basis, it is nearly always negative during the period in which the expense is incurred.

While this advertising spend is intended to be profitable on that basis, it is nearly always negative during the period in which the expense is incurred.

For newer brands that are gaining scale, or existing brands that are expanding into new geographies, we may make incremental advertising investments to establish the brand before optimizing monetization of the brand.

In general, our more established brands spend a higher proportion of their revenue on advertising while our newer brands spend a lower proportion and tend to rely more on word of mouth and other viral marketing.

Additionally, advertising spend is typically higher during the first quarter of our fiscal year, and lower during the fourth quarter.

See “Seasonality” below.

Historically, our business has experienced seasonal fluctuations in quarterly operating results, particularly with respect to our profit measurements.

This is driven primarily by a higher concentration of advertising spend in the first quarter, when advertising prices tend to be the lowest and demand for our services tends to be highest, and a lower concentration of advertising spend in the fourth quarter, when advertising costs tend to be highest and demand for our services tends to be lowest.

Seasonality is not consistent across our brands, with brands targeted at older users generally showing more seasonality than brands targeted at younger users.

In general, our more established brands spend

a higher proportion of their revenue on advertising while our newer brands spend a lower proportion and tend to rely more on word of mouth and other viral marketing.

Our advertising spend may be incurred unevenly throughout the year.

International markets.

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2022 Consolidated Results

In 2021, revenue, operating income and Adjusted Operating Income grew 25%, 14% and 19%, respectively, year-over-year.

Revenue growth was primarily due to strong growth at Tinder, Hinge, and PlentyOfFish and the acquisition of Hyperconnect in June 2021.

Operating income and Adjusted Operating Income grew at a slower rate than revenue primarily due to the acquisition of Hyperconnect, higher cost of revenue primarily due to in-app purchase fees, higher general and administrative expense primarily related to higher legal and other professional fees and increased compensation expense as a result of increased headcount, higher product development expenses from increased headcount at Tinder and Hinge, partially offset by lower selling and marketing expense as a percentage of revenue.

Operating income was further impacted by higher amortization of intangibles due to the acquisition of Hyperconnect and higher stock-based compensation expense, primarily due to new grants made during the year and new grants associated with the Hyperconnect acquisition, partially offset by lower expense for award modifications.

In 2022, revenue grew 7%, operating income decreased 40%, and Adjusted Operating Income grew 6% year-over-year.

Revenue growth was primarily due to strong growth at Tinder and Hinge, as well as the acquisition of Hyperconnect in June 2021.

Operating income and Adjusted Operating Income benefited from lower selling and marketing expense and general and administrative expense as a percentage of revenue, both excluding stock-based compensation expense, partially offset by an increase in cost of revenue due to higher-in app fees, and an increase in product development expense primarily due to increase in compensation expense.

Operating income was further impacted by impairments of intangible assets and increased stock-based compensation expense primarily due to new grants made during the year.

Results of Operations for the years ended December 31, 2022, 2021 and 2020

The following discussion should be read in conjunction with “Item 8.

Consolidated Financial Statements and Supplementary Data.”

Consolidated Financial Statements and Supplementary Data.” For a discussion regarding our financial condition and results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022.

Years Ended December 31,

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Tinder $ 1,794,467 $ 144,710 9% $ 1,649,757 $ 294,357 22% $ 1,355,400

Hinge 283,668 87,130 44% 196,538 106,393 118% 90,145

Other brands 1,052,086 (24,490) (2)% 1,076,576 177,397 20% 899,179

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Total $ 15.97 $ 0.24 2% $ 15.73 $ 1.31 9% $ 14.42

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(a) Our ability to eliminate duplicate Payers at a brand level for periods prior to Q2 2020 is impacted by data privacy requirements which require that we anonymize data after 12 months, therefore Payer data for those periods is likely overstated.

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Americas Direct Revenue grew $264.1 million, or 21%, in 2021 versus 2020, driven by 13% growth in Payers and 8% growth in RPP.

Growth in Payers was primarily driven by Tinder with contributions from Hinge and the Swipe ® Apps (BLK, Chispa, and Upward).

RPP growth was driven by both monetization growth at Hinge and á la carte purchases at Hinge, Tinder and PlentyOfFish.

Americas Direct Revenue grew $117.0 million, or 8%, in 2022 versus 2021, driven by 6% growth in RPP and 2% growth in Payers.

RPP growth was driven by both higher average prices paid for subscriptions and increased average á la carte purchases per Payer at Tinder and Hinge.

Growth in Payers was primarily driven by Tinder and Hinge, partially offset by decreases at Plenty Of Fish and Match.

Europe Direct Revenue grew $27.1 million, or 3%, in 2022 versus 2021, driven by 2% growth in Payers and 1% growth in RPP.

Growth in Payers and RPP was primarily due to Tinder and, to a lesser extent, the acquisition of Hyperconnect.

RPP growth was favorably impacted by the increased strength of the British pound and the Euro against the U.S.

dollar compared to the year ended December 31, 2020.

APAC and Other Direct Revenue grew $172.4 million, or 41%, in 2021 versus 2020, driven by 24% growth in Payers and 14% growth in RPP.

Growth in Payers and RPP was primarily due to Tinder with contributions from Hinge and the acquisition of Hyperconnect in June 2021, partially offset by decreases at Meetic.

RPP growth was unfavorably impacted by the strength of the U.S.

dollar against the Euro and British Pound compared to 2021.

APAC and Other Direct Revenue grew $63.3 million, or 11%, in 2022 versus 2021, driven by 19% growth in Payers, partially offset by a 7% decrease in RPP.

Payer growth was primarily driven by Tinder and the acquisition of Hyperconnect.

RPP growth was primarily due to the acquisition of Hyperconnect.

Indirect Revenue increased $13.9 million primarily due to higher rates per impression and robust direct ad sales at Tinder.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Americas Direct Revenue grew $157.8 million, or 14%, in 2020 versus 2019, driven by 12% growth in Payers.

Growth in Payers was primarily driven by Tinder with contributions from Hinge and the Swipe Apps (BLK, Chispa, and Upward).

Europe Direct Revenue grew $95.7 million, or 16%, in 2020 versus 2019, driven by 12% growth in Payers and 4% growth in RPP.

Growth in Payers was primarily due to Tinder, and to a lesser extent, contributions from Meetic and Hinge.

RPP growth was primarily due to Tinder and was favorably impacted by the increased strength of the Euro compared to the U.S.

dollar between the two periods.

APAC and Other Direct Revenue grew $84.0 million, or 25%, in 2020 versus 2019, driven by 21% growth in Payers and 4% growth in RPP.

Payer growth was primarily driven by Tinder and Pairs with additional contributions from OkCupid.

RPP growth was driven by Pairs.

Indirect Revenue increased $2.5 million primarily due to higher rates per impression.

RPP was unfavorably impacted by the strength of the U.S.

dollar compared to the Japanese Yen and Turkish Lira.

Indirect Revenue decreased $1.8 million primarily due to lower ad impressions, partially offset by a higher rate per impression compared to the prior year.

Cost of revenue (exclusive of depreciation)

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Cost of revenue increased in part due to the acquisition of Hyperconnect in the second quarter of 2021.

Excluding the increase from the Hyperconnect acquisition, cost of revenue increased 23% primarily due to an increase in in-app purchase fees of $109.4 million, as revenue continues to be increasingly sourced through mobile app stores;

an increase of $15.8 million in partner related costs associated with live video streaming;

an increase in hosting fees of $12.6 million;

and an increase in compensation expense of $11.9 million related to increased costs in customer care.

Total in-app purchase fees for 2021, including Hyperconnect, were $552.6 million.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Cost of revenue increased due to an increase in in-app purchase fees of $50.0 million, as revenue continued to be increasingly sourced through mobile app stores;

an increase in hosting fees of $24.0 million;

an increase of $17.9 million in partner related costs associated with live video streaming;

and an increase in compensation expense of $11.5 million related to increased headcount and other operating costs in customer care.

Excluding the Hyperconnect acquisition, cost of revenue increased 9% primarily due to an increase in in-app purchase fees of $47.7 million, which included a $21.2 million escrow amount related to litigation regarding the fees paid to the Google Play Store, and an increase in hosting fees of $26.4 million.

The additional 5% increase is due to the acquisition of Hyperconnect in June 2021.

For the year ended December 31, 2022, total in-app purchase fees were $622.5 million.

Selling and marketing expense

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Selling and marketing expense increased due to the acquisition of Hyperconnect in the second quarter of 2021, higher marketing spend at multiple brands, and an increase in compensation expense of $9.6 million related to increased headcount.

Selling and marketing expense continued to decline as a percentage of revenue excluding Hyperconnect as we continue to generate revenue growth from brands with relatively lower marketing expense.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Selling and marketing expense increased primarily due to higher marketing spend at multiple brands, and an increase in compensation expense of $5.7 million.

Selling and marketing expense continued to decline as a percentage of revenue as we continued to generate revenue growth from brands with relatively lower marketing expense.

Selling and marketing expense decreased as a result of reduced marketing spend at most brands across the portfolio.

General and administrative expense

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

General and administrative expense increased in part due to the post-acquisition expenses of Hyperconnect.

Excluding Hyperconnect, general and administrative expense increased 26% primarily due to an increase of $29.0 million in legal and other professional fees;

an increase in compensation expense of $20.5 million primarily related to an increase in headcount and an increase in stock-based compensation expense associated with new awards granted in the current year, partially offset by lower modification expense in 2021;

$7.5 million of professional fees incurred to acquire Hyperconnect;

an increase of $8.3 million for non-income taxes, primarily digital services taxes;

and an increase in software license fees of $8.6 million.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

General and administrative expense increased primarily due to an increase in compensation of $39.3 million primarily related to an increase in headcount and an increase in stock-based compensation expense resulting from a modification charge in 2020;

an increase of $6.7 million for non-income taxes, primarily digital services taxes;

and an increase of $6.4 million in legal expenses.

General and administrative expense increased primarily due to an increase in compensation expense of $35.2 million primarily related to (i) an increase in stock-based compensation associated with new awards granted in 2022 and higher modification expense on existing awards, and (ii) an increase in headcount.

Additional increases were due to an increase in travel expenses of $12.9 million as in person activities began to return to pre-pandemic levels.

These increases were partially offset by a decrease in legal and other professional fees, partially due to higher expense in 2021 related to the former Tinder employee litigation and fees related to the Hyperconnect acquisition in June 2021.

Product development expense

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Product development expense increased in part due to the acquisition of Hyperconnect.

Excluding Hyperconnect, product development expense increased 29% primarily due to an increase in compensation expense of $45.4 million primarily related to increased headcount at Tinder and Hinge, and an increase in stock-based compensation associated with new awards granted in the current year.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Product development expense increased primarily as a result of an increase of $18.7 million in compensation primarily due to increased headcount at Tinder.

Product development expense increased primarily due to an increase in compensation expense of $91.8 million in part due to increased headcount at Tinder and Hinge and an increase in stock-based compensation associated with new awards granted in 2022.

Years Ended December 31,

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Depreciation was flat compared to the prior year period.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Depreciation increased primarily due to an increase in internally developed software being placed in service.

Amortization of intangibles

Depreciation increased primarily due to an increase in building and leasehold improvements and furniture and other equipment.

Impairment and amortization of intangibles

Years Ended December 31,

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(Dollars in thousands)

Impairment of intangibles $ 319,534 $ 319,534 NM $ — $ — —% $ —

Amortization of intangibles 46,723 18,164 64% 28,559 21,034 280% 7,525

Impairment and amortization of intangibles $ 366,257 $ 337,698 NM $ 28,559 $ 21,034 280% $ 7,525

Percentage of revenue 11% 1% —%

For the year ended December 31, 2022 compared to the year ended December 31, 2021

Amortization of intangibles increased primarily due to an increase in definite-lived intangibles related to the acquisition of Hyperconnect in the second quarter of 2021, partially offset by an impairment charge recorded in 2020.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Amortization of intangibles decreased primarily due to the decrease in impairment charges in 2020 as compared to impairment charges recorded in 2019.

Impairment of intangibles in 2022 was primarily composed of an impairment of $270.1 million related to Hyperconnect intangible assets that stemmed from a decline in projections related to a lower outlook for the business since the acquisition in June 2021, including foreign currency impacts in certain of Hyperconnect’s key markets, and the use of increased discount rates in the valuation of the Azar and Hakuna brands as a result of increased risk-free rates and overall market volatility in general.

There were also additional impairments in 2022 of $49.4 million related to the Meetic and Match brands in Europe and certain affinity brands in the U.S.

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

Operating Income and Adjusted Operating Income

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Operating income and Adjusted Operating Income increased 14% or $106.0 million and 19% or $171.7 million, respectively, primarily driven by the increase in revenue of $592.0 million which was driven by growth at Tinder, Hinge, and the acquisition of Hyperconnect and lower selling and marketing expense as a percentage of revenue, partially offset by an increase in cost of revenue due to higher in-app fees, as revenue continues to shift to mobile app stores, and an increase in general and administrative expense primarily due to professional fees and compensation expense.

Operating income decreased 40% or $336.7 million, and Adjusted Operating Income increased 6% or $60.3 million.

Operating income and Adjusted Operated Income each benefited from the increase in revenue of $205.6 million which was driven by growth at Tinder and Hinge as well as the acquisition of Hyperconnect, and lower selling and marketing expense and general and administrative expense as a percentage of revenue, both excluding stock-based compensation expense.

That benefit was partially offset by an increase in cost of revenue due to higher in-app purchase fees, including a $21.2 million escrow amount related to litigation with Google in 2022, and an increase in product development expense primarily due to increased compensation expense.

Operating income further declined due to the impairments of intangible assets of $319.5 million and increased stock-based compensation expense.

At December 31, 2022, there was $369.3 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.5 years.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Operating income and Adjusted Operating Income increased 16% or $100.3 million and 15% or $118.5 million, respectively, primarily as a result of the increase in revenue of $340.0 million driven by growth at multiple brands and lower selling and marketing expense as a percentage of revenue, partially offset by an increase in cost of revenue due to higher in-app purchase fees, as revenue was increasingly sourced through mobile app stores, increased web hosting fees, and live video costs.

Interest expense

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For the year ended December 31, 2022 compared to the year ended December 31, 2021

Interest expense was flat compared to the prior year despite an increase in the total average principal amount of long-term debt outstanding due to lower interest rates on newer issuances of senior notes and a lower LIBOR rate on the Term Loan.

For the year ended December 31, 2020 compared to the year ended December 31, 2019

Interest expense increased primarily due to the issuance of the 4.125% Senior Notes on February 11, 2020 and the issuance of the 4.625% Senior Notes on May 19, 2020.

Additionally, the 2026 and 2030 Senior Exchangeable Notes were outstanding for the entire year.

Partially offsetting these increases were decreases due to the redemption of the 6.375% Senior Notes during 2020 and a lower LIBOR rate on the Term Loan.

Other (expense) income, net

Interest expense increased primarily due to the issuance of the 3.625% Senior Notes on October 4, 2021 and a higher LIBOR rate on the Term Loan in 2022;

partially offset by decreases from the settlement and maturity of the remaining 2022 Exchangeable Notes.

Other income (expense), net

Years Ended December 31,

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(Dollars in thousands)

Other (expense) income, net $(465,038) $(480,899) NM $15,861 $17,887 NM $(2,026)

Other income (expense), net $8,033 $473,071 NM $(465,038) $(480,899) NM $15,861

________________________

NM = not meaningful

Other expense, net, in 2021 includes a $441.0 million loss related to the settlement of the former Tinder employee litigation, a $14.6 million loss related to the changes in fair value of derivatives created as we repurchased a portion of our outstanding 2022 Exchangeable Notes, a $5.2 million inducement expense arising from the repurchased 2022 Exchangeable Notes, and $1.8 million in net foreign currency losses, partially offset by $2.4 million of fair market value gains on the net settlement of certain note hedges and warrants relating to the repurchased 2022 Exchangeable Notes.

Other income, net, in 2020 includes a legal settlement of $35.0 million and interest income of $2.7 million, partially offset by a loss on redemption of bonds of $16.5 million, expense of $3.4 million related to mark-to-market adjustments pertaining to liability classified equity instruments, and $0.6 million in net foreign currency losses in the period.

Other expense, net, in 2019 includes a $4.0 million impairment of an equity investment, expense of $1.7 million related to a mark-to-market adjustment pertaining to a liability classified equity instrument, and $0.9 million in net foreign currency losses in the period, partially offset by interest income of $4.4 million.

Income tax (benefit) provision

Other income, net, in 2022 includes interest income of $4.4 million, gains of $3.5 million related to finalization of a legal settlement, and gains of $2.7 million related to mark-to-market adjustments pertaining to liability classified equity instruments.

These items were partially offset by $2.0 million in net foreign currency losses.

These items were partially offset by $2.4 million of fair market value gains on the net settlement of certain note hedges and warrants relating to the repurchased 2022 Exchangeable Notes.

Income tax provision (benefit)

Years Ended December 31,

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(Dollars in thousands)

Income tax (benefit) provision

$(19,897) $(63,170) NM $43,273 $28,193 187% $15,080

Income tax provision (benefit)

$15,361 $35,258 NM $(19,897) $(63,170) NM $43,273

Effective income tax rate

For discussion of income taxes, see “Note 3—Income Taxes” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”

For the year ended December 31, 2021, the Company recorded an income tax benefit of $19.9 million, despite pre-tax income, primarily due to excess tax benefits generated by the (i) exercise and vesting of stock-based awards and (ii) research credits.

For the year ended December 31, 2022, the Company recorded an income tax provision from continuing operations of $15.4 million at an effective tax rate of 4%, which is lower than the statutory rate primarily due to (i) a reversal of valuation allowances in certain foreign jurisdictions as we expect to be able to use the deferred tax assets in these jurisdictions in the coming years, (ii) favorable outcomes of tax audits and (iii) a lower tax rate on U.S.

income derived from foreign sources.

For the year ended December 31, 2021, the Company recorded an income tax benefit of $19.9 million, despite pre-tax income, primarily due to (i) excess tax benefits generated by the exercise and vesting of stock-based awards and (ii) research credits.

This benefit was partially offset by an increase in the valuation allowance for foreign losses and U.S.

foreign tax credits.

For the years ended December 31, 2020 and 2019, the Company recorded an income tax provision of $43.3 million, and $15.1 million, respectively, representing an effective tax rate of 7%, and 3%, respectively, which is lower than the U.S.

statutory rate of 21% due primarily to excess tax benefits generated by (i) the exercise and vesting of stock-based awards and (ii) research credits.

In 2020, these benefits were partially offset by an increase in the valuation allowance for U.S.

foreign tax credits.

In August 2022, the Inflation Reduction Act (“IRA”) was enacted.

Among other things, the IRA imposes a 15% corporate alternative minimum tax (“AMT”) for tax years beginning after December 31, 2022, and levies a nondeductible 1% excise tax on net stock repurchases after December 31, 2022.

Currently, we do not qualify for the AMT.

The impact of the new excise tax will vary depending on the amount and frequency of any future share repurchases, as well as any permitted reductions or exceptions to the amount subject to the excise tax.

Related party transactions

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These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.

Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

Match Group endeavors to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures.

We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures, which we discuss below.

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(2) depreciation;

and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.

We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors.

We believe this measure is useful to analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors.

The above items are excluded from our Adjusted Operating Income measure because they are non-cash in nature.

Adjusted Operating Income has certain limitations because it excludes the impact of these expenses.

Adjusted Operating Income has certain limitations because it excludes the impact of certain expenses.

Non-Cash Expenses That Are Excluded From Adjusted Operating Income

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however, performance-based RSUs and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period).

To the extent that stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from our current funds.

To the extent stock-based awards are settled on a net basis, we remit the required tax-withholding amounts from current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.

Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions.

At the time of acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their estimated lives.

At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their estimated lives.

Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade names and trademarks, and (ii) goodwill, which are not subject to amortization.

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Net (loss) earnings attributable to noncontrolling interests (2,027) (1,169) 59,280

(Earnings) loss from discontinued operations, net of tax (509) 366,070 (49,187)

Income tax (benefit) provision (19,897) 43,273 15,080

Other expense (income), net 465,038 (15,861) 2,026

Loss (earnings) from discontinued operations, net of tax 2,211 (509) 366,070

Income tax provision (benefit) 15,361 (19,897) 43,273

Other (income) expense, net (8,033) 465,038 (15,861)

Interest expense

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Depreciation 43,594 41,402 41,271

Amortization of intangibles

Impairment and amortization of intangibles

366,257 28,559 7,525

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Effects of Changes in Foreign Exchange Rates on Revenue

Due to our global reach, the impact of foreign exchange rates on the Company may be an important factor in understanding period over period comparisons if movement in exchange rates is significant.

The impact of foreign exchange rates on the Company, due to its global reach, may be an important factor in understanding period over period comparisons if movement in exchange rates is significant.

Since our results are reported in U.S.

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dollar strengthens relative to other currencies.

We believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported revenue, helps improve the ability to understand the Company’s performance because it excludes the impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

We believe the presentation of revenue excluding the effects from foreign exchange, in addition to reported revenue, helps improve investors’ ability to understand the Company’s performance because it excludes the impact of foreign currency volatility that is not indicative of Match Group’s core operating results.

Revenue excluding foreign exchange effects compares results between periods as if exchange rates had remained constant period over period.

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The percentage change in revenue excluding foreign exchange effects is calculated by determining the change in current period revenue over prior period revenue where current period revenue is translated using prior period exchange rates.

The following tables present the impact of foreign exchange effects on total revenue and Direct Revenue by geographic region, and RPP on a total basis and by geographic region, for the year ended December 31, 2021 compared to the year ended December 31, 2020 and the year ended December 31, 2020 compared to the year ended December 31, 2019:

Years ended December 31, Years ended December 31,

2021 $ Change % Change 2020 2020 $ Change % Change 2019

Years ended December 31,

2022 $ Change % Change 2021

(Dollars in thousands)

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APAC and Other Direct Revenue, excluding foreign exchange effects $ 749,521 $ 160,534 27% $ 588,987

Years ended December 31, Years ended December 31,

2021 $ Change % Change 2020 2020 $ Change % Change 2019

Years ended December 31,

2022 $ Change % Change 2021

RPP, as reported $ 15.97 $ 0.24 2% $ 15.73

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Total cash and cash equivalents 572,395 815,384

Short-term investments 8,723 11,818

Total cash and cash equivalents and short-term investments $ 581,118 $ 827,202

Long-term debt, net:

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Current maturities of long-term debt — 100,500

unamortized original issue discount and original issue premium, net

Unamortized original issue discount

Unamortized debt issuance costs 34,908 40,364

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(71,702) (939,825) (3,922,131)

Net cash provided by financing activities attributable to continuing operations

Net cash (used in) provided by financing activities attributable to continuing operations

(689,173) 111,106 1,787,846

Net cash provided by operating activities attributable to continuing operations in 2022 includes adjustments to earnings consisting primarily of $366.3 million of impairments and amortization of intangibles;

$203.9 million of stock-based compensation expense;

$43.6 million of depreciation;

and other adjustments of $7.0 million, which includes amortization of deferred financing costs of $6.7 million.

Partially offsetting these adjustments was a deferred income tax benefit of $30.0 million.

The decrease in cash from changes in working capital primarily consists of a decrease in accounts payable and other liabilities of $472.6 million due mainly to the settlement payment for Rad, et al.

IAC/InterActiveCorp, et al.

and related arbitrations, and timing of other payments;

an increase in accounts receivable of $6.7 million primarily related to increased revenue from mobile applications;

and a decrease in deferred revenue of $6.5 million.

These uses of cash were partially offset by an increase from other assets of $59.6 million primarily due to the amortization of prepaid hosting services.

Net cash used in investing activities attributable to continuing operations in 2022 consists primarily of capital expenditures of $49.1 million that are primarily related to internal development of software and computer hardware to support our services, and cash used in an acquisition, net of cash acquired, of $25.7 million.

Net cash used in financing activities attributable to continuing operations in 2022 is primarily due to purchases of treasury stock of $482.0 million, payments of $176.3 million to settle the outstanding 2022 Exchangeable Notes, payments of $109.3 million of withholding taxes paid on behalf of employees for net settled equity awards, purchases of non-controlling interests for $10.6 million, and payments of $7.5 million to settle outstanding warrants associated with the 2022 Exchangeable Notes.

These uses of cash were partially offset by proceeds of $75.9 million related to the settlement of certain note hedges associated with the 2022 Exchangeable Notes, and $20.5 million of proceeds from the issuance of common stock pursuant to stock-based awards.

Net cash provided by operating activities attributable to continuing operations in 2021 includes adjustments to earnings consisting primarily of $146.8 million of stock-based compensation expense;

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$28.6 million of amortization of intangibles;

and other adjustments of $27.7 million,

which includes amortization of deferred financing costs of $9.0 million.

and other adjustments of $27.7 million, which includes amortization of deferred financing costs of $9.0 million.

Partially offsetting these adjustments was deferred income tax benefit of $58.0 million.

The increase in cash from changes in working capital primarily consists of an increase in accounts payable and accrued expenses and other current liabilities of $458.8 million due mainly to the timing of payments, with the former Tinder employee litigation settlement, which is expected to be paid in 2022, being the primary component;

and an increase in deferred revenue of $26.3 million, due mainly to growth in subscription sales.

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These increases in cash were partially offset by payment of $630.7 million to repurchase a portion of the outstanding 2022 Exchangeable Notes and payment of $15.7 million for withholding taxes paid on behalf of employees for net settled equity awards.

Net cash provided by operating activities attributable to continuing operations in 2020 includes adjustments to earnings consisting primarily of $102.3 million of stock-based compensation expense, $41.3 million of depreciation, $7.5 million of amortization of intangibles;

other adjustments of $27.3 million, which includes a loss on bond redemption of $16.5 million;

and deferred income tax of $15.4 million.

The increase in cash from changes in working capital primarily consists of an increase from income taxes payable and receivable of $16.9 million due primarily to the timing of tax payments and refunds;

an increase in accounts payable and accrued expenses and other current liabilities of $24.2 million due mainly to the timing of payments, including interest payments;

and an increase in deferred revenue of $23.5 million, due mainly to growth in subscription sales.

These increases in cash were partially offset by a decrease related to an increase in other assets of $33.2 million primarily related to an increase in prepaid hosting services and an increase in accounts receivable of $24.2 million primarily related to an increase in revenue.

Net cash used in investing activities attributable to continuing operations in 2020 consists primarily of $3.9 billion of net cash distributed to IAC related to the Separation, which was partially funded by $1.4 billion of net proceeds from the stock issuance in connection with the Separation as noted below, and capital expenditures of $42.4 million that are primarily related to internal development of software and computer hardware to support our services.

Net cash provided by financing activities attributable to continuing operations in 2020 is primarily due to proceeds of $1.4 billion from the stock offering in connection with the Separation, which were subsequently transferred to IAC as noted above, proceeds of $1.0 billion from the issuance of the 4.125% and 4.625% Senior Notes, partially offset by the redemption of the $400.0 million 6.375% Senior Notes, payments of $212.0 million for withholding taxes paid on behalf of employees for net settled equity awards of both Former Match Group and Match Group, and purchases of treasury stock of Former Match Group of $132.9 million.

Net cash provided by operating activities attributable to continuing operations in 2019 includes adjustments to earnings consisting primarily of $89.7 million of stock-based compensation expense, $34.4 million of depreciation, and $8.7 million of amortization of intangibles.

Partially offsetting these adjustments was deferred income tax of $12.8 million primarily related to net operating loss created by settlement of stock-based awards.

The decrease in cash from changes in working capital primarily consists of an increase in other assets of $24.2 million primarily related to an increase in prepaid hosting services, an increase in accounts receivable of $17.9 million primarily related to an increase in revenue, and a decrease from income taxes payable and receivable of $4.2 million due primarily to the timing of tax payments.

These decreases in cash were partially offset by an increase in accounts payable and accrued expenses and other current liabilities of $33.7 million due

mainly to the timing of payments, including interest payments, and an increase in deferred revenue of $9.5 million, due mainly to growth in subscription sales.

Net cash used in investing activities attributable to continuing operations in 2019 consists primarily of capital expenditures of $39.0 million that are primarily related to internal development of software and computer hardware to support our services.

Net cash provided by financing activities attributable to continuing operations in 2019 is primarily due to $1.2 billion from the issuance of the 2026 and 2030 Exchangeable Notes, proceeds of $350.0 million from the issuance of the 5.625% Senior Notes, and proceeds of $40.0 million from borrowings under the Credit Facility.

Partially offsetting these proceeds were cash payments of $300.0 million for the repayment of borrowings under the Credit Facility, purchases of treasury stock of $216.4 million, $203.2 million for withholding taxes paid on behalf of employees for net settled equity awards, and $136.9 million used to pay the net premium on the 2026 and 2030 Exchangeable Notes hedge and warrant transactions.

Liquidity and Capital Resources

The Company’s principal sources of liquidity are its cash flows generated from operations as well as cash and cash equivalents.

The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows generated from operations.

At December 31, 2022, $749.6 million was available under the Credit Facility that expires on February 13, 2025.

The Company has various obligations related to long-term debt instruments and operating leases.

For additional information on long-term debt, including a maturity schedule and interest rates, see “Note 7—Long-term Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by year, see “Note 13—Leases” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from operations to satisfy these future obligations.

On December 1, 2021, we entered into an agreement to settle the pending, threatened, and potential claims at issue in Rad, et al.

IAC/InterActiveCorp, et al.

and related arbitrations for $441 million, which is expected to be paid in 2022 utilizing cash on hand.

For additional information on long-term debt, including maturity dates and interest rates, see “Note 7—Long-term Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by year, see “Note 13—Leases” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from operations to satisfy these future obligations.

In connection with our agreement with Google to withdraw our temporary restraining order, we have agreed to pay $40 million into an escrow account with scheduled payments through July 2023, of which we have paid $21.2 million as of December 31, 2022.

The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations.

The Company expects that 2022 cash capital expenditures will be between $65 million and $75 million, a decrease from 2021 cash capital expenditures as several leasehold and building improvements were completed in 2021.

We have entered into various purchase commitments, primarily consisting of web hosting services.

Our obligations under these various purchase commitments are $56.0 million in 2022 and between $7.0 million and $12.5 million per year from 2023 through 2026.

The Company does not have any off-balance sheet arrangements, other than those described above, at December 31, 2021.

The Company expects that 2023 cash capital expenditures will be between $60 million and $70 million, an increase from 2022 cash capital expenditures.

The increase is primarily driven by planned leasehold improvements in our recently leased office space in Vancouver and at our New York City office.

federal net operating losses, primarily generated from excess tax benefits from the exercise and vesting of stock-based awards, have been largely utilized through 2022.

Based on current estimates, we anticipate a $70 million to $80 million increase in cash taxes paid during 2023 compared to the cash taxes paid in 2022.

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

We have entered into various purchase commitments, primarily consisting of web hosting services that are currently committed through September 2025.

Our obligations under these various purchase commitments, which were impacted by usage rates in 2022, are $83.4 million for 2023, $101.9 million for 2024, and $82.7 million for 2025.

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

In May 2022, our Board of Directors approved a new share repurchase program (the “Share Repurchase Program”) to repurchase up to 12.5 million shares of our common stock.

Under the Share Repurchase Program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans.

The Share Repurchase Program may be commenced, suspended or discontinued at any time.

During the year ended December 31, 2022, we repurchased 7.2 million shares for $482.0 million, on a trade date basis.

As of December 31, 2022, a total of 5.3 million shares remain available for repurchase under the repurchase program.

At December 31, 2022, all of the Company’s international cash can be repatriated without significant tax consequences.

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The following disclosure is provided to supplement the descriptions of Match Group’s accounting policies contained in “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data” in regard to significant areas of judgment.

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with U.S.

generally accepted accounting principles (“GAAP”).

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 amount of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities.

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The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date.

For a discussion of the Company’s acquisition of The League in 2022, see “Note 5—Goodwill and Intangible Assets” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and Supplementary Data.”

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

Goodwill is the Company’s largest asset with a carrying value of $2.3 billion and $2.4 billion at December 31, 2022 and 2021, representing 56% and 48%, respectively, of the Company’s total assets.

Indefinite-lived intangible assets, which consist of the Company’s acquired trade names and trademarks, have a carrying value of $576.7 million and $226.6 million at December 31, 2021 and 2020, respectively.

Indefinite-lived intangible assets, which consist of certain of the Company’s acquired trade names and trademarks, have a carrying value of $189.0 million and $576.7 million at December 31, 2022 and 2021, respectively.

Goodwill and indefinite-lived intangible assets are assessed annually for impairment as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.

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If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

The 2021 and 2020 annual assessments did not identify any impairments.

The 2022 and 2021 annual assessments did not identify any goodwill impairments.

As a result of the Separation in 2020, the Company had a negative carrying value for the Company’s annual goodwill test at both October 1, 2022 and 2021.

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The Company continued to have a negative carrying value at December 31, 2022.

While the Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, the Company’s policy is to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part, because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent.

Due to the recent acquisition of Hyperconnect and the process to allocate the purchase price as of the purchase date, the intangible assets of Hyperconnect were considered qualitatively as of October 1, 2021.

For assets in which a quantitative assessment was performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty DCF valuation analysis.

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future

The Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values.

For certain indefinite-lived intangible assets, for which the fair value as of the most recent assessment date significantly exceeded the carrying value, the Company performed a qualitative impairment assessment as of October 1, 2022 and concluded that it was more likely than not that the fair values of those indefinite-lived intangible assets continued to exceed the carrying values.

For assets in which a quantitative assessment is performed, the Company determines the fair value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation

Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows.

The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets.

The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company’s trade names and trademarks.

The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates, which are based, in part, on forecasted growth rates.

Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.

The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 10% to 16% in 2021 and 10% to 23% in 2020, and the royalty rates used ranged from 5% to 8% in both 2021 and 2020.

The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the specific trade names and trademarks.

The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are based, in part, on forecasted growth rates.

Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed at least annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors.

The discount rates used in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 12% to 16% in 2022 and 10% to 16% in 2021, and the royalty rates used ranged from 3% to 8% in 2022 and 5% to 8% in 2021.

If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded.

During the year ended December 31, 2020, the Company recognized an impairment charge related to the Match ® brand in the UK and the Meetic brand in Europe of $4.6 million.

During the year ended December 31, 2019, the Company recognized an impairment charge on the Match brand in the UK of $6.6 million.

At December 31, 2021 and 2020, no indefinite-lived intangible asset balance had an estimated fair value less than 110% of carrying value.

During the year ended December 31, 2022, the Company recognized impairment charges of $244.3 million related to the Azar and Hakuna brands at Hyperconnect, $43.9 million related to the Meetic and Match brands in Europe, and $5.5 million related to certain affinity brands in the U.S.

These impairments were primarily due to a decline in projections related to a lower outlook for the businesses, including foreign currency impacts in certain of Hyperconnect’s key markets, as well as the use of increased discount rates as a result of an increase in risk-free rates and overall market volatility in general.

At December 31, 2022, the aggregate indefinite-lived intangible asset balance for which the estimate of fair value at that time was less than 110% of their carrying values was approximately $84.3 million.

At December 31, 2021, no indefinite-lived intangible asset balance had an estimated fair value less than 110% of carrying value.

In connection with the annual impairment assessment, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate.

As of October 1, 2022, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $49.9 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life.

Recoverability and Estimated Useful Lives of Long-Lived Assets

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In addition, the Company reviews the useful lives of its long-lived assets whenever events or changes in circumstances indicate that these lives may be changed.

During the year ended December 31, 2022, the Company recognized an impairment charge related to Hyperconnect intangible assets with definitive lives of $25.8 million, which is included within impairment and amortization of intangibles.

The carrying value of property and equipment and definite-lived intangible assets was $344.9 million and $358.3 million, at December 31, 2022 and 2021, respectively.

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Although we believe that we have adequately reserved for our uncertain tax positions, the final outcome of these matters may vary significantly from our estimates.

To the extent that the final outcome of these matters is different from the amounts recorded, such differences will affect the income tax provision in

the period in which such determination is made, and could have a material impact on our financial condition and operating results.

To the extent that the final outcome of these matters is different from the amounts recorded, such differences will affect the income tax provision in the period in which such determination is made, and could have a material impact on our financial condition and operating results.

Stock-Based Compensation

The Company recorded stock-based compensation expense of $203.9 million and $146.8 million for the years ended December 31, 2022 and 2021, respectively.

Stock-based compensation at the Company is complex due to our desire to attract, retain, and reward employees at many of our brands by allowing them to benefit from the value they help to create.

Accounting for stock-based compensation at the Company is often complex due to our desire to attract, retain, and reward employees at many of our brands by allowing them to benefit from the value they help to create.

We also utilize equity awards as part of our acquisition strategy.

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these awards are referred to as market-based awards.

The Company issues restricted stock units (“RSUs”) and performance-based stock units (“PSUs”).

The Company issues RSUs and performance-based RSUs (“PSUs”).

The value of RSUs with vesting subject only to continued service is based on the fair value of Match Group common stock on the grant date.

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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 7. Management’s Discussion and Analysis