What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2024-02-23 compared with 2023-02-24 · 265 added, 479 removed, 1103 unchanged (40% of the section changed)

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Such potential increase or decrease in fair value is based on certain simplifying assumptions, including a constant level and rate of fixed-rate debt for all maturities and an immediate across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period.

At December 31, 2022, the $425 million Term Loan bore interest at a variable rate, LIBOR plus 1.75%.

At December 31, 2023, the $425 million Term Loan bore interest at a variable rate, Adjusted Term SOFR plus 1.75%.

At December 31, 2023, the rate in effect was 7.27%.

If LIBOR were to increase or decrease by 100 basis points, then the annual interest expense and payments on the Term Loan would increase or decrease, respectively, by $4.3 million based upon the outstanding balance and rate in effect at December 31, 2022.

The Credit Facility and the Term Loan provide for a benchmark replacement should the LIBOR rate not be available.

The rate used would be agreed to between the administrative agent and Match Group and may be based upon a secured overnight financing rate at the Federal Reserve Bank of New York.

Additional information about the benchmark replacement can be found in Amendment No.

6 to the Credit Agreement.

If Adjusted Rate SOFR were to increase or decrease by 100 basis points, then the annual interest expense and payments on the Term Loan would increase or decrease, respectively, by $4.3 million based upon the outstanding balance and rate in effect at December 31, 2023.

Foreign Currency Exchange Risk

The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and Asia.

As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British Pound (“GBP”), Japanese Yen (“JPY”), and Turkish Lira (“TRY”).

As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British Pound (“GBP”), Japanese Yen (“JPY”), Turkish Lira (“TRY”), and Argentine Peso (“ARS”).

For the years ended December 31, 2023, 2022 and 2021, international revenue accounted for 54%, 55% and 54%, respectively, of our consolidated revenue.

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dollars affects year-over-year comparability of operating results.

The average Euro, GBP, JPY, and TRY exchange rates weakened against the U.S.

The average Euro and GBP exchange rates strengthened against the U.S.

Dollar by 3% and 1%, respectively, in 2023 compared to 2022.

Foreign currency exchange rate changes during the years ended December 31, 2022 and 2021 negatively impacted revenue by $207.9 million and positively impacted revenue by $35.2 million, respectively, or 7% and 1% of total revenue for each respective year.

The average JPY, TRY, and ARS exchange rates weakened against the U.S.

Dollar by 6%, 30%, and 56%, respectively, in 2023 compared to 2022.

Foreign currency exchange rate changes during the years ended December 31, 2023 and 2022 negatively impacted revenue by $48.5 million and $207.9 million, respectively, or 1% and 7% of total revenue for each respective year.

See “Non-GAAP Financial Measures” in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the definition of Revenue excluding foreign exchange effects and a reconciliation of Revenue to Revenue excluding foreign exchange effects.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Match Group, Inc.

and subsidiaries (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Match Group, Inc.

and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recoverability of Intangible Assets

Description of the Matter As of December 31, 2022, the Company’s intangible asset balance, excluding goodwill and net of amortization, was $357.7 million and consisted of trade names and associated trademarks, customer lists, patents and technology.

As disclosed in Note 5 to the consolidated financial statements, during the year ended December 31, 2022, the Company recognized impairment charges of $270.1 million related to Hyperconnect indefinite- and definite-lived intangible assets related to a decline in long-term projections for the business and the use of higher discount rates to value the assets.

Additionally, the Company recognized $49.4 million of impairment during the year ended December 31, 2022 related to certain trade names including the Meetic and Match brands in Europe primarily due to declining projections.

Auditing management’s impairment tests for certain of the Hyperconnect indefinite- and definite-lived intangible assets and the Meetic and Match trade name intangible asset in Europe was complex and judgmental due to the estimation uncertainty involved in determining the fair value of the intangible assets.

The Company used an avoided royalty discounted cash flow model to estimate the fair value of the intangible assets.

In particular, the Company’s fair value estimates for intangible assets were sensitive to significant assumptions, such as discount rates and revenue growth rates, which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its intangible assets impairment review process.

For example, we tested controls over the Company’s forecasting and budgeting process as well as controls over management’s review of the significant assumptions used to estimate the fair values of the intangible assets.

To test the estimated fair value, and resulting impairment charges, for certain of the Hyperconnect indefinite- and definite-lived intangible assets and the Meetic and Match trade name intangible asset in Europe, we performed audit procedures that included, among others, assessing the methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to current industry and economic trends and to other guideline public companies and evaluated whether changes to the company’s business model would affect the significant assumptions.

For example, we evaluated management’s forecasted revenue to evaluate changes as compared to historical results, in consideration of identified risks and opportunities.

In addition, we involved an internal valuation specialist to assist in evaluating management’s methodologies and significant assumptions applied in developing the fair value estimates.

Revenue Recorded in a Highly Automated Environment

Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company’s revenue is primarily derived directly from users for recurring subscriptions to branded services.

Revenue is also earned from the purchase of à la carte features by users, which is recognized based on usage.

Direct Revenue, which includes revenue from subscriptions and à la carte features, was $3.3 billion for the year ended December 31, 2023.

The Company’s Direct Revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions.

The Company’s process to record Direct Revenue, including the determination and calculation of the revenue to be recognized each period, is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary.

Given the complexity of the IT systems involved, auditing Direct Revenue for certain brands required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls to record Direct Revenue.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the recording and accounting for Direct Revenue for certain brands.

With the involvement of IT professionals, we identified the relevant systems used by the Company to calculate and record Direct Revenue and the related deferred revenue.

Where applicable, we tested the IT general controls over those systems, including testing of user access controls, change management controls, and IT operations controls as well as certain automated application controls related to the recording of Direct Revenue and the related deferred revenue at period end.

We also tested the Company’s controls to address the completeness and accuracy of transaction data.

Our audit procedures related to the Company’s Direct Revenue also included, among other procedures, recalculating the amount of revenue recognized during the period for a sample of transactions based on the terms of the arrangement and the satisfaction of the underlying performance obligation, testing the accuracy of key transaction data for a sample of transactions to contractual terms, reconciling gross transactions to cash collected, testing the calculation of Direct Revenue and the related deferred revenue performed within the Company’s IT systems to the amount recorded in the general ledger, and performing procedures related to revenue cut-off.

/s/ Ernst & Young LLP

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LIABILITIES AND SHAREHOLDERS’ EQUITY

Current maturities of long-term debt, net $ — $ 99,927

Accounts payable $ 13,187 $ 13,699

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Depreciation 61,807 43,594 41,402

Impairment and amortization of intangibles 366,257 28,559 7,525

Impairments and amortization of intangibles 47,731 366,257 28,559

Total operating costs and expenses 2,447,608 2,673,838 2,131,598

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651,472 359,919 276,554

Net loss (earnings) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

67 2,027 1,169

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Net earnings $ 651,472 $ 359,919 $ 276,554

Other comprehensive (loss) income, net of tax

Other comprehensive loss, net of tax

Change in foreign currency translation adjustment

( 16,279 ) ( 146,361 ) ( 142,608 )

Change in unrealized losses on available-for-sale securities

Total other comprehensive (loss) income ( 146,361 ) ( 142,608 ) 39,414

Total other comprehensive loss ( 16,279 ) ( 146,361 ) ( 142,608 )

Comprehensive income 635,193 213,558 133,946

Comprehensive loss (income) attributable to noncontrolling interests:

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

Net loss attributable to noncontrolling interests 67 2,027 1,169

Change in foreign currency translation adjustment attributable to noncontrolling interests ( 10 ) 933 308

Comprehensive loss (income) attributable to noncontrolling interests 2,960 1,477 ( 58,208 )

Comprehensive loss attributable to noncontrolling interests 57 2,960 1,477

Comprehensive income attributable to Match Group, Inc.

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Common Stock $ 0.001 Par Value

Former IAC Common Stock

$ 0.001 Par Value

Former IAC Class B Convertible Common Stock $ 0.001

Noncontrolling

Interests $ Shares $ Shares $ Shares Additional Paid-in Capital Retained Earnings (Deficit) Accumulated

Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated

Comprehensive

(Loss) Income Treasury Stock Total

Match Group, Inc.

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Net (loss) earnings for the year ended December 31, 2021 ( 2,047 ) — — — 277,723 — 277,723 878 278,601

Other comprehensive (loss) income, net of tax ( 686 ) — — — — — — — — 40,486 — 40,486 ( 386 ) 40,100

Other comprehensive loss, net of tax — — — — — ( 142,300 ) ( 142,300 ) ( 308 ) ( 142,608 )

Stock-based compensation expense — — — 153,692 — — 153,692 — 153,692

Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 5 4,678 42,709 — — 42,714 — 42,714

Issuance of Former IAC common stock pursuant to stock-based awards, net of withholding taxes

— — — 1 453 — — ( 34,518 ) — — — ( 34,517 ) — ( 34,517 )

Issuance of Former Match Group and ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes

— — — — — — — ( 212,270 ) — 628 — ( 211,642 ) ( 11,405 ) ( 223,047 )

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

Issuance of common stock for the acquisition of Hyperconnect — 6 5,929 890,845 — — 890,851 — 890,851

Adjustment of redeemable noncontrolling interests to fair value

2,667 — — ( 2,667 ) — — ( 2,667 ) — ( 2,667 )

Purchase of Match Group and ANGI treasury stock — — — — — — — ( 187,735 ) — — — ( 187,735 ) — ( 187,735 )

Retirement of treasury stock — — — ( 184 ) ( 184,340 ) ( 10 ) ( 10,368 ) 194 ( 10,309,612 ) — 10,309,612 — — —

Exchange Common stock and Class B for Class M common stock and spin off IAC ( 43,583 ) 184 183,749 ( 80 ) ( 79,343 ) ( 6 ) ( 5,789 ) ( 4,745,323 ) — 13,781 — ( 4,731,444 ) ( 498,792 ) ( 5,230,236 )

Acquisition of Former Match Group noncontrolling interest — 58 57,868 — — — — 608,110 — — — 608,168 ( 608,168 ) —

Issuance of common stock — 17 17,339 — — — — ( 17 ) — — — — — —

Adjustment to noncontrolling interests related to business acquisition — — — ( 1,835 ) — — ( 1,835 ) 1,835 —

Purchase of noncontrolling interest

— — — 943 — — 943 ( 2,571 ) ( 1,628 )

Noncontrolling interests created by the exercise of subsidiary denominated equity award — — — ( 7,102 ) — — ( 7,102 ) 7,361 259

Settlement and exercises of note hedges and warrants — — — 246,842 — — 246,842 — 246,842

Settlement and exchanges of 2022 Exchangeable Notes — 5 5,534 ( 238,777 ) — — ( 238,772 ) — ( 238,772 )

Other — — — ( 9,441 ) — — ( 9,441 ) ( 310 ) ( 9,751 )

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— 4 3,347 ( 88,774 ) — — — ( 88,770 ) — ( 88,770 )

Issuance of common stock for the acquisition of Hyperconnect — 6 5,929 890,845 — — — 890,851 — 890,851

Purchase of treasury stock — — — — — — ( 482,049 ) ( 482,049 ) — ( 482,049 )

Adjustment of redeemable noncontrolling interests to fair value

1,401 — — ( 1,401 ) — — — ( 1,401 ) — ( 1,401 )

Adjustment to noncontrolling interests related to business acquisition — ( 1,835 ) — — — ( 1,835 ) 1,835 —

Adjustment of noncontrolling interests to fair value — — — ( 16,215 ) — — — ( 16,215 ) 16,215 —

Purchase of noncontrolling interest — — — 6,791 — — — 6,791 ( 23,693 ) ( 16,902 )

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Settlement and exercises of note hedges and warrants — — — ( 7,116 ) — — — ( 7,116 ) — ( 7,116 )

Settlement and exchanges of 2022 Exchangeable Notes — 5 5,534 ( 238,777 ) — — — ( 238,772 ) — ( 238,772 )

Other — — — 2,543 — — — 2,543 — 2,543

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( 184 ) — — — 651,539 — — 651,539 117 651,656

Other comprehensive loss, net of tax — — — — — ( 145,428 ) — ( 145,428 ) ( 933 ) ( 146,361 )

Other comprehensive (loss) income, net of tax — — — — — ( 16,289 ) — ( 16,289 ) 10 ( 16,279 )

Stock-based compensation expense — — — 243,826 — — — 243,826 — 243,826

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Purchase of treasury stock — — — — — — ( 550,489 ) ( 550,489 ) — ( 550,489 )

Purchase of redeemable noncontrolling interests ( 295 ) — — — — — — — — —

Adjustment of redeemable noncontrolling interests to fair value 479 — — ( 479 ) — — — ( 479 ) — ( 479 )

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Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — ( 411 ) — — — ( 411 ) 411 —

Settlement and exercises of note hedges and warrants — — — ( 7,116 ) — — — ( 7,116 ) — ( 7,116 )

Other — — — ( 6 ) — — — ( 6 ) — ( 6 )

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Depreciation 61,807 43,594 41,402

Impairment and amortization of intangibles 366,257 28,559 7,525

Impairments and amortization of intangibles 47,731 366,257 28,559

Deferred income taxes 26,612 ( 29,953 ) ( 57,969 )

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Capital expenditures ( 67,412 ) ( 49,125 ) ( 79,971 )

Purchases of investments — — ( 9,115 )

Net cash distribution related to Separation of IAC — — ( 3,870,550 )

Other, net 2,398 3,104 51

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Cash flows from financing activities attributable to continuing operations:

Borrowings under the Credit Facility — — 20,000

Proceeds from Senior Notes offerings — — 500,000

Principal payment on Senior Notes — — ( 400,000 )

Principal payments on Credit Facility — — ( 20,000 )

Payments to settle exchangeable notes

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Debt issuance costs — — ( 7,124 )

Purchase of Former Match Group treasury stock — — ( 132,868 )

Proceeds from stock offering — — 1,421,801

Proceeds from issuance of common stock pursuant to stock-based awards 19,916 20,485 58,424

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( 534,068 ) ( 689,173 ) 111,106

Total cash (used in) provided by continuing operations ( 235,187 ) 83,780 ( 1,345,733 )

Net cash provided by operating activities attributable to discontinued operations — — 13,630

Net cash used in investing activities attributable to discontinued operations — — ( 963,420 )

Net cash used in financing activities attributable to discontinued operations

— — ( 110,959 )

Total cash used in discontinued operations — — ( 1,060,749 )

Total cash provided by (used in) continuing operations 286,142 ( 235,187 ) 83,780

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 3,782 ( 7,809 ) ( 7,570 )

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 242,996 ) 76,210 ( 2,401,056 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 289,924 ( 242,996 ) 76,210

Cash, cash equivalents, and restricted cash at beginning of period 572,516 815,512 739,302

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

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

Our global portfolio of brands includes Tinder ® , Hinge ® , Match ® , Meetic ® , OkCupid ® , Pairs™, Plenty Of Fish ® , Azar ® , BLK®, 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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Intercompany transactions and accounts have been eliminated.

Separation of Match Group and IAC and Discontinued Operations

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

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

(“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”).

See “Note 8—Shareholders’ Equity” for additional information about the series of transactions.

Under the terms of the Transaction Agreement (the “Transaction Agreement”) dated as of December 19, 2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020, Former Match Group merged with and into Match Group Holdings II, LLC (“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.

Former Match Group stockholders (other than Former IAC) received, through the merger, in exchange for each outstanding share of Former Match Group common stock that they held, one share of Match Group common stock and, at the holder’s election, either (i) $ 3.00 in cash or (ii) a fraction of a share of Match Group common stock with a value of $ 3.00 (calculated pursuant to the Transaction Agreement).

As a result of the merger and other transactions contemplated by the Transaction Agreement, Former Match Group stockholders (other than Former IAC) became stockholders of the Company.

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

See “Note 4—Discontinued Operations” for additional details.

Accounting for Investments in Equity Securities

Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No.

2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities , with any changes to fair value recognized within other income (expense), net each reporting period.

Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar securities of the same issuer, the value of which is generally determined based on a market approach as of the transaction date.

A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company.

The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

qualitative factors or events that indicate possible impairment.

The Company reviews its investments in equity securities without readily determinable fair values for impairment each reporting period when there are qualitative factors or events that indicate possible impairment.

Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors.

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the valuation allowance for deferred income tax assets;

the fair value of derivatives;

and the fair value of and forfeiture rates for stock-based awards, among others.

The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue Recognition

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Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable.

Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one to six months .

Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which generally ranges from one week to six months .

Revenue is also earned from online advertising, the purchase of à la carte features, and offline events.

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Revenue associated with offline events is recognized when each event occurs.

As permitted under the practical expedient available under ASU No.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.

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The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers.

Accordingly, such tax amounts are not included as a component of revenue or cost of revenue.

For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU No.

2014-09 applicable to such contracts and does not consider the time value of money.

For contracts that have an original duration of one year or less, the Company does not consider the time value of money.

Assets Recognized from the Costs to Obtain a Contract with a Customer

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Payments made directly through our applications are processed by third-party payment processors.

We generally collect these balances within 3 to 5 days following the purchase.

We generally collect these balances

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

within 3 to 5 days following the purchase.

The Company also maintains allowances to reserve for potential credits issued to users or other revenue adjustments.

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At December 31, 2023 and 2022, there is no non-current portion of deferred revenue.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Disaggregation of Revenue

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Hinge 396,485 283,668 196,538

Other brands 1,052,086 1,076,576 899,179

Match Group Asia 302,591 321,714 268,642

Evergreen & Emerging 691,426 730,372 807,934

Total Direct Revenue $ 3,308,131 $ 3,130,221 $ 2,922,871

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Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Property and Equipment

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The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill.

The Company typically engages outside valuation experts to assist in the allocation of purchase price to the identifiable intangible assets acquired, but management has ultimate responsibility for the valuation methods, models, and inputs used and the resulting

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

purchase price allocation.

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

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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 certain indefinite-lived intangible assets, for which the fair value as of the most recent assessment date significantly exceeded the carrying value,

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the Company performed a qualitative impairment assessment as of October 1, 2023 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 analysis.

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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.

The discount rates used in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 15 % to 18 % in 2023 and 12 % to 16 % in 2022, and the royalty rates used ranged from 3 % to 8 % in both 2023 and 2022.

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, 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., all of which are included within “impairment and amortization of intangibles” in the consolidated statement of operations.

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

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2023 and 2022, the aggregate indefinite-lived intangible asset balance for which the estimate of fair value was less than 110 % of carrying values was approximately $ 76.5 million and $ 84.3 million, respectively.

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.

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The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.

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Advertising Costs

Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines and social media sites;

offline marketing, which is primarily television advertising;

and payments to partners who direct traffic to our websites.

Advertising expense is $ 519.6 million, $ 474.9 million and $ 510.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Legal costs are expensed as incurred.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We are subject to income taxes in the United States and numerous foreign jurisdictions.

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Translation gains and losses are included in accumulated other comprehensive income as a component of shareholders’ equity.

Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of “other (expense) income, net.” See “Note 17—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses.

Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

component of “other (expense) income, net.” See “Note 16—Consolidated Financial Statement Details” for additional information regarding foreign currency exchange gains and losses.

Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive loss into earnings.

A loss of $ 0.2 million during the year ended December 31, 2020 is included in “other income (expense), net” in the accompanying consolidated statement of operations.

There were no such gains or losses for the years ended December 31, 2023, 2022 and 2021.

6 unchanged sentences

Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2023, there are no redeemable noncontrolling interest outstanding.

In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest.

13 unchanged sentences

Recent Accounting Pronouncements

Accounting pronouncements adopted by the Company

In October 2021, the FASB issued ASU No.

2021-08, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers .

The update will generally result in an entity recognizing contract assets and contract liabilities as if the acquirer had originated the contracts, which, for the most part, results in no change to the value of deferred revenue when measured in purchase accounting.

The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted.

We adopted the new standard in the third quarter of 2022 effective January 1, 2022 and applied its provisions to our acquisition in 2022.

The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows.

Accounting pronouncements not yet adopted by the Company

In November 2023, the FASB issued Accounting Standard Update (“ASU”) No.

2023-07, which requires disclosure of significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The additional disclosures required in ASU No.

2023-07 also apply to entities with only one segment.

Additionally, ASU No.

2023-07 requires the disclosure of the title and position of the Chief Operating Decision Maker.

2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We expect ASU No.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU No.

2023-09, which focuses on the income tax rate reconciliation and income taxes paid.

2023-09 requires a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold on an annual basis.

In addition, entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.

The new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU No.

2023-09 disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented.

We expect ASU No.

2023-09 to only impact our disclosures with no impacts to our results of operations, cash flows, and financial condition.

Reclassifications

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Total $ 776,781 $ 377,491 $ 256,148

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The components of the provision (benefit) for income taxes are as follows:

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(In thousands)

Current income tax provision (benefit):

Current income tax provision:

Federal $ 54,523 $ 5,703 $ 15

2 unchanged sentences

Current income tax provision 98,697 45,314 38,072

Deferred income tax (benefit) provision:

Deferred income tax provision (benefit):

Federal 33,267 76,185 ( 32,723 )

1 unchanged sentence

Foreign ( 5,986 ) ( 112,214 ) ( 6,619 )

Deferred income tax (benefit) provision ( 29,953 ) ( 57,969 ) 15,384

Deferred income tax provision (benefit) 26,612 ( 29,953 ) ( 57,969 )

Income tax provision (benefit) $ 125,309 $ 15,361 $ ( 19,897 )

On December 15, 2022, the European Union (“EU”) Member State formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% as established by the Organization for Economic Cooperation and Development Pillar Two Framework (“OECD Pillar Two Framework”).

The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive.

A significant number of other countries are expected to also implement similar legislation with varying effective dates in the

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is continuing to evaluate the potential impact on future periods of the OECD Pillar Two Framework.

The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below.

The valuation allowance is primarily related to deferred tax assets for foreign net operating losses and U.S.

foreign tax credits.

The valuation allowance is primarily related to deferred tax assets for foreign net operating losses.

(In thousands)

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Net deferred tax assets $ 233,501 $ 244,316

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered.

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Of these foreign NOLs, $ 133.3 million can be carried forward indefinitely and $ 548.2 million will expire at various times between 2024 and 2043.

Foreign NOLs of $ 560.7 million can be used against future taxable income without restriction and the remaining NOLs are subject to limitation under each respective taxing jurisdiction’s law.

During 2023, the Company recognized tax benefits related to NOLs of $ 4.8 million.

At December 31, 2023, the Company has federal and foreign disallowed interest carryforwards of $ 97.7 million and $ 37.6 million, respectively, that can be carried forward indefinitely and can be used against future taxable income.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At December 31, 2023, the Company has tax credit carryforwards of $ 106.2 million.

Of this amount, $ 59.6 million relates to federal, state, and foreign tax credits for research activities, of which $ 6.5 million will expire at various times between 2030 and 2043.

Our credit carryforwards also include $ 34.3 million of foreign tax credits, of which $ 31.8 million will expire primarily in 2027.

Our credit carryforwards also include $ 41.5 million of domestic foreign tax credits, which will expire at various times between 2024 and 2033.

The Company has $ 2.7 million of foreign tax credits in the United Kingdom that may be carried forward indefinitely.

Additionally, the Company has $ 2.4 million of other credits, primarily consisting of foreign employment tax credits which expire at various times between 2030 and 2032.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence, including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience.

During the year ended December 31, 2022, we recorded a $ 14.9 million net decrease to the valuation allowance primarily related to a reversal of $ 22.6 million of valuation allowances on certain foreign deferred tax assets due to the refinancing of various intercompany loans which are expected to generate interest income.

The reversal was partially offset by $ 7.7 million of additional valuation allowances.

At December 31, 2022, the Company had a valuation allowance of $ 71.1 million related to the portion of credits, NOLs, and other deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

During the year ended December 31, 2023, we recorded an $ 88.5 million net increase to the valuation allowance, which included an increase of $ 127.5 million primarily related to foreign losses and other attributes and a decrease of $ 39.0 million primarily related to U.S.

foreign tax credits and state NOLs.

At December 31, 2023, the Company had a valuation allowance of $ 159.7 million related to the portion of NOLs, credits, and other deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows:

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Income tax provision (benefit) $ 125,309 $ 15,361 $ ( 19,897 )

The 2023 income tax provision benefited primarily from (i) the release of a valuation allowance associated with U.S.

foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S.

income derived from foreign sources, and (iii) the generation of federal and state research credits.

These benefits were partially offset by state income taxes and nondeductible stock-based compensation.

The 2022 income tax provision benefited primarily from (i) excess tax benefits generated by the exercise and vesting of stock-based awards, (ii) the release of a valuation allowance on certain foreign deferred tax assets that we now expect to utilize, (iii) favorable outcomes of tax audits, and (iv) a lower tax rate on U.S.

income derived from foreign sources.

The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S.

The 2021 income tax provision benefited primarily from (i) excess tax benefits generated by the exercise and vesting of stock-based awards and (ii) research credits.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The 2022 income tax provision benefited primarily from (a) the release of a valuation allowance on certain foreign deferred tax assets as we expect to be able to use those deferred tax assets in the foreseeable future, (b) favorable outcomes of tax audits, and (c) a lower tax rate on U.S.

income derived from foreign sources.

The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S.

The 2021 and 2020 income tax provisions benefited primarily from (a) excess tax benefits generated by the exercise and vesting of stock-based awards and (b) research credits.

In 2020, this benefit was partially offset by an increase in valuation allowances on foreign tax credits.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows:

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The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision.

Our income tax provision for the years ended December 31, 2022, 2021, and 2020, includes a decrease of interest and penalties of $ 0.3 million, $ 0.3 million, and $ 1.7 million, respectively.

Our income tax provision for each of the years ended December 31, 2023, 2022, and 2021, includes a decrease of interest and penalties of $ 0.3 million, respectively.

At December 31, 2023 and 2022, noncurrent income taxes payable include accrued interest and penalties of $ 0.9 million and $ 1.2 million, respectively.

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These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions.

The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for years through December 31, 2019.

The statute of limitations for years 2013 through 2019 has been extended to December 31, 2023.

The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for years through December 31, 2019, and the statute of limitations for years 2013 through 2019 has expired as of December 31, 2023.

Returns filed in various other jurisdictions are open to examination for tax years beginning with 2014.

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The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax liability on this amount is not practicable.

NOTE 4—DISCONTINUED OPERATIONS

Separation of Match Group and IAC

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

(“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”).

As a result of the Separation, the operations of Former IAC businesses other than Match Group, and the related income tax effects in subsequent years, are presented as discontinued operations.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—DISCONTINUED OPERATIONS

As part of the Separation described in “Note 2—Summary of Significant Accounting Policies,” the operations of Former IAC businesses other than Match Group are presented as discontinued operations.

The key components of (loss) earnings from discontinued operations for the years ended December 31, 2022, and 2021 consist of the following:

Years Ended December 31,

2022 2021 2020

(In thousands)

Revenue $ — $ — $ 1,410,485

Operating costs and expenses — — ( 1,840,178 )

Operating loss — — ( 429,693 )

Interest expense — — ( 3,772 )

Other expense, net — — ( 2,503 )

Income tax (provision) benefit $ ( 2,211 ) $ 509

13 unchanged sentences

Balance at December 31 $ 2,342,612 $ 2,348,366

On July 11, 2022, Match Group completed the acquisition of all outstanding capital stock of The League App, Inc., a dating app provider focused on career-oriented individuals.

The purchase price, net of cash received, was $ 29.9 million, of which $ 25.7 million was paid in cash on the acquisition date and $ 4.2 million was deferred cash consideration that remains payable at December 31, 2022.

The purchase price was primarily allocated to goodwill and intangible assets.

On June 17, 2021, Match Group completed the acquisition of all capital stock of Hyperconnect, Inc., a leading social discovery and video technology company based in Seoul, South Korea.

The acquisition increased our presence in certain Asian markets and enhanced the real-time video capabilities of Match Group.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

accounting purchase price was $ 1.75 billion, which consisted of $ 859.9 million of cash, net of cash acquired, and 5.9 million shares of Match Group common stock at a basis of the closing market price on the acquisition date.

The purchase price was allocated to goodwill of $ 1.2 billion that is not deductible for tax purposes;

intangible assets of $ 612.0 million primarily consisting of trade names and associated trademarks, both of which are indefinite life intangible assets, with a related deferred tax liability of $ 134.7 million;

and $ 30.4 million of other net assets.

The allocation of the accounting purchase price, which is based on Level 3 inputs, is final.

During the year ended December 31, 2022, the Company recognized impairment charges of $ 270.1 million related to Hyperconnect indefinite- and definite-lived intangible assets related to 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.

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These charges are included within impairment and amortization of intangibles in the consolidated statement of operations.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions.

23 unchanged sentences

Total $ 122,693

NOTE 6—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At December 31, 2023 and 2022, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $ 14.3 million and $ 14.2 million, respectively, and is included in “Other non-current assets” in the accompanying consolidated balance sheet.

The cumulative downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held as of December 31, 2023 were $ 2.1 million.

For both the years ended December 31, 2023 and 2022, there were no adjustments, either downward or upward, to the carrying value of equity securities without readily determinable fair values.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—FINANCIAL INSTRUMENTS

Equity securities without readily determinable fair values

At both December 31, 2022 and 2021, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $ 14.2 million, and is included in “Other non-current assets” in the accompanying consolidated balance sheet.

The cumulative downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held as of December 31, 2022, since the adoption of ASU 2016-01 on January 1, 2018 through December 31, 2022, were $ 2.1 million.

For both the years ended December 31, 2022 and 2021, there were no adjustments to the carrying value of equity securities without readily determinable fair values.

Fair Value Measurements

26 unchanged sentences

Total $ 77,150 $ 34,316 $ 111,466

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial instruments measured at fair value only for disclosure purposes

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(In thousands)

Current maturities of long-term debt, net (a)(b)(c)

$ — $ — $ ( 84,333 ) $ ( 254,472 )

Long-term debt, net (b)(c)

Long-term debt, net (a)(b)

$ ( 3,842,242 ) $ ( 3,586,177 ) $ ( 3,835,726 ) $ ( 3,407,391 )

______________________

(a) At December 31, 2021, the carrying value excludes the $ 15.6 million aggregate principal amount of the exchanged 2022 Exchangeable Notes as that amount is carried at fair value as described below.

(b) At December 31, 2021, the carrying value of current maturities of long-term debt, net includes unamortized debt issuance costs of $ 0.6 million.

At December 31, 2022 and 2021, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $ 39.3 million and $ 45.6 million, respectively.

(c) At December 31, 2022, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $ 514.4 million and $ 499.7 million, respectively.

At December 31, 2021, the fair value of the outstanding 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable Notes is $ 302.2 million, $ 932.6 million, and $ 1,017.7 million, respectively.

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

Derivatives associated with the repurchase and exchanges of 2022 Exchangeable Notes

On September 22, 2021, we entered into privately negotiated agreements with a limited number of holders of the 2022 Exchangeable Notes to repurchase a portion of the outstanding 2022 Exchangeable Notes.

The Company determined that the terms of the repurchase agreements included an embedded derivative, indexed to the value of the Company’s stock, that required bifurcation and separate accounting as a derivative liability under ASC Topic 815, Derivatives and Hedging .

The Company measures embedded derivatives at their estimated fair value and recognizes changes in their estimated fair value in net income during the current reporting period.

At the inception of these agreements on September 22, 2021, the fair value of the embedded derivative was zero and the number of shares to be issued to holders of the 2022 Exchangeable Notes was not yet determinable.

At September 30, 2021, under the terms of the agreements, the number of shares to be issued became fixed at 5.5 million.

The corresponding loss of $ 14.5 million, related to the change in the fair value of the embedded derivative, which was driven by an increase in our stock price from September 22, 2021 to October 4, 2021, the settlement date of the transaction, was recorded within “other income (expense), net” in the accompanying consolidated statement of operations.

During the year ended December 31, 2021, $ 18.6 million aggregate principal amount of the 2022 Exchangeable Notes were presented for exchange prior to maturity at the option of the noteholders, $ 3.0 million of which was settled during that year and $ 15.6 million of which was settled in January 2022.

In accordance with the indenture governing the 2022 Exchangeable Notes, the Company elected to settle these exchanges entirely in cash with the settlement amount determined by the volume-weighted average price of Match Group common stock over a 40-day measurement period.

At the time that the Company elected cash settlement, the embedded derivative for the conversion option of the 2022 Exchangeable Notes no longer qualified for the derivative scope exception for contracts indexed to an entity’s own equity.

We recognized an obligation of $ 48.5 million in “accrued expenses and other current liabilities” to settle the conversion option as of the date of the exchanges, with an offset to paid-in capital.

Subsequently, we recognized $ 9.7 million in gains, which is included in “other (expense) income, net” within the accompanying consolidated statement of operations for the year ended December 31, 2021, related to the change in the fair value of the embedded derivative between the date we

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

elected to settle in cash and the end of the 40-day measurement period, or December 31, 2021, if the measurement period extended past year-end.

For the 2022 Exchangeable Notes that were presented for exchange and which were still outstanding at December 31, 2021 and were settled in January 2022, the following items were outstanding on the consolidated balance sheet at December 31, 2021:

• The fair value of the outstanding embedded derivative of $ 7.4 million, which is included as an asset within “other current assets;”

• the aggregate principal amount of $ 15.6 million for such 2022 Exchangeable Notes, which is presented within “current maturities of long-term debt, net;” and

• an incremental $ 39.5 million liability recorded on the date of exchange, which is presented within “accrued expenses and other current liabilities.“

Additionally, when the Company elected to settle the 2022 Exchangeable Notes presented for exchange entirely in cash, a proportionate amount of note hedges was also exercised and settled in cash based on the same 40-day measurement period to determine the settlement value.

Similar to the exchanged 2022 Exchangeable Notes, the derivative scope exception for contracts indexed to an entity’s own equity no longer applied to the exercised note hedges as a result of the requirement to settle the securities in cash.

We recognized an asset of $ 48.5 million related to the settlement of these note hedges, with an offset to paid-in capital.

Subsequently, we recognized a loss of $ 9.7 million, which is included in “ other (expense) income, net ” in the accompanying consolidated statement of operations for the year ended December 31, 2021, related to the change in the corresponding derivative fair value between the date we elected to settle in cash and the end of the 40-day measurement period, or December 31, 2021, if the measurement period extended past year-end.

For the note hedges that were settled in January 2022, the fair value of the outstanding note hedges at December 31, 2021 is $ 32.1 million, which is included as an asset within “other current assets” on the consolidated balance sheet.

At December 31, 2021, the net position of the various assets and liabilities associated with the unsettled 2022 Exchangeable Notes presented for exchange and the related note hedges is a $ 15.6 million liability, representing the principal amount of such 2022 Exchangeable Notes, which were settled in January 2022.

(a) At December 31, 2023 and 2022, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $ 32.8 million and $ 39.3 million, respectively.

(b) At December 31, 2023, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $ 517.2 million and $ 500.3 million, respectively.

At December 31, 2022, the fair value of the outstanding 2026 Exchangeable Notes and 2030 Exchangeable Notes is $ 514.4 million, and $ 499.7 million, respectively.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

NOTE 7—LONG-TERM DEBT, NET

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500,000 500,000

0.875 % Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”);

interest payable each April 1 and October 1

0.875 % Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”);

5 unchanged sentences

Total long-term debt 3,875,000 3,875,000

Current maturities of long-term debt — 100,500

Unamortized original issue discount 3,479 4,366

7 unchanged sentences

MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility and the Term Loan.

The Credit Agreement provides for a benchmark replacement should the LIBOR rate not be available in the future.

The rate used would be agreed to between the administrative agent and the Company and may be based upon a secured overnight financing rate at the Federal Reserve Bank of New York.

Additional information about the benchmark replacement can be found in Amendment No.

6 to the Credit Agreement.

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

The Credit Facility has a borrowing capacity of $ 750 million and matures on February 13, 2025.

1 unchanged sentence

The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2023.

Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or LIBOR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio.

Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or Adjusted Term SOFR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio.

If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.

At both December 31, 2023 and 2022, the outstanding balance on the Term Loan was $ 425 million.

The Term Loan bears interest at LIBOR plus 1.75 %, which was 6.49 % and 1.91 % at December 31, 2022 and 2021, respectively.

The Term Loan bears interest at Adjusted Term SOFR plus 1.75 %, which was 7.27 % at December 31, 2023.

At December 31, 2022, the Term Loan bore interest at LIBOR plus 1.75 %, which was 6.49 %.

The Term Loan matures on February 13, 2027.

6 unchanged sentences

The 3.625 % Senior Notes were issued on October 4, 2021.

The proceeds from these notes were used to redeem a portion of the 2022 Exchangeable Notes and for general corporate purposes.

The proceeds from these notes were used to redeem a portion of the then outstanding 0.875 % Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”) and for general corporate purposes.

At any time prior to October 1, 2026, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

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2029 and thereafter 100.000 %

The 4.625 % Senior Notes were issued on May 19, 2020.

The 4.625 % Senior Notes were issued on May 19, 2020, and are currently redeemable.

The proceeds from these notes were used to redeem then outstanding senior notes, to pay expenses associated with the offering, and for general corporate purposes.

At any time prior to June 1, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

Thereafter, these notes may be redeemed at the redemption prices set forth

These notes may be redeemed at the redemption prices set forth below,

MATCH GROUP, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

below, together with accrued and unpaid interest to the applicable redemption date:

together with accrued and unpaid interest to the applicable redemption date:

Beginning June 1, Percentage

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The 4.125 % Senior Notes were issued on February 11, 2020.

The proceeds from these notes were used to fund a portion of the $ 3.00 per common share of Former Match Group that was payable in connection with the Separation.

The proceeds from these notes were used to fund a portion of the distribution by Former Match Group that was payable in connection with the Separation.

At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.

20 unchanged sentences

2024 100.833 %

2025 and thereafter 100.000 %

1 unchanged sentence

At December 31, 2023, there were no limitations pursuant thereto.

There are additional covenants in the 5.00 % Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter

The indentures

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets.

The indentures governing the 3.625 % , 4.125 %, 4.625 %, and 5.625 % Senior Notes are less restrictive than the indentures governing the 5.00 % Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets.

governing the 3.625 % , 4.125 %, 4.625 %, and 5.625 % Senior Notes are less restrictive than the indentures governing the 5.00 % Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of their assets.

The Senior Notes all rank equally in right of payment.

Exchangeable Notes

During 2017, Match Group FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $ 517.5 million aggregate principal amount of its 2022 Exchangeable Notes.

During the years ended December 31, 2022 and 2021 all the outstanding 2022 Exchangeable Notes were redeemed or presented for exchange.

See “Redemption and exchanges of 2022 Exchangeable Notes and related note hedges and warrants” below for details.

During 2019, Match Group FinanceCo 2, Inc.

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

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

The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries.

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Upon exchange, the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives:

(1) shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

common stock.

(1) shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's common stock.

It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face amount of the notes upon exchange.

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Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of December 31, 2023.

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

December 31, 2022 December 31, 2021

(In millions)

2022 Exchangeable Notes N/A $ 170.4

2026 Exchangeable Notes $ — $ 293.9

2030 Exchangeable Notes $ — $ 327.9

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

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

At both December 31, 2023 and December 31, 2022, there was no value in excess of the principal of each

of the 2026 and 2030 Exchangeable Notes outstanding on an if-converted basis using the Company’s stock price on December 31, 2023 and December 31, 2022, respectively.

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

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

December 31, 2023 December 31, 2022

2026 Exchangeable Notes 2030 Exchangeable Notes 2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes

2026 Exchangeable Notes 2030 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes

(In thousands)

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unamortized debt issuance costs 3,976 6,630 5,562 7,645

Net carrying value included in current maturities of long-term debt, net $ — $ — $ 99,927 $ — $ —

Net carrying value included in long-term debt, net $ 571,024 $ 568,370 $ 569,438 $ 567,355

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2023, 2022, and 2021:

Year Ended December 31, 2023

2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes

2026 Exchangeable Notes 2030 Exchangeable Notes

(In thousands)

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Year Ended December 31, 2022

2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes

2022 Exchangeable Notes (a)

2026 Exchangeable Notes 2030 Exchangeable Notes

(In thousands)

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Year Ended December 31, 2021

2022 Exchangeable Notes 2026 Exchangeable Notes 2030 Exchangeable Notes

2022 Exchangeable Notes (a)

2026 Exchangeable Notes 2030 Exchangeable Notes

(In thousands)

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Total interest expense recognized $ 6,464 $ 6,601 $ 12,489

Prior to maturity, the effective interest rate for the 2022 Exchangeable Notes was 1.6 %.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

______________________

(a) The outstanding balance of the 2022 Exchangeable Notes was fully redeemed during the year ended December 31, 2022.

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

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The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds their respective strike prices.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2023:

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(Shares in millions)

2022 Exchangeable Notes Warrants (b)

2026 Exchangeable Notes Warrants 6.6 $ 134.76

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

(b) The outstanding 2022 Exchangeable Notes Warrants at December 31, 2022 will be exercised ratably over 80 trading days commencing on the first trading day following the expiration date through April 27, 2023.

Redemption and exchanges of 2022 Exchangeable Notes and related note hedges and warrants

On October 4, 2021, we repurchased $ 414.0 million aggregate principal amount of our outstanding 2022 Exchangeable Notes, pursuant to privately negotiated agreements executed on September 22, 2021, for approximately $ 1.5 billion, including accrued and unpaid interest on the repurchased notes, funded with (i) 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, (ii) approximately $ 420 million of net proceeds from the 3.625 % Senior Notes offering;

and (iii) net proceeds of approximately $ 201 million from the unwind of a proportionate amount of outstanding hedges and warrants, each representing 9.4 million underlying shares, corresponding to the 2022 Exchangeable Notes repurchased.

See “Note 6—Financial Instruments” for additional information.

Separately, during the years ended December 31, 2022 and 2021, $ 40.6 million and $ 18.6 million aggregate principal amount of the 2022 Exchangeable Notes, respectively, were presented for exchange prior to maturity.

Of the total $ 59.2 million aggregate principal amount presented for exchange prior to maturity, $ 56.2 million and $ 3.0 million were settled during the years ended December 31, 2022 and 2021, respectively.

The remaining 2022 Exchangeable Notes outstanding immediately prior to maturity on October 1, 2022, totaling $ 44.3 million aggregate principal amount, were presented by holders for exchange on or before September 30, 2022 with settlement occurring entirely in cash in October 2022, in accordance with their terms.

In connection with the 2022 Exchangeable Notes presented for exchange during the years ended December 31, 2022 and 2021, we exercised 1.9 million and 0.4 million underlying shares of the related 2022 Exchangeable Notes Hedges, respectively, which were valued based on the volume-weighted average price of Match Group common stock over a 40-day measurement period.

During the years ended December 31, 2022 and 2021, the Company received $ 75.9 million and $ 6.6 million, respectively, in cash related to these hedge settlements.

During the year ended December 31, 2022, we paid $ 7.5 million to settle 0.4 million underlying shares of the 2022 Exchangeable Notes Warrants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Long-term debt maturities

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Total long-term debt, net $ 3,842,242

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—SHAREHOLDERS’ EQUITY

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In connection with equity compensation plans, the Exchangeable Notes, and warrants, 64.5 million shares of Match Group common stock are reserved at December 31, 2023.

Retirement of Treasury Stock

On June 30, 2020, prior to the Separation, Former IAC retired all Former IAC common stock and Class B common stock then held in treasury.

Common Stock Repurchases

In May 2022, our Board of Directors authorized the repurchase of 12.5 million shares of our common stock.

At December 31, 2022, we have approximately 5.3 million shares remaining in our share repurchase authorization.

During the year ended December 31, 2022, we repurchased 7.2 million shares of our common stock for aggregate consideration, on a trade date basis, of $ 482.0 million.

No repurchases were made during 2021 or 2020.

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

In April 2023, our Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”) for the repurchase of up to $ 1.0 billion in aggregate value of shares of Match Group stock, which replaced the 2022 Share Repurchase Program.

On January 30, 2024, the Board of Directors of the Company approved a new share repurchase program of up to $ 1.0 billion in aggregate value of shares of Match Group stock (the “2024 Share Repurchase Program”).

The 2024 Share Repurchase Program replaces the 2023 Share Repurchase Program.

During the years ended December 31, 2023 and 2022, we repurchased 13.5 million and 7.2 million shares of our common stock, respectively, for aggregate consideration, on a trade date basis, of $ 546.2 million and $ 482.0 million, respectively.

No repurchases were made during 2021.

Preferred Stock

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No shares have been issued under this authorization .

Series of equity transactions related to the Separation of Former IAC

Upon the consummation of the Separation, holders of Former IAC common stock exchanged each share of common stock for (i) one share of Series 1 Mandatorily Exchangeable Preferred Stock, which was immediately exchanged for one share of IAC common stock and then retired;

and (ii) 2.1584 shares of Match Group common stock, par value $ 0.001 per share.

Upon the consummation of the Separation, holders of Former IAC Class B common stock exchanged each share of Class B common stock for (i) one share of Series 2 Mandatorily Exchangeable Preferred Stock, which was

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

immediately exchanged for one share of IAC Class B common stock and then retired;

and (ii) 2.1584 shares of Match Group common stock, par value $ 0.001 per share.

Issuance of Common Stock

In July 2020, in connection with the Separation, Former IAC completed the sale of an additional 17.3 million newly issued Match Group common shares.

The proceeds of $ 1.4 billion, net of associated fees, were transferred directly to IAC.

In October 2021, we completed the sale of 5.5 million common shares.

The net proceeds of $ 879.0 million were used to repurchase $ 414.0 million aggregate principal amount of our outstanding 2022 Exchangeable Notes.

See “Note 7—Long-term Debt, net” for additional information on the redemption of a portion of the 2022 Exchangeable Notes.

NOTE 9—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings.

Year Ended December 31, 2022

Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss

(In thousands)

Balance at January 1 $ ( 223,754 ) $ ( 223,754 )

Other comprehensive loss ( 145,428 ) ( 145,428 )

Balance at December 31 $ ( 369,182 ) $ ( 369,182 )

Year Ended December 31, 2021

Foreign Currency Translation Adjustment Accumulated Other Comprehensive Loss

The following tables present the components of accumulated other comprehensive loss.

For the years ended December 31, 2023, 2022, and 2021, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments.

Years Ended December 31,

2023 2022 2021

(In thousands)

2 unchanged sentences

Balance at December 31 $ ( 385,471 ) $ ( 369,182 ) $ ( 223,754 )

Year Ended December 31, 2020

Foreign Currency Translation Adjustment Unrealized (Loss) Gain on Available-For-Sale Security Accumulated Other Comprehensive (Loss) Income

(In thousands)

Balance at January 1 $ ( 136,349 ) $ — $ ( 136,349 )

Other comprehensive income (loss) before reclassifications

40,655 ( 1 ) 40,654

Amounts reclassified into earnings ( 168 ) — ( 168 )

Net period other comprehensive income (loss) 40,487 ( 1 ) 40,486

Allocation of accumulated other comprehensive loss related to the noncontrolling interests 628 — 628

Separation of IAC 13,780 1 13,781

Balance at December 31 $ ( 81,454 ) $ — $ ( 81,454 )

At December 31, 2023, 2022, and 2021, there was no tax benefit or provision on the accumulated other comprehensive loss.

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NOTE 10—EARNINGS PER SHARE

As a result of the Separation, weighted average basic and dilutive shares outstanding for all periods prior to the Separation reflect the share position of Former IAC multiplied by the Separation exchange ratio of 2.1584 .

The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:

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$ 651,472 $ 651,472 $ 362,130 $ 362,130 $ 276,045 $ 276,045

Net loss (earnings) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

67 67 2,027 2,027 1,169 1,169

Impact from subsidiaries' dilutive securities of continuing operations (a)

Impact from subsidiaries' dilutive securities of continuing operations

— ( 81 ) — ( 222 ) — ( 993 )

Interest on dilutive Exchangeable Notes, net of income tax (b)

Interest on dilutive Exchangeable Notes, net of income tax (a)

— 12,684 — 4,151 — 6,616

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$ 651,539 $ 664,142 $ 364,157 $ 368,086 $ 277,214 $ 282,837

(Loss) earnings from discontinued operations, net of tax

$ ( 2,211 ) $ ( 2,211 ) $ 509 $ 509 $ ( 366,070 ) $ ( 366,070 )

Net loss attributable to noncontrolling interests of discontinued operations

— — — — 319 319

Impact from subsidiaries’ dilutive securities of discontinued operations (a)

— — — — — ( 240 )

Net (loss) earnings from discontinued operations attributable to shareholders

4 unchanged sentences

275,773 275,773 282,564 282,564 275,004 275,004

Dilutive securities (a)(c)(d)

Dilutive securities (b)(c)

— 4,114 — 5,020 — 13,866

Dilutive shares from Exchangeable Notes, if-converted (b)

Dilutive shares from Exchangeable Notes, if-converted (a)

— 13,397 — 7,631 — 15,970

Denominator for earnings per share—weighted average shares (a)(c)(d)

Denominator for earnings per share—weighted average shares (b)(c)

275,773 293,284 282,564 295,215 275,004 304,840

6 unchanged sentences

$ 2.36 $ 2.26 $ 1.28 $ 1.24 $ 1.01 $ 0.93

______________________

(a) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes.

For the year ended December 31, 2023, the Company adjusted net earnings attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income taxes, incurred on the 2026 and 2030 Exchangeable Notes.

Dilutive shares were also included for the same series of Exchangeable Notes.

For the years ended December 31, 2022 and 2021, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

______________________

(a) Prior to the Separation, Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares.

For the period prior to the Separation in the year ended December 31, 2020, for continuing operations it was more dilutive for Former Match Group to settle certain Former Match Group equity awards;

and for discontinued operations it was more dilutive for ANGI to settle certain ANGI equity awards.

(b) The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes.

For the years ended December 31, 2022 and 2021, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive shares were included for the same set of notes.

For the years ended December 31, 2022 and 2021, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities for both years.

For the year ended December 31, 2020, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc.

shareholders for the cash interest expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable Notes and dilutive shares were included for the same set of notes at the Match Group exchange rates.

(c) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units.

shares were included for the same set of notes.

For the years ended December 31, 2022 and 2021, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore no adjustment to net earnings attributable to Match Group, Inc.

for cash interest expense related to the 2030 Exchangeable Notes was made for those years, and the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities for both years.

(b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units.

For the years ended December 31, 2023, 2022, and 2021, 15.9 million, 16.0 million, and 0.9 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(d) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares.

Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods.

For the years ended December 31, 2023, 2022, and 2021, 3.2 million, 1.6 million, and 1.0 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—STOCK-BASED COMPENSATION

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Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee.

Stock options outstanding will generally vest in four equal annual installments over a four-year period.

RSUs outstanding generally vest over a three - or four-year period.

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The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2023, 2022, and 2021 related to all stock-based compensation is $ 16.3 million, $ 72.5 million and $ 95.1 million, respectively.

The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2022, 2021, and 2020 is $ 53.5 million, $ 53.8 million, and $ 105.5 million, respectively.

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The aggregate income tax benefit recognized related to the exercise of stock options for the years ended December 31, 2023, 2022, and 2021 is $ 3.2 million, $ 53.5 million, and $ 53.8 million, respectively.

Stock Options

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Exercised ( 581 ) 22.92

Forfeited ( 21 ) 28.15

Expired ( 7 ) 15.24

Outstanding at December 31, 2022 3,711 $ 21.13 4.0 $ 77,059

Options exercisable 3,679 $ 21.31 3.9 $ 75,730

______________________

Expired and forfeited ( 14 ) 20.81

Outstanding and exercisable at December 31, 2023 3,116 $ 20.80 3.1 $ 51,694

The aggregate intrinsic value in the table above represents the difference between Match Group’s closing stock price on the last trading day of 2023 and the exercise price, multiplied by the number of in-the-money options that would have been exercised had option holders exercised their options on December 31, 2023.

The total intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 is $ 13.7 million and $ 54.5 million, respectively.

The following table summarizes the information about stock options outstanding and exercisable at December 31, 2022:

Options Outstanding Options Exercisable

Range of Exercise Prices Outstanding at December 31, 2022 Weighted-

Life in Years Weighted-Average

Price Exercisable at December 31, 2022 Weighted-

Life in Years Weighted-Average

(Shares in thousands)

$ 0.01 to $ 10.00

477 3.6 $ 7.88 445 3.2 $ 8.42

$ 10.01 to $ 20.00

1,256 3.5 14.52 1,256 3.5 14.52

$ 20.01 to $ 30.00

1,542 3.8 24.41 1,542 3.8 24.41

$ 30.01 to $ 40.00

144 5.1 35.82 144 5.1 35.82

$ 40.01 to $ 50.00

292 6.5 46.65 292 6.5 46.60

3,711 4.0 $ 21.13 3,679 3.9 $ 21.31

Cash received from Match Group stock option exercises for the years ended December 31, 2023, 2022, and 2021 was $ 19.9 million, $ 20.5 million, and $ 58.4 million, respectively.

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AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards

RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Match Group common stock, with the value of each RSU and PSU equal to the fair value of Match Group common stock at the date of grant.

For market-based awards, the grant date fair value was estimated using a lattice model that incorporates a Monte Carlo simulation of the valuation of a wholly-owned business.

RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Match Group common stock.

For market-based awards, the grant date fair value was estimated using a lattice model that incorporates a Monte Carlo simulation of the Company’s total shareholder return relative to companies within the Nasdaq 100 Index over various performance periods.

Each RSU, PSU, and market-based award grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests.

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For PSU grants, the expense is measured at the grant date as the fair value of Match Group common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2023 and changes during the year ended December 31, 2023 are as follows:

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The total fair value of RSUs that vested during the years ended December 31, 2023 and 2022 was $ 185.0 million and $ 129.0 million, respectively.

The total fair value of PSUs that vested during the year ended December 31, 2022 was $ 16.3 million.

No PSUs vested during the year ended December 31, 2023.

There were 0.8 million market-based awards granted during both the years ended December 31, 2022 and 2021.

The vesting of the awards granted in 2022 and 2021 are dependent upon the Company’s total shareholder return relative to the Nasdaq 100 Total Return Index over the various performance periods.

The total fair value of market-based awards that vested during the years ended December 31, 2022 and 2021 was $ 1.9 million and $ 11.1 million, respectively.

The total fair value of PSUs that vested during the year ended December 31, 2022 was $ 16.3 million.

There were 1.3 million and 0.8 million market-based awards granted during the years ended December 31, 2023 and 2022, respectively.

The vesting of the awards granted in 2023 and 2022 are dependent upon the Company’s total shareholder return relative to companies within the Nasdaq 100 Index over various performance periods.

No market-based awards vested during the year ended December 31, 2023.

The total fair value of market-based awards that vested during the year ended December 31, 2022 was $ 1.9 million.

Equity Instruments Denominated in Shares of Certain Subsidiaries

The Company has granted stock settled stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees and management of those subsidiaries.

The Company has granted stock settled stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees of those subsidiaries.

These equity awards vest over a specified period of time or upon the occurrence of certain specified events.

1 unchanged sentence

Accordingly, these awards only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price.

These awards can have significant value in the event of significant appreciation.

The fair value of the common stock of these subsidiaries is generally determined through a third-party valuation pursuant to the terms of the respective subsidiary equity plan.

These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares of Match Group common stock with a total value equal to the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

intrinsic value of the award at exercise.

These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares of Match Group common stock with a total value equal to the intrinsic value of the award at exercise.

The number of shares of Match Group common stock ultimately needed to settle these awards may vary significantly from the estimated number below as a result of movements in our stock price and/or a determination of fair value of the relevant subsidiary that differs from our estimate.

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2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the Company’s shareholders on June 15, 2021.

Under the ESPP, eligible employees may purchase the Company’s common stock at a 15 % discount of the lower of the market price of our common stock on the date of commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits.

Under the ESPP, eligible employees may purchase the Company’s common stock at a 15 % discount of the lower of the market price of our common stock on the date of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

commencement of the applicable offering period or on the last day of the applicable six-month purchase period, subject to certain purchase limits.

Under the ESPP, employees purchased 0.3 million shares at a weighted average price per share of $ 27.22 during the year ended December 31, 2023.

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During the years ended December 31, 2023, 2022, and 2021, the Company modified certain equity awards and recognized modification charges in continuing operations of $ 1.8 million, $ 14.6 million, and $ 10.2 million, respectively, impacting fewer than 30 employees in any given year.

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 12—GEOGRAPHIC INFORMATION

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Total $ 194,525 $ 176,136

MATCH GROUP, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13—LEASES

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The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities.

If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the options.

If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company will exercise the options.

Lease expense is recognized on a straight-line basis over the term of the lease.

As permitted by ASC 842, leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet.

Leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet.

Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not included in the recognition of ROU assets and related lease liabilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Maturities of lease liabilities as of December 31, 2022 (b) :

Maturities of lease liabilities as of December 31, 2023 (a) :

(In thousands)

2024 $ 21,710

After 2027 58,572

Total 135,996

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______________________

(b) Operating lease payments exclude $ 8.9 million of legally binding minimum lease payments for leases signed but not yet commenced.

(a) Operating lease payments exclude $ 28.1 million of legally binding minimum lease payments for leases signed but not yet commenced.

The following are the weighted average assumptions used for lease term and discount rate:

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The Company has funding commitments in the form of purchase obligations and surety bonds.

The purchase obligations due in less than one year are $ 83.4 million, the purchase obligations due between one and three years are $ 184.6 million, and no purchase obligations are due between three and five years, for a total of $ 268.0 million in purchase obligations.

The purchase obligations are $ 103.2 million for 2024, $ 85.0 million for 2025, and $ 14.2 million for 2026, for a total of $ 202.4 million in purchase obligations.

The purchase obligations primarily relate to web hosting service commitments.

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See “Note 3—Income Taxes” for additional information related to income tax contingencies.

Pursuant to the Transaction Agreement, we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below.

Pursuant to the Transaction Agreement entered into in connection with the Separation, we have agreed to indemnify IAC for matters relating to any business of Former Match Group, including indemnifying IAC for costs related to the matters described below.

The official names of legal proceedings in the descriptions below (shown in italics) reflect the original names of the parties when the proceedings were filed as opposed to the current names of the parties following the separation of Match Group and IAC.

Tinder Optionholder Litigation Against Former Match Group and Match Group

On August 14, 2018, ten then-current and former employees of Match Group, LLC or Tinder, Inc.

(“Tinder”), a former subsidiary of Former Match Group, filed a lawsuit in New York state court against Former Match Group and Match Group.

See Sean Rad et al.

IAC/InterActiveCorp and Match Group, Inc.

654038/2018 (Supreme Court, New York County).

The complaint alleged that in 2017, the defendants:

(i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Former Match Group, thereby depriving certain of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis.

The complaint asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Former Match Group only), and interference with prospective economic advantage, and sought compensatory damages in the amount of at least $ 2 billion, as well as punitive damages.

On August 31, 2018, four plaintiffs who were still employed by Former Match Group filed a notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining plaintiffs.

On June 13, 2019, the court issued a decision and order granting defendants’ motion to dismiss the claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichments, as well as the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and otherwise denying defendants’ motion to dismiss.

On July 13, 2020, the four former plaintiffs filed arbitration demands with the American Arbitration Association asserting the same valuation claims and on September 3, 2020, the four arbitrations were consolidated.

Trial commenced on November 8, 2021.

In accordance with the parties’ agreement in December 2021, we paid $ 441 million to settle all claims in trial and in arbitration in June 2022.

FTC Lawsuit Against Former Match Group

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On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant.

We believe that the FTC’s claims regarding Match.com’s practices, policies, and procedures are without merit and will defend vigorously against them.

NOTE 15—RELATED PARTY TRANSACTIONS

Relationship with IAC following the Separation

In connection with the Separation, the Company entered into certain agreements with IAC to govern the relationship between the Company and IAC following the Separation.

These agreements, in certain cases, supersede the agreements entered into between Former Match Group and Former IAC in connection with Former Match Group’s IPO in November 2015 (the “IPO Agreements”) and include:

a tax matters agreement;

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transition services agreement;

and an employee matters agreement.

The IPO Agreements that were not superseded were terminated at closing of the Separation.

In addition to the agreements entered into at the time of the Separation, Match Group leased office space to IAC in a building owned by the Company in Los Angeles through November 2022.

For the year ended December 31, 2022, the Company received $ 0.1 million from IAC pursuant to the Los Angeles lease.

Match Group has a payable balance of less than $ 0.1 million due to IAC at December 31, 2022, excluding items discussed in the “Tax Matters Agreement” section below.

In July 2020, in connection with the Separation, the sale of 17.3 million newly issued shares of Match Group common stock was completed by IAC.

The proceeds of $ 1.4 billion, net of associated fees, were transferred directly to IAC pursuant to the terms of the Transaction Agreement.

Tax Matters Agreement

Pursuant to the tax matters agreement, each of Match Group and IAC is responsible for certain tax liabilities and obligations following the transfer by Former IAC (i) to Match Group of certain assets and liabilities of, or related to, the businesses of Former IAC (other than Former Match Group), and (ii) to holders of Former IAC common stock and Former IAC Class B common stock, as a result of the reclassification and mandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”).

Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify Match Group against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to Match Group's or Former Match Group’s actions or failure to act, Match Group's or Former Match Group’s breach of certain representations or covenants or certain acquisitions of equity securities of Match Group, in each case, described in the tax matters agreement (a "Match Group fault-based action").

If the failure to so qualify is attributable to a Match Group fault-based action, Match Group is responsible for liabilities incurred as a result of such failure and will indemnify IAC against such liabilities so incurred by IAC or its affiliates.

Under the tax matters agreement, as of December 31, 2022, Match Group is obligated to remit to IAC $ 0.9 million of expected state tax refunds relating to tax years prior to the Separation.

This obligation is included in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet.

Additionally, IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the Separation.

At December 31, 2022, a receivable of $ 3.3 million is included in “Other current assets” in the accompanying consolidated balance sheet representing an estimate of the amount that Match Group is expected to be indemnified under this arrangement.

At December 31, 2022, Match Group has an indemnification asset of $ 0.4 million included in “Other non-current assets” in the accompanying consolidated balance sheet for uncertain tax positions that related to Former IAC prior to the Separation.

Transition Services Agreement

Pursuant to the transition services agreement, Match Group provides certain services to IAC that Former Match Group previously provided to Former IAC.

Match Group and IAC also agreed to continue sharing certain services provided pursuant to certain third-party vendor contracts that were not replaced, amended, or divided prior to closing of the Separation.

For the year ended December 31, 2022, the Company received $ 20.6 million from IAC for services provided under the transition services agreement.

Employee Matters Agreement

Pursuant to the amended and restated employee matters agreement, Match Group will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees upon exercise or vesting.

For the year ended December 31, 2022, the Company paid IAC $ 0.1 million for the cost of IAC equity awards held by the Company’s employees upon vesting.

At December 31, 2022, the Company has accrued $ 0.3 million as the estimated cost due to IAC for IAC equity awards held by Match Group employees.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Agreements

The Transaction Agreement provides that each of Match Group and IAC has agreed to indemnify, defend and hold harmless the other party from and against any liabilities arising out of:

(i) any asset or liability allocated to such party or the other members of such party's group under the Transaction Agreement or the businesses of such party's group after the closing of the Separation;

(ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party's group contained in the Transaction Agreement that survives the closing of the Separation or is contained in any ancillary agreement;

and (iii) any untrue or misleading statement or alleged untrue or misleading statement of a material fact or omission, with respect to information contained in or incorporated into the Form S-4 Registration Statement (the “Form S-4”) filed with the Securities and Exchange Commission (the “SEC”) by IAC and Former IAC in connection with the Separation or the joint proxy statement/prospectus filed by Former IAC and Former Match Group with the SEC pursuant to the Form S-4.

At December 31, 2022, IAC is no longer considered a related party.

On September 11, 2023, both parties filed motions for summary judgment.

Our consolidated financial statements do not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood of an unfavorable outcome.

Further, we do not believe that there is a reasonable possibility of an exposure to loss that would be material to our business.

We believe we have strong defenses to the FTC’s claims regarding Match.com’s practices, policies, and procedures and will continue to defend vigorously against them.

Irish Data Protection Commission Inquiry Regarding Tinder’s Practices

On February 3, 2020, we received a letter from the Irish Data Protection Commission (the “DPC”) notifying us that the DPC had commenced an inquiry examining Tinder’s compliance with the EU’s General Data Protection Regulation (“GDPR”), focusing on Tinder’s processes for handling access and deletion requests and Tinder’s user data retention policies.

On January 8, 2024, the DPC provided us with a preliminary draft decision alleging that certain of Tinder’s access and retention policies, largely relating to protecting the safety and privacy of Tinder’s users, violate GDPR requirements.

Our response to the preliminary draft decision is due by March 15, 2024.

Our consolidated financial statements do not reflect any provision for a loss with respect to this matter, as we do not believe there is a probable likelihood of an unfavorable outcome.

However, based on the preliminary draft decision and giving due consideration to the uncertainties inherent in this process, there is at least a reasonable possibility of an exposure to loss, which could be anywhere between a no minal amount and $ 60 million, which we do not believe would be material to our business.

We believe we have strong defenses to these claims and will defend vigorously against them.

NOTE 15—BENEFIT PLANS

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Participating employees may contribute up to 75 % of their pre-tax earnings, but not more than statutory limits.

The employer match under the Match Group Plan is 100 % of the first 10 % of a participant’s eligible earnings, subject to IRS limits on the Company’s matching contribution that a participant contributes to the Match Group Plan.

The Company’s common stock is not an available investment option under the Match Group Plan.

Prior to January 1, 2021, Match Group employees were eligible to participate in a retirement savings plan sponsored by IAC in the United States pursuant to the Employee Matters Agreement with IAC (the “IAC Plan”).

Beginning January 1, 2021, all investments in the IAC plan were transferred to the Match Group Plan.

The employer match under the IAC plan was 100 % of the first 10 % of a participant’s eligible earnings.

The employer match under the Match Group Plan is 100 % of the first 10 % of a participant’s eligible earnings up to $ 10,000 , subject to IRS limits on the Company’s matching contribution that a participant contributes to the Match Group Plan.

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Matching contributions under the plans for the years ended December 31, 2023, 2022, and 2021 were $ 14.0 million, $ 13.5 million and $ 10.9 million, respectively.

1 unchanged sentence

Matching contributions are invested in the same manner that each participant’s voluntary contributions are invested under the respective plans.

Under the IAC Plan and prior to the Separation, an available investment option was IAC common stock, but neither participant nor matching contributions were required to be invested in IAC common stock.

Internationally, Match Group also has or participates in various benefit plans, primarily defined contribution plans.

The Company’s contributions for these plans for the years ended December 31, 2023, 2022 and 2021 were $ 6.4 million, $ 6.2 million, and $ 5.4 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16—CONSOLIDATED FINANCIAL STATEMENT DETAILS

18 unchanged sentences

Accrued expenses and other current liabilities:

Accrued legal settlement $ — $ 441,000

Accrued employee compensation and benefits $ 103,336 $ 90,098

4 unchanged sentences

Accrued expenses and other current liabilities $ 307,299 $ 289,937

MATCH GROUP, INC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Years Ended December 31,

2 unchanged sentences

Other income (expense), net $ 19,772 $ 8,033 $ ( 465,038 )

Other income, net, in 2023 includes interest income of $ 26.8 million, partially offset by $ 7.9 million in net foreign currency losses.

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;

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

Other expense, net, in 2021 includes a $ 441.0 million loss related to the former Tinder employee litigation settlement, a $ 14.6 million loss related to the changes in fair value of an embedded derivative arising from the repurchase of a portion of the 2022 Exchangeable Notes, a $ 5.2 million inducement expense arising from the

MATCH GROUP, INC.

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repurchased 2022 Exchangeable Notes, and $ 1.8 million in net foreign currency losses;

partially offset by $ 2.4 million of gains on the net settlement of the note hedges and warrants.

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 a mark-to-market adjustment pertaining to a liability classified equity instrument, and $ 0.6 million in net foreign currency losses.

Cash and Cash Equivalents and Restricted Cash

5 unchanged sentences

— 121 128 138

Cash, cash equivalents, and restricted cash included in current assets of discontinued operations

— — — 2,674,146

Restricted cash included in non-current assets of discontinued operations

Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow

13 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 7A. Quantitative and Qualitative Disclosures About Market Risk