Match Group, Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt. At December 31, 2023, the Company’s outstanding long-term debt was $3.9 billion, of which $3.5 billion consists of Senior Notes and Exchangeable Senior Notes that bear interest at fixed rates. If market rates decline, the Company runs the risk that the required payments on the fixed-rate debt will exceed those on debt based on market rates. A 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $141.0 million. 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, 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 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”), 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. We have exposure to foreign currency exchange risk related to transactions carried out in a currency other than the U.S. dollar, and investments in foreign subsidiaries with a functional currency other than the U.S. dollar. As foreign currency exchange rates change, translation of the statement of operations of our international businesses into U.S. dollars affects year-over-year comparability of operating results. The average Euro and GBP exchange rates strengthened against the U.S. Dollar by 3% and 1%, respectively, in 2023 compared to 2022. 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. Foreign currency exchange losses included in the Company’s earnings for the years ended December 31, 2023, 2022 and 2021 are $7.9 million, $2.0 million and $1.8 million, respectively. Foreign currency exchange gains or losses historically have not been material to the Company. As a result, we have not historically hedged any foreign currency exposures, although we may hedge foreign currencies in the future to limit the impact of foreign currency exchange gains and losses. The continued growth and expansion of our international operations into new countries increases our exposure to foreign exchange rate fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could adversely affect our future results of operations. 53 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Match Group, Inc. Opinion on the 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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. 54 Table of Contents 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 We have served as the Company’s auditor since 1996. New York, New York February 23, 2024 55 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 2023 2022 (In thousands, except share data) ASSETS Cash and cash equivalents $ 862,440 $ 572,395 Short-term investments 6,200 8,723 Accounts receivable, net of allowance of $ 603 and $ 387 , respectively 298,648 191,940 Other current assets 104,023 109,327 Total current assets 1,271,311 882,385 Property and equipment, net 194,525 176,136 Goodwill 2,342,612 2,348,366 Intangible assets, net 305,746 357,747 Deferred income taxes 259,803 276,947 Other non-current assets 133,889 141,183 TOTAL ASSETS $ 4,507,886 $ 4,182,764 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES Accounts payable $ 13,187 $ 13,699 Deferred revenue 211,282 252,718 Accrued expenses and other current liabilities 307,299 289,937 Total current liabilities 531,768 556,354 Long-term debt, net 3,842,242 3,835,726 Income taxes payable 24,860 13,282 Deferred income taxes 26,302 32,631 Other long-term liabilities 101,787 103,652 Redeemable noncontrolling interests — — Commitments and contingencies SHAREHOLDERS’ EQUITY Common stock; $ 0.001 par value; authorized 1,600,000,000 shares; 289,631,352 and 286,817,375 shares issued; and 268,890,470 and 279,625,364 outstanding at December 31, 2023 and December 31, 2022, respectively 290 287 Additional paid-in capital 8,529,200 8,273,637 Retained deficit ( 7,131,029 ) ( 7,782,568 ) Accumulated other comprehensive loss ( 385,471 ) ( 369,182 ) Treasury stock; 20,740,882 and 7,192,011 shares, respectively ( 1,032,538 ) ( 482,049 ) Total Match Group, Inc. shareholders’ equity ( 19,548 ) ( 359,875 ) Noncontrolling interests 475 994 Total shareholders’ equity ( 19,073 ) ( 358,881 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 4,507,886 $ 4,182,764 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 56 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Years Ended December 31, 2023 2022 2021 (In thousands, except per share data) Revenue $ 3,364,504 $ 3,188,843 $ 2,983,277 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 954,014 959,963 839,308 Selling and marketing expense 586,262 534,517 566,459 General and administrative expense 413,609 435,868 414,821 Product development expense 384,185 333,639 241,049 Depreciation 61,807 43,594 41,402 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 Operating income 916,896 515,005 851,679 Interest expense ( 159,887 ) ( 145,547 ) ( 130,493 ) Other income (expense), net 19,772 8,033 ( 465,038 ) Earnings from continuing operations, before tax 776,781 377,491 256,148 Income tax (provision) benefit ( 125,309 ) ( 15,361 ) 19,897 Net earnings from continuing operations 651,472 362,130 276,045 (Loss) earnings from discontinued operations, net of tax — ( 2,211 ) 509 Net earnings 651,472 359,919 276,554 Net loss attributable to noncontrolling interests 67 2,027 1,169 Net earnings attributable to Match Group, Inc. shareholders $ 651,539 $ 361,946 $ 277,723 Net earnings per share from continuing operations: Basic $ 2.36 $ 1.29 $ 1.01 Diluted $ 2.26 $ 1.25 $ 0.93 Net earnings per share attributable to Match Group, Inc. shareholders: Basic $ 2.36 $ 1.28 $ 1.01 Diluted $ 2.26 $ 1.24 $ 0.93 Stock-based compensation expense by function: Cost of revenue $ 5,934 $ 5,903 $ 5,554 Selling and marketing expense 9,730 7,608 7,941 General and administrative expense 98,510 106,133 81,420 Product development expense 117,925 84,236 51,901 Total stock-based compensation expense $ 232,099 $ 203,880 $ 146,816 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 57 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS Years Ended December 31, 2023 2022 2021 (In thousands) Net earnings $ 651,472 $ 359,919 $ 276,554 Other comprehensive loss, net of tax Change in foreign currency translation adjustment ( 16,279 ) ( 146,361 ) ( 142,608 ) 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 attributable to noncontrolling interests 67 2,027 1,169 Change in foreign currency translation adjustment attributable to noncontrolling interests ( 10 ) 933 308 Comprehensive loss attributable to noncontrolling interests 57 2,960 1,477 Comprehensive income attributable to Match Group, Inc. shareholders $ 635,250 $ 216,518 $ 135,423 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 58 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2023, 2022, and 2021 Match Group, Inc. Shareholders’ Equity Common Stock $ 0.001 Par Value Redeemable Noncontrolling Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Total Match Group, Inc. Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity (In thousands) Balance as of December 31, 2020 $ 640 $ 267 267,329 $ 7,089,007 $ ( 8,422,237 ) $ ( 81,454 ) $ ( 1,414,417 ) $ 1,042 $ ( 1,413,375 ) Net (loss) earnings for the year ended December 31, 2021 ( 2,047 ) — — — 277,723 — 277,723 878 278,601 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 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 ) 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 ) Balance as of December 31, 2021 $ 1,260 $ 283 283,470 $ 8,164,216 $ ( 8,144,514 ) $ ( 223,754 ) $ ( 203,769 ) $ 7,927 $ ( 195,842 ) 59 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2023, 2022, and 2021 (continued) Match Group, Inc. Shareholders’ Equity Common Stock $ 0.001 Par Value Redeemable Noncontrolling Interests $ Shares Additional Paid-in Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Match Group, Inc. Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity (In thousands) Balance as of December 31, 2021 $ 1,260 $ 283 283,470 $ 8,164,216 $ ( 8,144,514 ) $ ( 223,754 ) $ — $ ( 203,769 ) $ 7,927 $ ( 195,842 ) Net (loss) earnings for the year ended December 31, 2022 ( 2,661 ) — — — 361,946 — — 361,946 634 362,580 Other comprehensive loss, net of tax — — — — — ( 145,428 ) — ( 145,428 ) ( 933 ) ( 146,361 ) Stock-based compensation expense — — — 214,437 — — — 214,437 — 214,437 Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 4 3,347 ( 88,774 ) — — — ( 88,770 ) — ( 88,770 ) 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 of noncontrolling interests to fair value — — — ( 16,215 ) — — — ( 16,215 ) 16,215 — Purchase of noncontrolling interest — — — 6,791 — — — 6,791 ( 23,693 ) ( 16,902 ) Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — ( 844 ) — — — ( 844 ) 844 — Settlement and exercises of note hedges and warrants — — — ( 7,116 ) — — — ( 7,116 ) — ( 7,116 ) Other — — — 2,543 — — — 2,543 — 2,543 Balance as of December 31, 2022 $ — $ 287 286,817 $ 8,273,637 $ ( 7,782,568 ) $ ( 369,182 ) $ ( 482,049 ) $ ( 359,875 ) $ 994 $ ( 358,881 ) Net (loss) earnings for the year ended December 31, 2023 ( 184 ) — — — 651,539 — — 651,539 117 651,656 Other comprehensive (loss) income, net of tax — — — — — ( 16,289 ) — ( 16,289 ) 10 ( 16,279 ) Stock-based compensation expense — — — 243,826 — — — 243,826 — 243,826 Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — 3 2,814 13,980 — — — 13,983 — 13,983 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 ) Adjustment of noncontrolling interests to fair value — — — ( 2,100 ) — — — ( 2,100 ) 2,100 — Purchase of noncontrolling interest — — — 753 — — — 753 ( 3,157 ) ( 2,404 ) Noncontrolling interest created by the exercise of subsidiary denominated equity award — — — ( 411 ) — — — ( 411 ) 411 — Other — — — ( 6 ) — — — ( 6 ) — ( 6 ) Balance as of December 31, 2023 $ — $ 290 289,631 $ 8,529,200 $ ( 7,131,029 ) $ ( 385,471 ) $ ( 1,032,538 ) $ ( 19,548 ) $ 475 $ ( 19,073 ) The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 60 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Years Ended December 31, 2023 2022 2021 (In thousands) Cash flows from operating activities attributable to continuing operations: Net earnings $ 651,472 $ 359,919 $ 276,554 Add back: loss (earnings) from discontinued operations, net of tax — 2,211 ( 509 ) Net earnings from continuing operations 651,472 362,130 276,045 Adjustments to reconcile net earnings from continuing operations to net cash provided by operating activities attributable to continuing operations: Stock-based compensation expense 232,099 203,880 146,816 Depreciation 61,807 43,594 41,402 Impairments and amortization of intangibles 47,731 366,257 28,559 Deferred income taxes 26,612 ( 29,953 ) ( 57,969 ) Other adjustments, net 9,932 6,998 27,690 Changes in assets and liabilities Accounts receivable ( 107,412 ) ( 6,669 ) ( 34,021 ) Other assets 25,055 59,584 1,743 Accounts payable and other liabilities ( 5,961 ) ( 472,610 ) 458,757 Income taxes payable and receivable ( 3,337 ) ( 1,054 ) ( 2,854 ) Deferred revenue ( 41,207 ) ( 6,469 ) 26,331 Net cash provided by operating activities attributable to continuing operations 896,791 525,688 912,499 Cash flows from investing activities attributable to continuing operations: Cash used in business combinations, net of cash acquired ( 11,567 ) ( 25,681 ) ( 859,905 ) Capital expenditures ( 67,412 ) ( 49,125 ) ( 79,971 ) Other, net 2,398 3,104 51 Net cash used in investing activities attributable to continuing operations ( 76,581 ) ( 71,702 ) ( 939,825 ) Cash flows from financing activities attributable to continuing operations: Proceeds from Senior Notes offerings — — 500,000 Payments to settle exchangeable notes — ( 176,310 ) ( 630,658 ) Proceeds from the settlement of exchangeable note hedges — 75,864 1,089,592 Payments to settle warrants related to exchangeable notes — ( 7,482 ) ( 882,187 ) Debt issuance costs — — ( 7,124 ) Proceeds from issuance of common stock pursuant to stock-based awards 19,916 20,485 58,424 Withholding taxes paid on behalf of employees on net settled stock-based awards ( 5,933 ) ( 109,256 ) ( 15,726 ) Purchase of treasury stock ( 546,198 ) ( 482,049 ) — Purchase of noncontrolling interests ( 1,872 ) ( 10,554 ) ( 1,473 ) Other, net 19 129 258 Net cash (used in) provided by financing activities attributable to continuing operations ( 534,068 ) ( 689,173 ) 111,106 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 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 Cash, cash equivalents, and restricted cash at end of period $ 862,440 $ 572,516 $ 815,512 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 61 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—ORGANIZATION 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 ® , 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. Our services are available in over 40 languages to our users all over the world. Match Group has one operating segment, Connections, which is managed as a portfolio of brands. As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc. and its subsidiaries after the completion of the Separation, unless the context indicates otherwise. NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. 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”) equity securities guidance, 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 qualitative factors or events that indicate possible impairment. Factors we consider in making this determination include negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative assessments of the fair value of our investments in equity securities, which require judgment and the use of estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the Company writes down the investment to its fair value and records the corresponding charge within other income (expense), net. Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of revenue reserves; the carrying value of right-of-use assets (“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and property and equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant. 62 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Revenue Recognition The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Revenue is recognized when control of the promised services is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue is primarily derived directly from users in the form of recurring subscriptions. Subscription revenue is presented net of credits and credit card chargebacks. 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 week to six months . Revenue is also earned from online advertising, the purchase of à la carte features, and offline events. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the purchase of à la carte features is recognized based on usage. Revenue associated with offline events is recognized when each event occurs. 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. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. 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 does not consider the time value of money. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. The Company recognizes an asset for these costs if we expect to recover those costs. Mobile app store fees are amortized over the period of contract performance. Specifically, the Company capitalizes and amortizes mobile app store fees over the term of the applicable subscription. During the years ended December 31, 2023 and 2022, the Company recognized expense of $ 646.7 million and $ 622.5 million, respectively, related to the amortization of these costs. The contract asset balances at December 31, 2023, 2022, and 2021 related to costs to obtain a contract are $ 33.1 million, $ 38.2 million, and $ 41.7 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet. Accounts Receivables, Net of Allowance for Credit Losses and Revenue Reserves The majority of our users purchase our services through mobile app stores. At December 31, 2023, two mobile app stores accounted for approximately 79 % and 8 %, respectively, of our gross accounts receivables. The comparable amounts at December 31, 2022 were 70 % and 12 %, respectively. We evaluate the credit worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities. We generally collect these balances between 30 and 45 days following the purchase. Payments made directly through our applications are processed by third-party payment processors. We generally collect these balances 63 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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. The amounts of these reserves are based primarily upon historical experience. Accounts receivable related to indirect revenue include amounts billed and currently due from customers. The Company maintains an allowance for credit losses to provide for the estimated amount of accounts receivable that will not be collected. The allowance for credit losses is based upon historical collection trends adjusted for economic conditions using reasonable and supportable forecasts. The time between the Company issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services are generally due no later than 30 days from invoice date. Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The deferred revenue balances are $ 211.3 million, $ 252.7 million, and $ 262.1 million at December 31, 2023, 2022, and 2021, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $ 252.7 million and $ 262.1 million of revenue that was included in the deferred revenue balance as of December 31, 2022 and 2021, respectively. At December 31, 2023 and 2022, there is no non-current portion of deferred revenue. Disaggregation of Revenue The following table presents disaggregated revenue: For the Years Ended December 31, 2023 2022 2021 (In thousands) Direct Revenue: Americas $ 1,744,586 $ 1,629,069 $ 1,512,057 Europe 933,413 848,886 821,827 APAC and Other 630,132 652,266 588,987 Total Direct Revenue 3,308,131 3,130,221 2,922,871 Indirect Revenue (principally advertising revenue) 56,373 58,622 60,406 Total Revenue $ 3,364,504 $ 3,188,843 $ 2,983,277 Direct Revenue Tinder $ 1,917,629 $ 1,794,467 $ 1,649,757 Hinge 396,485 283,668 196,538 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 Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii) money market funds. 64 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Property and Equipment Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Useful Lives Buildings and building improvements 10 to 39 years Computer equipment and capitalized software 2 to 3 years Furniture and other equipment 5 years Leasehold improvements 6 to 10 years The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. The net book value of capitalized internal use software is $ 85.5 million and $ 72.6 million at December 31, 2023 and 2022, respectively. Business Combinations 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 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. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded. The Company had a negative carrying value for the Company’s annual goodwill test at both October 1, 2023 and 2022. Additionally, an impairment test of goodwill was not necessary because there were no factors identified that would indicate an impairment loss. The Company continued to have a negative carrying value at December 31, 2023. The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that it is more likely than not that there may be an impairment. If needed, the annual or interim quantitative test of the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss equal to the excess is recorded. 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, 65 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the specific trade names and trademarks. The future cash flows are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates are based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed at least annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged from 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, 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. As of October 1, 2022, the Company reclassified certain indefinite-lived intangible assets with a carrying value of $ 49.9 million to the definite-lived intangible asset category because these assets were no longer considered to have an indefinite life. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. During the year ended December 31, 2022, the Company recognized an impairment charge related to Hyperconnect intangible assets with definite lives of $ 25.8 million, which is included within “ impairment and amortization of intangibles ” in the consolidated statement of operations. Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: • Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. • Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. 66 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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. • Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, and property and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprising of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. 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, and offline marketing. 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 Legal costs are expensed as incurred. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial reporting amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be realized or settled. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company records interest and penalties related to uncertain tax positions as a component of income tax expense. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Match Group shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from stock options and other commitments to issue common stock using the treasury stock or the as if converted methods, as applicable. See “Note 10—Earnings per Share” for additional information on dilutive securities. Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. 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 67 Table of Contents 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. There were no such gains or losses for the years ended December 31, 2023, 2022 and 2021. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is generally expensed over the requisite service period. See “Note 11—Stock-based Compensation” for a discussion of the Company’s stock-based compensation plans. Redeemable Noncontrolling Interests Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity. 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. 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. The Company is party to fair value put and call arrangements with respect to these interests. These put and call arrangements allow management of these businesses to require the Company to purchase their interests, or allow the Company to acquire such interests, at fair value. These put and call arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. These put and call arrangements become exercisable by the Company and the counterparty at various future dates. One of these arrangements was exercised during the year ended December 31, 2023. These put arrangements are exercisable by the counterparty outside the control of the Company. Accordingly, to the extent that the fair value of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital. During the years ended December 31, 2023, 2022, and 2021, the Company recorded adjustments of $ 0.5 million, $ 1.4 million, and $ 2.7 million, respectively, to increase these interests to fair value. Fair value determinations, which are level 3 assessments, require high levels of judgment and are based on various valuation techniques, including market comparables and discounted cash flow projections. Certain Risks and Concentrations The Company’s business is subject to certain risks and concentrations, including dependence on third-party technology providers, exposure to risks associated with online commerce security, and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial institutions and are not covered by deposit insurance. Recent Accounting Pronouncements 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. ASU No. 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. 68 Table of Contents 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. ASU No. 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 Certain prior year amounts have been reclassified to conform to the current year presentation. NOTE 3—INCOME TAXES U.S. and foreign earnings (loss) from continuing operations before income taxes are as follows: Years Ended December 31, 2023 2022 2021 (In thousands) U.S. $ 708,333 $ 651,406 $ 184,835 Foreign 68,448 ( 273,915 ) 71,313 Total $ 776,781 $ 377,491 $ 256,148 The components of the provision (benefit) for income taxes are as follows: Years Ended December 31, 2023 2022 2021 (In thousands) Current income tax provision: Federal $ 54,523 $ 5,703 $ 15 State 16,136 4,069 3,192 Foreign 28,038 35,542 34,865 Current income tax provision 98,697 45,314 38,072 Deferred income tax provision (benefit): Federal 33,267 76,185 ( 32,723 ) State ( 669 ) 6,076 ( 18,627 ) Foreign ( 5,986 ) ( 112,214 ) ( 6,619 ) 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 69 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) future. 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. December 31, 2023 2022 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 177,740 $ 60,143 Tax credit carryforwards 89,737 137,481 Disallowed interest carryforwards 31,531 64,463 Capitalized research expenses 89,979 49,113 Stock-based compensation 27,448 20,653 Accrued expenses 21,382 17,871 Exchangeable notes 36,891 44,585 Other 34,822 25,340 Total deferred tax assets 509,530 419,649 Less valuation allowance ( 159,675 ) ( 71,132 ) Net deferred tax assets 349,855 348,517 Deferred tax liabilities: Intangible assets ( 65,349 ) ( 76,169 ) Right-of-use assets ( 22,657 ) ( 16,125 ) Property and equipment ( 22,738 ) ( 11,239 ) Other ( 5,610 ) ( 668 ) Total deferred tax liabilities ( 116,354 ) ( 104,201 ) Net deferred tax assets $ 233,501 $ 244,316 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. Pursuant to the Tax Cuts and Jobs Act of 2017, beginning in 2022, the Company is required to capitalize and amortize research expenses for income tax purposes. At December 31, 2023, the Company has federal and state net operating losses (“NOLs”) of $ 8.3 million and $ 125.1 million, respectively. If not utilized, $ 2.0 million of the federal NOLs can be carried forward indefinitely, and $ 6.3 million will expire at various times between 2033 and 2037. Of the state NOLs, $ 2.0 million can be carried forward indefinitely and $ 123.1 million will expire at various times between 2024 and 2042. Federal and state NOLs of $ 2.0 million and $ 113.3 million, respectively, can be used against future taxable income without restriction and the remaining NOLs are subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law. At December 31, 2023, the Company has foreign NOLs of $ 681.5 million available to offset future income. 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. 70 Table of Contents 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 $ 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, 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: Years Ended December 31, 2023 2022 2021 (In thousands) Income tax provision at the federal statutory rate of 21% $ 163,124 $ 79,273 $ 53,791 State income taxes, net of effect of federal tax benefit 17,345 16,953 4,530 Stock-based compensation 30,614 ( 30,440 ) ( 63,751 ) Research credits ( 10,373 ) ( 12,611 ) ( 25,830 ) Foreign-derived intangible income deduction ( 40,296 ) ( 12,646 ) — Change in valuation allowance ( 39,015 ) ( 22,621 ) 8,523 Foreign income taxed at a different statutory rate 6,680 ( 4,104 ) 5,808 Withholding taxes 891 8,922 1,057 Change in uncertain tax positions ( 5,804 ) ( 10,694 ) ( 948 ) Other, net 2,143 3,329 ( 3,077 ) 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. 71 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows: December 31, 2023 2022 2021 (In thousands) Balance at January 1 $ 43,340 $ 50,830 $ 45,624 Additions based on tax positions related to the current year 7,397 5,781 8,107 Additions for tax positions of prior years 4,532 1,938 1,353 Reductions for tax positions of prior years ( 615 ) ( 12,287 ) ( 1,028 ) Settlements ( 852 ) ( 2,139 ) ( 2,348 ) Expiration of applicable statute of limitations ( 8,755 ) ( 783 ) ( 878 ) Balance at December 31 $ 45,047 $ 43,340 $ 50,830 The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. 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. Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. 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, 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. Although we believe that we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary significantly from our estimates. At December 31, 2023 and 2022, unrecognized tax benefits, including interest, were $ 45.8 million and $ 44.2 million, respectively. If unrecognized tax benefits at December 31, 2023 are subsequently recognized, $ 41.0 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2022 was $ 31.3 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $ 13.8 million by December 31, 2024, primarily due to settlements and expirations of statutes of limitations. Generally, our ability to distribute the $ 215.3 million cash and cash equivalents held by our foreign subsidiaries at December 31, 2023 is limited to that subsidiary’s distributable reserves and after considering other corporate legal restrictions. 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. (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”). 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. 72 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 (In thousands) Income tax (provision) benefit $ ( 2,211 ) $ 509 (Loss) earnings from discontinued operations $ ( 2,211 ) $ 509 NOTE 5—GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net, are as follows: December 31, 2023 2022 (In thousands) Goodwill $ 2,342,612 $ 2,348,366 Intangible assets with indefinite lives 183,053 189,006 Intangible assets with definite lives, net 122,693 168,741 Total goodwill and intangible assets, net $ 2,648,358 $ 2,706,113 The following table presents the balance of goodwill, including the changes in the carrying value of goodwill, for the years ended December 31, 2023 and 2022: December 31, 2023 2022 (In thousands) Balance at January 1 $ 2,348,366 $ 2,411,996 Additions 12,525 27,086 Foreign Exchange Translation ( 18,279 ) ( 90,716 ) Balance at December 31 $ 2,342,612 $ 2,348,366 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. 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 and certain affinity brands in the U.S., primarily due to declining projections at such brands. These charges are included within impairment and amortization of intangibles in the consolidated statement of operations. 73 Table of Contents 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. At December 31, 2023 and 2022, intangible assets with definite lives are as follows: December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (Years) (In thousands) Customer lists $ 120,764 $ ( 65,596 ) $ 55,168 5.0 Patent and technology 65,443 ( 45,863 ) 19,580 4.7 Trade names 57,955 ( 10,010 ) 47,945 7.8 Other 20 ( 20 ) — — Total $ 244,182 $ ( 121,489 ) $ 122,693 6.0 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (Years) (In thousands) Customer lists $ 123,531 $ ( 41,866 ) $ 81,665 4.9 Patent and technology 66,754 ( 33,778 ) 32,976 4.5 Trade names 56,594 ( 2,503 ) 54,091 7.7 Other 22 ( 13 ) 9 2.0 Total $ 246,901 $ ( 78,160 ) $ 168,741 5.7 At December 31, 2023, amortization of intangible assets with definite lives is estimated to be as follows: (In thousands) 2024 $ 42,386 2025 35,799 2026 18,253 2027 7,968 2028 and thereafter 18,287 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. 74 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fair Value Measurements The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2023 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 125,659 $ — $ 125,659 Time deposits — 75,000 75,000 Short-term investments: Time deposits — 6,200 6,200 Total $ 125,659 $ 81,200 $ 206,859 December 31, 2022 Quoted Market Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 77,150 $ — $ 77,150 Time deposits — 25,593 25,593 Short-term investments: Time deposits — 8,723 8,723 Total $ 77,150 $ 34,316 $ 111,466 Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes. December 31, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a)(b) $ ( 3,842,242 ) $ ( 3,586,177 ) $ ( 3,835,726 ) $ ( 3,407,391 ) ______________________ (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. 75 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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 Long-term debt, net consists of: December 31, 2023 2022 (In thousands) Credit Facility due February 13, 2025 $ — $ — Term Loan due February 13, 2027 425,000 425,000 5.00 % Senior Notes due December 15, 2027 (the “ 5.00 % Senior Notes”); interest payable each June 15 and December 15 450,000 450,000 4.625 % Senior Notes due June 1, 2028 (the “ 4.625 % Senior Notes”); interest payable each June 1 and December 1 500,000 500,000 5.625 % Senior Notes due February 15, 2029 (the “ 5.625 % Senior Notes”); interest payable each February 15 and August 15 350,000 350,000 4.125 % Senior Notes due August 1, 2030 (the “ 4.125 % Senior Notes”); interest payable each February 1 and August 1 500,000 500,000 3.625 % Senior Notes due October 1, 2031 (the “ 3.625 % Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 500,000 500,000 0.875 % Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 575,000 575,000 2.00 % Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 575,000 575,000 Total long-term debt 3,875,000 3,875,000 Less: Unamortized original issue discount 3,479 4,366 Less: Unamortized debt issuance costs 29,279 34,908 Total long-term debt, net $ 3,842,242 $ 3,835,726 The following diagram illustrates where debt is held in our corporate structure as of December 31, 2023. 76 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Credit Facility and Term Loan MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility and the Term Loan. Effective June 30, 2023, we entered into an amendment to replace the 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. At both December 31, 2023 and 2022, there were no outstanding borrowings, $ 0.4 million in outstanding letters of credit, and $ 749.6 million of availability under the Credit Facility. The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2023. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or Adjusted Term SOFR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0. At both December 31, 2023 and 2022, the outstanding balance on the Term Loan was $ 425 million. 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. Interest payments are due at least quarterly through the term of the loan. The Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio set forth in the Credit Agreement. The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 2.0 to 1.0, while the Term Loan remains outstanding and, thereafter, if MG Holdings II’s consolidated net leverage ratio exceeds 4.0 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends, or make distributions. Obligations under the Credit Facility and Term Loan are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement. Senior Notes The 3.625 % Senior Notes were issued on October 4, 2021. 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. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning October 1, Percentage 2026 101.813 % 2027 101.208 % 2028 100.604 % 2029 and thereafter 100.000 % 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. These notes may be redeemed at the redemption prices set forth below, 77 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) together with accrued and unpaid interest to the applicable redemption date: Beginning June 1, Percentage 2023 102.313 % 2024 101.156 % 2025 and thereafter 100.000 % The 4.125 % Senior Notes were issued on February 11, 2020. 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. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning May 1, Percentage 2025 102.063 % 2026 101.375 % 2027 100.688 % 2028 and thereafter 100.000 % The 5.625 % Senior Notes were issued on February 15, 2019. The proceeds from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses associated with the offering, and for general corporate purposes. At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date: Beginning February 15, Percentage 2024 102.813 % 2025 101.875 % 2026 100.938 % 2027 and thereafter 100.000 % The 5.00 % Senior Notes were issued on December 4, 2017, and are currently redeemable. The proceeds, along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium. These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date: Beginning December 15, Percentage 2023 101.667 % 2024 100.833 % 2025 and thereafter 100.000 % The indenture governing the 5.00 % Senior Notes contains covenants that would limit MG Holdings II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to 1.0. 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 into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets. The indentures 78 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 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 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. The following table presents details of the outstanding exchangeable features: Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (a) Approximate Equivalent Exchange Price per Share (a) Exchangeable Date 2026 Exchangeable Notes 11.4259 $ 87.52 March 15, 2026 2030 Exchangeable Notes 11.8739 $ 84.22 October 15, 2029 ______________________ (a) Subject to adjustment upon the occurrence of specified events. As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the exchange price on each applicable trading day; (2) during the five -business day period after any five -consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described in the indentures governing the respective Exchangeable Notes. On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with 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 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. Any dilution arising from the 2026 and 2030 Exchangeable Notes would be mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively. There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended December 31, 2023 and 2022. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of December 31, 2023. 79 Table of Contents 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 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Principal $ 575,000 $ 575,000 $ 575,000 $ 575,000 Less: unamortized debt issuance costs 3,976 6,630 5,562 7,645 Net carrying value included in long-term debt, net $ 571,024 $ 568,370 $ 569,438 $ 567,355 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 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 5,031 $ 11,500 Amortization of debt issuance costs 1,586 1,015 Total interest expense recognized $ 6,617 $ 12,515 Year Ended December 31, 2022 2022 Exchangeable Notes (a) 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 366 $ 5,031 $ 11,500 Amortization of debt issuance costs 401 1,568 993 Total interest expense recognized $ 767 $ 6,599 $ 12,493 Year Ended December 31, 2021 2022 Exchangeable Notes (a) 2026 Exchangeable Notes 2030 Exchangeable Notes (In thousands) Contractual interest expense $ 3,525 $ 5,031 $ 11,500 Amortization of debt issuance costs 2,939 1,570 989 Total interest expense recognized $ 6,464 $ 6,601 $ 12,489 80 Table of Contents MATCH GROUP, INC. 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. Exchangeable Notes Hedges and Warrants In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below (the “Exchangeable Notes Warrants”). The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc. or Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. 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. The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2023: Number of Shares (a) Approximate Equivalent Exchange Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Hedges 6.6 $ 87.52 2030 Exchangeable Notes Hedges 6.8 $ 84.22 Number of Shares (a) Weighted Average Strike Price per Share (a) (Shares in millions) 2026 Exchangeable Notes Warrants 6.6 $ 134.76 2030 Exchangeable Notes Warrants 6.8 $ 134.82 ______________________ (a) Subject to adjustment upon the occurrence of specified events. Long-term debt maturities Years Ending December 31, (In thousands) 2026 $ 575,000 2027 875,000 2028 500,000 2029 350,000 2030 1,075,000 2031 500,000 Total 3,875,000 Less: Unamortized original issue discount 3,479 Less: Unamortized debt issuance costs 29,279 Total long-term debt, net $ 3,842,242 81 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 8—SHAREHOLDERS’ EQUITY Description of Common Stock Holders of Match Group common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Match Group common stock are entitled to receive, share for share, such dividends as may be declared by Match Group’s Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution, or winding up, holders of the Company’s common stock are entitled to receive ratably the assets available for distribution to stockholders after payment of all liabilities. Reserved Common Shares 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. Common Stock Repurchases 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 The Company has authorized 100,000,000 shares, $ 0.01 par value per share, of preferred stock. No shares have been issued under this authorization . NOTE 9—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) Balance at January 1 $ ( 369,182 ) $ ( 223,754 ) $ ( 81,454 ) Other comprehensive loss ( 16,289 ) ( 145,428 ) ( 142,300 ) Balance at December 31 $ ( 385,471 ) $ ( 369,182 ) $ ( 223,754 ) At December 31, 2023, 2022, and 2021, there was no tax benefit or provision on the accumulated other comprehensive loss. 82 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) NOTE 10—EARNINGS PER SHARE The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders: Years Ended December 31, 2023 2022 2021 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator Net earnings from continuing operations $ 651,472 $ 651,472 $ 362,130 $ 362,130 $ 276,045 $ 276,045 Net loss attributable to noncontrolling interests 67 67 2,027 2,027 1,169 1,169 Impact from subsidiaries' dilutive securities of continuing operations — ( 81 ) — ( 222 ) — ( 993 ) Interest on dilutive Exchangeable Notes, net of income tax (a) — 12,684 — 4,151 — 6,616 Net earnings from continuing operations attributable to Match Group, Inc. shareholders $ 651,539 $ 664,142 $ 364,157 $ 368,086 $ 277,214 $ 282,837 Net (loss) earnings from discontinued operations attributable to shareholders — — ( 2,211 ) ( 2,211 ) 509 509 Net earnings attributable to Match Group, Inc. shareholders $ 651,539 $ 664,142 $ 361,946 $ 365,875 $ 277,723 $ 283,346 Denominator Weighted average basic shares outstanding 275,773 275,773 282,564 282,564 275,004 275,004 Dilutive securities (b)(c) — 4,114 — 5,020 — 13,866 Dilutive shares from Exchangeable Notes, if-converted (a) — 13,397 — 7,631 — 15,970 Denominator for earnings per share—weighted average shares (b)(c) 275,773 293,284 282,564 295,215 275,004 304,840 Earnings (loss) per share: Earnings per share from continuing operations $ 2.36 $ 2.26 $ 1.29 $ 1.25 $ 1.01 $ 0.93 (Loss) earnings per share from discontinued operations, net of tax $ — $ — $ ( 0.01 ) $ ( 0.01 ) $ 0.00 $ 0.00 Earnings per share attributable to Match Group, Inc. shareholders $ 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 83 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. (c) 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. NOTE 11—STOCK-BASED COMPENSATION The Company currently has three active stock and annual incentive plans; two Former Match Group plans were assumed as part of the Separation (the 2015 and 2017 plans) and another plan was approved by shareholders on June 25, 2020 (the 2020 plan). The 2015 and 2017 plans (i) cover stock options to acquire shares of Match Group common stock, restricted stock units (“RSUs”), PSUs, and stock settled stock appreciation rights denominated in the equity of certain of our subsidiaries, in each case with respect to awards granted by the Company as well as awards previously granted by Former Match Group prior to the Separation, and (ii) provide for the future grant of equity awards by the Company. The 2015 and 2017 plans authorize the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2023, there were 20.3 million shares available for the future grant of equity awards under the 2015 and 2017 plans collectively. The 2020 plan covers options previously granted by Former IAC that converted into Match Group options as a result of the Separation. No additional grants can be made from the 2020 plan. The 2015 and 2017 plans have a stated term of ten years and provide that the exercise price of stock options granted will not be less than the market price of the Company’s common stock on the grant date. Neither plan specifies grant dates or vesting schedules of awards as those determinations have been delegated to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”). Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee. RSUs outstanding generally vest over a three - or four-year period. Market-based awards and PSUs outstanding generally vest over a two - to four-year period. Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At December 31, 2023, there is $ 367.9 million of unrecognized compensation cost, net of estimated forfeitures, related to all outstanding equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.0 years. 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. 84 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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 Stock options outstanding at December 31, 2023 and changes during the year ended December 31, 2023 are as follows: December 31, 2023 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (Shares and intrinsic value in thousands) Outstanding at January 1, 2023 3,711 $ 21.13 Exercised ( 581 ) 22.92 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. 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. 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. 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. PSUs also include performance-based vesting conditions where certain performance targets set at the time of grant must be achieved before an award vests. The number of market-based awards that ultimately vest is based on a valuation of a wholly-owned business or the Company’s market performance relative to certain other publicly-traded companies. For RSU 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. 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. 85 Table of Contents 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: RSUs PSUs Market-based awards Number of shares Weighted Average Grant Date Fair Value Number of shares (a) Weighted Average Grant Date Fair Value Number of shares (a) Weighted Average Grant Date Fair Value (Shares in thousands) Unvested at January 1, 2023 4,657 $ 101.69 152 $ 138.96 1,406 $ 145.32 Granted 5,327 41.45 2,126 40.75 1,258 53.67 Vested ( 1,899 ) 97.42 — — — — Forfeited ( 753 ) 74.86 ( 131 ) 75.87 ( 312 ) 157.48 Unvested at December 31, 2023 7,332 $ 61.79 2,147 $ 45.58 2,352 $ 94.67 ______________________ (a) Represents the maximum shares issuable. The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2023 and 2022, based on market prices of Match Group’s common stock on the grant date, was $ 41.25 and $ 95.22 , respectively. 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. No PSUs vested during the year ended December 31, 2023. 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 of those subsidiaries. These equity awards vest over a specified period of time or upon the occurrence of certain specified events. The value of the stock settled stock appreciation rights is based on the equity value of these subsidiaries. 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. 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 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. The expense associated with these equity awards is initially measured at fair value at the grant date and is expensed as stock-based compensation over the vesting term. At December 31, 2023, the number of shares of Match Group common stock that would be required to settle these awards at estimated fair values, including vested and unvested awards, net of an assumed 50 % withholding tax, is 0.9 million shares. The withholding taxes, which would be paid by the Company on behalf of the employees at exercise, required to settle the vested and unvested awards at estimated fair values on December 31, 2023 is $ 34.6 million assuming a 50 % withholding tax rate. The corresponding number of shares and withholding tax amount as of December 31, 2022 were 0.7 million shares and $ 27.9 million. Employee Stock Purchase Plan The Match Group, Inc. 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 86 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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. At December 31, 2023, there were 2.4 million shares available for future issuance under the ESPP. At December 31, 2023, there is $ 1.0 million of unrecognized compensation cost, net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average period of approximately 0.5 years. Capitalization of Stock-Based Compensation For the years ended December 31, 2023, 2022 and 2021, $ 11.7 million, $ 10.6 million, and $ 6.4 million, respectively, of stock-based compensation was capitalized related to the development of internal use software. Modifications of awards 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. NOTE 12—GEOGRAPHIC INFORMATION Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below: Years Ended December 31, 2023 2022 2021 (In thousands) Revenue United States $ 1,541,012 $ 1,450,702 $ 1,362,658 All other countries 1,823,492 1,738,141 1,620,619 Total $ 3,364,504 $ 3,188,843 $ 2,983,277 The United States is the only country from which revenue is greater than 10 percent of total revenue. December 31, 2023 2022 (In thousands) Long-lived assets (excluding goodwill and intangible assets) United States $ 143,502 $ 142,297 South Korea 23,708 18,854 All other countries 27,315 14,985 Total $ 194,525 $ 176,136 NOTE 13—LEASES The Company leases office space, data center facilities, and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from leases. ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company’s incremental borrowing rates on the lease commencement date or January 1, 2019 for leases that commenced prior to that date. 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 87 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES 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. 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. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Leases Balance Sheet Classification December 31, 2023 December 31, 2022 (In thousands) Assets: Right-of-use assets Other non-current assets $ 95,660 $ 93,661 Liabilities: Current lease liabilities Accrued expenses and other current liabilities $ 16,389 $ 14,495 Long-term lease liabilities Other long-term liabilities 98,475 97,410 Total lease liabilities $ 114,864 $ 111,905 Lease Cost Income Statement Classification Year Ended December 31, 2023 Year Ended December 31, 2022 (In thousands) Fixed lease cost Cost of revenue $ 1,567 $ 1,618 Fixed lease cost General and administrative expense 20,485 22,356 Total fixed lease cost (a) 22,052 23,974 Variable lease cost Cost of revenue 880 682 Variable lease cost General and administrative expense 3,175 2,383 Total variable lease cost 4,055 3,065 Net lease cost $ 26,107 $ 27,039 ______________________ (a) Includes approximately $ 1.5 million and $ 2.6 million of short-term lease cost, and $ 0.5 million and $ 0.3 million of sublease income, for the years ended December 31, 2023 and December 31, 2022, respectively. 88 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Maturities of lease liabilities as of December 31, 2023 (a) : (In thousands) 2024 $ 21,710 2025 19,771 2026 16,688 2027 13,632 2028 12,964 After 2028 51,231 Total 135,996 Less: Interest ( 19,682 ) Less: Tenant improvement receivables ( 1,450 ) Present value of lease liabilities $ 114,864 ______________________ (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: December 31, 2023 December 31, 2022 Remaining lease term 8.1 years 9.1 years Discount rate 3.76 % 3.54 % Year Ended December 31, 2023 Year Ended December 31, 2022 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 14,799 $ 10,431 Cash paid for amounts included in the measurement of lease liabilities $ 21,188 $ 20,318 NOTE 14—COMMITMENTS AND CONTINGENCIES Commitments The Company has funding commitments in the form of purchase obligations and surety bonds. 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. Letters of credit and surety bonds totaling $ 0.5 million are currently outstanding as of December 31, 2023. Contingencies In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a 89 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 3—Income Taxes” for additional information related to income tax contingencies. 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. FTC Lawsuit Against Former Match Group On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against Former Match Group. See FTC v. Match Group, Inc. , No. 3:19:cv-02281-K (Northern District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified non-paying users that other users were attempting to communicate with them, even though Match.com had identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil penalties, restitution, disgorgement, and costs of suit. On March 24, 2022, the court granted our motion to dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the guarantee offer and chargeback policy. On July 19, 2022, the FTC filed an amended complaint adding Match Group, LLC as a defendant. 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 Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under Section 401(k) of the Internal Revenue Code. 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 up to $ 10,000 , subject to IRS limits on the Company’s matching contribution that a participant contributes to the Match Group Plan. 90 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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. The increase in matching contributions is primarily due to increased headcount. Matching contributions are invested in the same manner that each participant’s voluntary contributions are invested under the respective plans. 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. NOTE 16—CONSOLIDATED FINANCIAL STATEMENT DETAILS December 31, 2023 2022 (In thousands) Other current assets: Prepaid expenses $ 46,433 $ 45,089 Capitalized mobile app fees 33,122 38,185 Other 24,468 26,053 Other current assets $ 104,023 $ 109,327 December 31, 2023 2022 (In thousands) Property and equipment, net: Computer equipment and capitalized software $ 275,398 $ 180,410 Buildings and building improvements 67,019 67,139 Leasehold improvements 53,163 45,371 Land 11,565 11,565 Furniture and other equipment 17,148 20,861 Projects in progress 19,455 49,199 443,748 374,545 Accumulated depreciation and amortization ( 249,223 ) ( 198,409 ) Property and equipment, net $ 194,525 $ 176,136 December 31, 2023 2022 (In thousands) Accrued expenses and other current liabilities: Accrued employee compensation and benefits $ 103,336 $ 90,098 Accrued advertising expense 59,639 49,509 Accrued non-income taxes 34,216 38,017 Accrued interest expense 30,184 30,148 Other 79,924 82,165 Accrued expenses and other current liabilities $ 307,299 $ 289,937 91 Table of Contents MATCH GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Years Ended December 31, 2023 2022 2021 (In thousands) 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 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. Cash and Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows: December 31, 2023 2022 2021 2020 (In thousands) Cash and cash equivalents $ 862,440 $ 572,395 $ 815,384 $ 739,164 Restricted cash included in other current assets — 121 128 138 Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flow $ 862,440 $ 572,516 $ 815,512 $ 739,302 Supplemental Disclosures of Cash Flow Information Years Ended December 31, 2023 2022 2021 (In thousands) Cash paid (received) during the year for: Interest $ 152,481 $ 138,045 $ 117,528 Income tax payments $ 110,428 $ 60,026 $ 54,766 Income tax refunds $ ( 8,394 ) $ ( 13,658 ) $ ( 13,840 ) Noncash issuance of common stock for the acquisition of Hyperconnect $ — $ — $ 890,851 92 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.