Match Group

Match Group, Inc. 
Report on Form 10-K for the 
Fiscal Year ended December 31, 2020 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As	filed	with	the	Securities	and	Exchange	Commission	on	February	25,	2021

UNITED	STATES
SECURITIES	AND	EXCHANGE	COMMISSION
Washington,	D.C.	20549

FORM	10-K	

☑ ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	Fiscal	Year	Ended December	31,	2020

Or

☐ TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	transition	period	from__________to__________																												

Commission	File	No.	001-34148

Match	Group,	Inc.
(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware
(State	or	other	jurisdiction	of	incorporation	or	organization)

59-2712887
(I.R.S.	Employer	Identification	No.)

8750	North	Central	Expressway,	Suite	1400,	Dallas,	Texas	75231
(Address	of	Registrant’s	principal	executive	offices	and	zip	code)
(214)	576-9352
(Registrant’s	telephone	number,	including	area	code)

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	each	class	

Trading	Symbol

Name	of	exchange	on	which	registered	

Common	Stock,	par	value	$0.001

MTCH

The	Nasdaq	Global	Market	LLC
(Nasdaq	Global	Select	Market)

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:
None

Indicate	by	check	mark	if	the	Registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	Yes	☑			No	☐
Indicate	by	check	mark	if	the	Registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	15(d)	of	the	Act.	Yes	☐				No	☑
Indicate	by	check	mark	whether	the	Registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	
Exchange	Act	of	1934	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	Registrant	was	required	to	file	such	reports)	and	
(2)	has	been	subject	to	such	filing	requirements	for	the	past	90	days.	Yes	☑			No	☐

Indicate	by	check	mark	whether	the	Registrant	has	submitted	electronically	every	Interactive	Data	File	required	to	be	submitted	
pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	
Registrant	was	required	to	submit	such	files).	Yes	☑		No	☐

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

Large	accelerated	filer ☑

Accelerated	filer ☐

Non-accelerated	filer ☐

Smaller	reporting	
company

☐

Emerging	growth	
company

☐

If	an	emerging	growth	company,	indicate	by	check	mark	if	the	registrant	has	elected	not	to	use	the	extended	transition	period	for	

complying	with	any	new	or	revised	financial	accounting	standards	provided	pursuant	to	Section	13(a)	of	the	Exchange	Act.		☐

Indicate	by	check	mark	whether	the	registrant	has	filed	a	report	on	and	attestation	to	its	management's	assessment	of	the	

effectiveness	of	its	internal	controls	over	financial	reporting	under	Section	404(b)	of	the	Sarbanes-Oxley	Act	(15	U.S.C.	7262(b))	by	the	
registered	public	accounting	firm	that	prepared	or	issued	its	audit	report.	☑

Indicate	by	check	mark	whether	the	Registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).	Yes	☐				No	☑
As	of	February	22,	2021,	there	were	268,971,789	shares	of	common	stock	outstanding.

The	aggregate	market	value	of	the	voting	common	stock	held	by	non-affiliates	of	the	registrant	as	of	June	30,	2020	was	

$25,004,429,888.	For	the	purpose	of	the	foregoing	calculation	only,	shares	held	by	all	directors	and	executive	officers	of	the	registrant	are	
assumed	to	be	held	by	affiliates	of	the	registrant.

Documents	Incorporated	By	Reference:

Portions	of	Part	III	of	this	Annual	Report	are	incorporated	by	reference	to	the	Registrant’s	proxy	statement	for	its	2021	Annual	Meeting	

of	Stockholders.

	
	
	
Item	1.
Item	1A.
Item	1B.
Item	2.
Item	3.
Item	4.

Business
Risk	Factors
Unresolved	Staff	Comments
Properties
Legal	Proceedings
Mine	Safety	Disclosure

TABLE	OF	CONTENTS

PART	I

PART	II

Item	5.

Market	For	Registrant’s	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	

Equity	Securities

Item	6.
Item	7.
Item	7A.
Item	8.

Item	9.
Item	9A.
Item	9B.

Item	10.
Item	11.
Item	12.
Item	13.
Item	14.

Item	15.
Item	16.

Reserved
Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations
Quantitative	and	Qualitative	Disclosures	About	Market	Risk
Consolidated	Financial	Statements	and	Supplementary	Data
Note	1—Organization
Note	2—Summary	of	Significant	Accounting	Policies
Note	3—Income	Taxes
Note	4—Discontinued	Operations
Note	5—Goodwill	and	Intangible	Assets
Note	6—Financial	Instruments
Note	7—Long-term	Debt,	net
Note	8—Shareholders’	Equity
Note	9—Accumulated	Other	Comprehensive	Loss
Note	10—Earnings	per	Share
Note	11—Stock-based	Compensation
Note	12—Geographic	Information
Note	13—Leases
Note	14—Commitments	and	Contingencies
Note	15—Related	Party	Transactions
Note	16—Benefit	Plans
Note	17—Consolidated	Financial	Statement	Details
Note	18—Quarterly	Results	(Unaudited)
Note	19—Subsequent	Events
Changes	in	and	Disagreements	With	Accountants	on	Accounting	and	Financial	Disclosure
Controls	and	Procedures
Other	Information

Directors,	Executive	Officers	and	Corporate	Governance
Executive	Compensation

PART	III

Matters

Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	
Certain	Relationships	and	Related	Transactions,	and	Director	Independence
Principal	Accounting	Fees	and	Services

Exhibits	and	Financial	Statement	Schedules
Form	10-K	Summary

PART	IV

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2

	
	
Cautionary	Statement	Regarding	Forward-Looking	Information

This	annual	report	on	Form	10-K	contains	“forward-looking	statements”	within	the	meaning	of	the	Private	
Securities	Litigation	Reform	Act	of	1995.	The	use	of	words	such	as	“anticipates,”	“estimates,”	“expects,”	“plans”	
and	“believes,”	among	others,	generally	identify	forward-looking	statements.	These	forward-looking	statements	
include,	among	others,	statements	relating	to:	Match	Group’s	future	financial	performance,	Match	Group’s	
business	prospects	and	strategy,	anticipated	trends	and	prospects	in	the	industries	in	which	Match	Group’s	
businesses	operate	and	other	similar	matters.	These	forward-looking	statements	are	based	on	Match	Group	
management’s	current	expectations	and	assumptions	about	future	events	as	of	the	date	of	this	annual	report,	
which	are	inherently	subject	to	uncertainties,	risks	and	changes	in	circumstances	that	are	difficult	to	predict.

Actual	results	could	differ	materially	from	those	contained	in	these	forward-looking	statements	for	a	
variety	of	reasons,	including,	among	others:	the	risk	factors	set	forth	in	“Item	1A—Risk	Factors.”	Other	unknown	
or	unpredictable	factors	that	could	also	adversely	affect	Match	Group’s	business,	financial	condition	and	results	
of	operations	may	arise	from	time	to	time.	In	light	of	these	risks	and	uncertainties,	these	forward-looking	
statements	discussed	in	this	annual	report	may	not	prove	to	be	accurate.	Accordingly,	you	should	not	place	
undue	reliance	on	these	forward-looking	statements,	which	only	reflect	the	views	of	Match	Group	management	
as	of	the	date	of	this	annual	report.	Match	Group	does	not	undertake	to	update	these	forward-looking	
statements.

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Table	of	Contents

Item	1.					Business

Who	we	are

PART	I

Match	Group,	Inc.,	through	its	portfolio	companies,	is	a	leading	provider	of	dating	products	available	
globally.	Our	portfolio	of	brands	includes	Tinder®,	Match®,	Meetic®,	OkCupid®,	Hinge®,	Pairs™,	PlentyOfFish®,	and	
OurTime®,	as	well	as	a	number	of	other	brands,	each	designed	to	increase	our	users’	likelihood	of	finding	a	
meaningful	connection.	Through	our	portfolio	companies	and	their	trusted	brands,	we	provide	tailored	products	
to	meet	the	varying	preferences	of	our	users.	Our	products	are	available	in	over	40	languages	to	our	users	all	
over	the	world.

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	(defined	below),	unless	the	context	indicates	
otherwise.

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”).

The	following	diagram	illustrates	the	simplified	organizational	and	ownership	structure	immediately	prior	

to	the	Separation.

Under	the	terms	of	the	Transaction	Agreement	(the	“Transaction	Agreement”)	dated	as	of	December	19,	

2019	and	amended	as	of	April	28,	2020	and	as	further	amended	as	of	June	22,	2020,	Former	Match	Group	
merged	with	and	into	Match	Group	Holdings	II,	LLC	(“MG	Holdings	II”),	an	indirect	wholly-owned	subsidiary	of	
Match	Group,	with	MG	Holdings	II	surviving	the	merger	as	an	indirect	wholly-owned	subsidiary	of	Match	Group.	
Former	Match	Group	stockholders	(other	than	Former	IAC)	received,	through	the	merger,	in	exchange	for	each	
outstanding	share	of	Former	Match	Group	common	stock	that	they	held,	one	share	of	Match	Group	common	
stock	and,	at	the	holder’s	election,	either	(i)	$3.00	in	cash	or	(ii)	a	fraction	of	a	share	of	Match	Group	common	
stock	with	a	value	of	$3.00	(calculated	pursuant	to	the	Transaction	Agreement).	As	a	result	of	the	merger	and	
other	transactions	contemplated	by	the	Transaction	Agreement,	Former	Match	Group	stockholders	(other	than	
Former	IAC)	became	stockholders	of	the	Company.

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Table	of	Contents

The	following	diagram	illustrates	the	simplified	organizational	and	ownership	structure	of	IAC	and	Match	

Group	immediately	after	the	Separation.

The	Company	was	incorporated	in	1986	in	Delaware	and	underwent	many	name	changes	before	becoming	

IAC/InterActiveCorp	prior	to	the	Separation	described	above.	Former	Match	Group	completed	an	initial	public	
offering	in	2015	and	had	operated	as	a	stand-alone	public	company	since	that	time.	Upon	the	Separation	
described	above,	the	Company	changed	its	name	to	Match	Group,	Inc.

The	business	of	creating	meaningful	connections

Our	goal	is	to	spark	meaningful	connections	for	users	around	the	world.	Consumers’	dating	preferences	

vary	significantly,	influenced	in	part	by	demographics,	geography,	cultural	norms,	religion,	and	intent	(for	
example,	seeking	casual	dating	or	more	serious	relationships).	As	a	result,	the	market	for	dating	products	is	
fragmented,	and	no	single	product	has	been	able	to	effectively	serve	the	dating	category	as	a	whole.

Prior	to	the	proliferation	of	the	internet	and	mobile	devices,	human	connections	traditionally	were	limited	

by	social	circles,	geography,	and	time.	People	met	through	work	colleagues,	friends	and	family,	in	school,	at	
church,	at	social	gatherings,	in	bars	and	restaurants,	or	in	other	social	settings.	Today,	the	adoption	of	mobile	
technology	and	the	internet	has	significantly	expanded	the	ways	in	which	people	can	build	relationships,	create	
new	interactions,	and	develop	meaningful	connections.	Additionally,	the	ongoing	adoption	of	technology	into	
more	aspects	of	daily	life	continues	to	further	erode	biases	and	stigmas	across	the	world	that	previously	served	
as	barriers	to	individuals	using	technology	to	help	find	and	develop	those	connections.

We	believe	that	dating	products	serve	as	a	natural	extension	of	the	traditional	means	of	meeting	people	

and	provide	a	number	of	benefits	for	their	users,	including:

• Expanded	options:	Dating	products	provide	users	access	to	a	large	pool	of	people	they	otherwise	would	

not	have	a	chance	to	meet.

• Efficiency:	The	search	and	matching	features,	as	well	as	the	profile	information	available	on	dating	
products,	allow	users	to	filter	a	large	number	of	individuals	in	a	short	period	of	time,	increasing	the	
likelihood	that	users	will	make	a	connection	with	someone.

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Table	of	Contents

• More	comfort	and	control:	Compared	to	the	traditional	ways	that	people	meet,	dating	products	provide	
an	environment	that	reduces	the	awkwardness	around	identifying	and	reaching	out	to	new	people	who	
are	interested	in	connecting.	This	leads	to	many	people	who	would	otherwise	be	passive	participants	in	
the	dating	process	taking	a	more	active	role.

• Safely	meet	new	people:	Dating	products	can	offer	a	safer	way	to	contact	new	people	for	the	first-time	
by	limiting	the	amount	of	personal	information	exchanged	and	providing	an	opportunity	to	vet	a	new	
connection	before	meeting	in	person,	including	via	video	communication.

• Convenience:	The	nature	of	the	internet	and	the	proliferation	of	mobile	devices	allow	users	to	connect	

with	new	people	at	any	time,	regardless	of	where	they	are.

Depending	on	a	person’s	circumstances	at	any	given	time,	dating	products	can	act	as	a	supplement	to,	or	

substitute	for,	traditional	means	of	meeting	people.	When	selecting	a	dating	product,	we	believe	that	users	
consider	the	following	attributes:

• Brand	recognition	and	scale:	Brand	is	very	important.	Users	generally	associate	strong	dating	brands	

with	a	higher	likelihood	of	success	and	more	tools	to	help	the	user	date	safely	and	securely.	Generally,	
successful	dating	brands	depend	on	large,	active	communities	of	users,	strong	algorithmic	filtering	
technology,	and	awareness	of	successful	usage	among	similar	users.

• Successful	experiences:	Demonstrated	success	of	other	users	attracts	new	users	through	word-of-mouth	

recommendations.	Successful	experiences	also	drive	repeat	usage.

• Community	identification:	Users	typically	look	for	dating	products	that	offer	a	community	or	

communities	with	which	the	user	can	relate.	By	selecting	a	dating	product	that	is	focused	on	a	particular	
demographic,	religion,	geography,	or	intent,	users	can	increase	the	likelihood	that	they	will	make	a	
connection	with	someone	with	whom	they	identify.

• Product	features	and	user	experience:	Users	tend	to	gravitate	towards	dating	products	that	offer	

features	and	user	experiences	that	resonate	with	them,	such	as	question-based	matching	algorithms,	
location-based	features,	or	search	capabilities.	User	experience	is	also	driven	by	the	type	of	user	
interface	(for	example,	using	our	patented	Swipe®	technology	versus	scrolling),	a	particular	mix	of	free	
and	paid	features,	ease	of	use,	privacy,	and	security.	Users	expect	every	interaction	with	a	dating	
product	to	be	seamless	and	intuitive.

Given	varying	consumer	preferences,	we	have	adopted	a	brand	portfolio	approach,	through	which	we	

attempt	to	offer	dating	products	that	collectively	appeal	to	the	broadest	spectrum	of	consumers.	We	believe	
that	this	approach	maximizes	our	ability	to	capture	additional	users.

Our	portfolio

Dating	is	a	highly	personal	endeavor	and	consumers	have	a	wide	variety	of	preferences	that	determine	
what	type	of	dating	product	they	choose.	As	a	result,	our	strategy	focuses	on	a	portfolio	approach	of	various	
brands	in	order	to	reach	a	broad	range	of	users.	Many	of	our	brands	have	a	long	legacy,	while	others	emerged	
during	the	time	when	mobile	devices	proliferated.	The	following	is	a	list	of	our	key	brands:

Tinder.	Tinder,	incubated	at	the	Company,	was	launched	in	2012	and	has	since	risen	to	scale	and	popularity	
faster	than	any	other	product	in	the	online	dating	category,	growing	to	over	6.7	million	average	subscribers	as	of	
the	fourth	quarter	of	2020.	Tinder’s	patented	Swipe	technology	has	led	to	significant	adoption,	particularly	
among	18	to	30	year-old	users,	who	were	previously	underserved	by	the	online	dating	category.	Tinder	employs	
a	freemium	model,	through	which	users	are	allowed	to	enjoy	many	of	the	core	features	of	Tinder	for	free,	
including	limited	use	of	the	Swipe	Right®	feature	with	unlimited	communication	with	other	users.	However,	to	
enjoy	premium	features,	such	as	unlimited	use	of	the	Swipe	Right	feature,	a	Tinder	user	must	subscribe	to	one	of	
several	subscription	offerings:	Tinder	Plus®,	launched	in	early	2015;	Tinder	Gold™,	which	was	launched	in	late	
summer	2017;	or	Tinder	Platinum™,	launched	in	late	2020.	Tinder	users	and	subscribers	may	also	pay	for	certain	
premium	features,	such	as	Super	Likes™	and	Boosts,	on	a	pay-per-use	basis.	In	2020,	Tinder	launched	Face	to	
Face,	a	one-to-one	real	time	video	feature	allowing	users	to	connect	in	a	new	way	within	the	app.

Match.	Match	was	launched	in	1995	and	helped	create	the	online	dating	category	with	the	ability	to	search	
profiles	and	receive	algorithmic	matches.	Match	remains	the	most	recognized	dating	app	for	singles	over	age	35	

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Table	of	Contents

in	the	United	States.	In	2020,	Match	introduced	a	softer	paywall	to	allow	limited	free	access	to	messaging	and	
other	features	before	requiring	a	subscription	and	also	introduced	a	one-to-one	real-time	video	feature.	
Additionally,	Match	offers	its	subscribers	a	higher	level	of	service	than	most	of	our	other	brands,	including	access	
to	date	coaching	services	and	profile	reviews.	Match	is	a	brand	that	focuses	on	users	with	a	higher	level	of	intent	
to	enter	into	a	serious	relationship	and	its	product	and	marketing	are	designed	to	reinforce	that	purpose.

Meetic.	Meetic,	a	leading	European	online	dating	brand	based	in	France,	was	launched	in	2001.	Meetic	is	

the	most	recognized	dating	app	for	singles	over	age	35	in	Europe.	Meetic	is	a	brand	that	focuses	on	users	with	a	
higher	level	of	intent	to	enter	into	a	serious	relationship	and	its	product	and	marketing	are	designed	to	reinforce	
that	purpose.	In	2020,	Meetic	also	launched	a	one-to-one	real-time	video	feature.

OkCupid.	OkCupid	was	launched	in	2004	and	has	attracted	users	through	a	Q&A	approach	to	the	dating	
category.	OkCupid	relies	on	a	freemium	model	and	has	a	loyal,	culturally	progressive	user	base	predominately	
located	in	larger	metropolitan	areas	in	English-speaking	markets,	with	an	increasing	presence	in	other	global	
markets	such	as	India	and	Israel.

Hinge.	Hinge	was	launched	in	2012	and	has	grown	to	be	a	popular	app	for	relationship-minded	individuals,	
particularly	among	the	millennial	and	younger	generations,	in	the	United	States	and	the	United	Kingdom.	Hinge	
is	a	mobile-only	experience	and	employs	a	freemium	model.	Hinge	focuses	on	users	with	a	higher	level	of	intent	
to	enter	into	a	serious	relationship	and	its	product	is	designed	to	reinforce	that	purpose.

Pairs.	Pairs	was	launched	in	2012	and	is	a	leading	provider	of	dating	products	in	Japan,	with	a	presence	in	
Taiwan	and	South	Korea.	Pairs	is	a	dating	app	that	was	specifically	designed	to	address	social	barriers	generally	
associated	with	the	use	of	dating	products	in	Eastern	Asian	countries,	particularly	Japan.	

PlentyOfFish.	PlentyOfFish	was	launched	in	2003.	Among	its	distinguishing	features	is	the	ability	to	both	

search	profiles	and	receive	algorithmic	matches.	PlentyOfFish	has	grown	in	popularity	over	the	years	and	relies	
on	a	freemium	model.	PlentyOfFish	has	broad	appeal	in	the	central	United	States,	Canada,	the	United	Kingdom,	
and	a	number	of	other	international	markets.	In	2020,	PlentyOfFish	launched	POF	Live™,	a	one-to-many	live	
streaming	video	feature	that	allows	users	to	engage	with	other	users	at	PlentyOfFish	in	a	new	and	different	
format	from	traditional	dating	profiles.

OurTime.	OurTime	is	the	largest	community	of	singles	over	age	50	of	any	dating	product.	We	offer	this	

product	in	the	United	States	and	a	number	of	European	markets.

In	addition	to	the	brands	above,	our	portfolio	includes	brands	such	as	Chispa,	BLK,	and	Upward,	each	of	

which	brings	the	Swipe	feature	made	popular	by	Tinder	to	the	Latino,	Black,	and	Christian	communities,	
respectively.	Our	Hawaya	brand	focuses	on	the	dating	needs	of	the	Muslim	community	globally	by	incorporating	
unique	cultural	aspects	of	dating	in	this	community	into	its	product	design	and	feature	sets.	Ablo	is	a	one-to-one	
video	and	text	chat	product	that	brings	together	people	from	all	over	the	world	with	real-time	translations	
allowing	social	discovery	across	language	barriers.

We	strive	to	empower	individual	brand	leaders	with	the	authority	and	incentives	to	grow	their	respective	

brand.	Our	brands	compete	with	each	other	and	with	third-party	dating	businesses	on	brand	characteristics,	
product	features,	and	business	model.

We	also	work	to	apply	a	centralized	discipline	to	our	portfolio	of	brands,	by	sharing	best	practices	across	

our	brands	in	order	to	increase	growth,	reduce	costs,	improve	user	safety,	and	maximize	profitability.	
Additionally,	we	centralize	certain	other	administrative	functions,	such	as	legal,	trust	and	safety,	human	
resources,	accounting,	finance,	and	tax.	This	approach	allows	us	to	quickly	introduce	new	products	and	features,	
optimize	marketing	strategies,	and	more	effectively	deploy	talent	across	our	organization.	We	attempt	to	
centrally	facilitate	excellence	and	efficiency	across	the	entire	portfolio	by:

• centralizing	operational	functions	across	certain	brands	where	we	have	strength	in	personnel	and	

sufficient	commonality	of	business	interest	(for	example,	ad	sales,	online	marketing,	and	information	
technology	are	centralized	across	some,	but	not	all,	brands);

• developing	talent	across	the	portfolio	to	allow	for	development	of	specific	proficiencies	and	promoting	
career	advancement	while	giving	us	the	ability	to	deploy	the	best	talent	in	the	most	critical	positions	
across	the	company	at	any	given	time;	and

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• sharing	analytics	and	similar	data	to	leverage	product	and	marketing	successes	across	our	businesses	

rapidly	for	competitive	advantage.

Staying	competitive

The	dating	industry	is	competitive	and	has	no	single,	dominant	brand	globally.	We	compete	with	a	number	

of	other	companies	that	provide	similar	dating	and	matchmaking	products.	In	addition	to	these	other	dating	
brands,	we	also	compete	with	social	media	platforms;	social-discovery	apps;	offline	dating	services,	such	as	in-
person	matchmakers;	and	other	traditional	means	of	meeting	people.

We	believe	that	our	ability	to	attract	new	users	to	our	brands	will	depend	primarily	upon	the	following	

factors:

• our	ability	to	continue	to	increase	consumer	acceptance	and	adoption	of	dating	products,	particularly	in	
emerging	markets	and	other	parts	of	the	world	where	the	associated	stigma	is	only	beginning	to	erode;

• continued	growth	in	internet	access	and	smart	phone	adoption	in	certain	regions	of	the	world,	

particularly	emerging	markets;

• the	continued	strength	of	our	established	brands	and	the	growth	of	our	newer	brands;

• the	breadth	and	depth	of	our	active	communities	of	users;

• our	brands’	reputation	for	trust	and	safety;

• our	ability	to	evolve	our	products	to	keep	up	with	user	requirements,	social	trends,	and	the	ever-

evolving	technological	landscape;

• our	products’	ability	to	keep	up	with	the	constantly	changing	regulatory	landscape,	in	particular,	as	it	

relates	to	the	regulation	of	consumer	digital	media	platforms;

• our	ability	to	efficiently	acquire	new	users	for	our	products;

• our	ability	to	continue	to	optimize	our	monetization	strategies;	and

• the	design	and	functionality	of	our	products.

A	large	portion	of	dating	customers	use	multiple	products	over	a	given	period	of	time,	either	concurrently	

or	sequentially,	making	our	broad	portfolio	of	brands	a	competitive	advantage.

Where	we	earn	our	revenue

All	our	products	enable	users	to	establish	a	profile	and	review	other	users’	profiles	without	charge.	Each	

product	also	offers	additional	features,	some	of	which	are	free,	and	some	of	which	require	payment	depending	
on	the	particular	product.	In	general,	access	to	premium	features	requires	a	subscription,	which	is	typically	
offered	in	packages	(primarily	ranging	from	one	month	to	six	months),	depending	on	the	product	and	
circumstance.	Prices	differ	meaningfully	within	a	given	brand	depending	on	the	duration	of	a	subscription,	the	
bundle	of	paid	features	that	a	user	chooses	to	access,	and	whether	or	not	a	Subscriber	is	taking	advantage	of	any	
special	offers.	In	addition	to	subscriptions,	many	of	our	products	offer	users	certain	features,	such	as	the	ability	
to	promote	themselves	for	a	given	period	of	time,	or	highlight	themselves	to	a	specific	user,	and	these	features	
are	offered	on	a	pay-per-use,	or	à	la	carte,	basis.	The	precise	mix	of	paid	and	premium	features	is	established	
over	time	on	a	brand-by-brand	basis	and	is	constantly	subject	to	iteration	and	evolution.

Our	direct	revenue	is	primarily	derived	from	users	in	the	form	of	recurring	subscriptions,	which	typically	
provide	unlimited	access	to	a	bundle	of	features	for	a	specific	period	of	time,	and	to	a	lesser	extent	from	à	la	
carte	features,	where	users	pay	a	non-recurring	fee	for	a	specific	consumable	benefit	or	feature.	Each	of	our	
brands	offers	a	combination	of	free	and	paid	features	targeted	to	its	own	unique	community.	In	addition	to	
direct	revenue	from	our	users,	we	generate	indirect	revenue	from	advertising,	which	makes	up	a	much	smaller	
percentage	of	our	overall	revenue	as	compared	to	direct	revenue.

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Dependencies	on	services	provided	by	others

App	Stores

We	fully	rely	on	the	Apple	App	Store	and	the	Google	Play	Store	to	distribute	our	mobile	applications	and	

related	in-app	products.	While	our	mobile	applications	are	generally	free	to	download	from	these	stores,	we	
offer	our	users	the	opportunity	to	purchase	subscriptions	and	certain	à	la	carte	features	through	these	
applications.	We	determine	the	prices	at	which	these	subscriptions	and	features	are	sold;	however,	purchases	of	
these	subscriptions	and	features	are	required	in	most	cases	to	be	processed	through	the	in-app	payment	
systems	provided	by	Apple	and	Google.	Due	to	these	requirements,	we	pay	Apple	and	Google,	as	applicable,	a	
meaningful	share	(generally	30%)	of	the	revenue	we	receive	from	these	transactions.

Additionally,	when	our	users	and	subscribers	access	and	pay	through	the	app	stores,	the	platforms	may	
receive	personal	data	about	our	users	and	subscribers	that	we	would	otherwise	receive	if	we	transacted	with	our	
users	and	subscribers	directly.	The	platforms	have	restricted	our	access	to	much	of	that	data.

Both	Apple	and	Google	have	broad	discretion	to	change	their	respective	terms	and	conditions	applicable	to	

the	distribution	of	our	applications,	including	the	amount	of,	and	requirement	to	pay,	certain	fees	associated	
with	purchases	required	to	be	facilitated	by	Apple	and	Google	through	our	applications,	and	to	interpret	their	
respective	terms	and	conditions	in	ways	that	may	limit,	eliminate	or	otherwise	interfere	with	our	ability	to	
distribute	our	applications	through	their	stores,	the	features	we	provide,	the	manner	in	which	we	market	our	in-
app	products,	and	our	ability	to	access	information	about	our	users	and	subscribers	that	they	collect.	Apple	or	
Google	could	also	make	changes	to	their	operating	systems	or	payment	services	that	could	negatively	impact	our	
business,	including	by	unilaterally	raising	the	prices	for	those	services.

Cloud	Services

We	rely	on	third	parties,	primarily	data	center	service	providers	and	cloud-based,	hosted	web	service	

providers,	such	as	Amazon	Web	Services,	as	well	as	third	party	computer	systems,	broadband	and	other	
communications	systems	and	service	providers,	in	connection	with	the	provision	of	our	products	generally,	as	
well	as	to	facilitate	and	process	certain	transactions	with	our	users.	We	have	no	control	over	any	of	these	third	
parties	or	their	operations.

Problems	experienced	by	third-party	data	center	service	providers	and	cloud-based,	hosted	web	service	

providers,	such	as	Amazon	Web	Services,	upon	which	brands	including	Tinder,	Pairs,	and	Hinge	rely,	the	
telecommunications	network	providers	with	which	we	or	they	contract,	or	with	the	systems	through	which	
telecommunications	providers	allocate	capacity	among	their	customers	could	also	adversely	affect	us.	Any	
changes	in	service	levels	at	our	data	centers	or	hosted	web	service	providers,	such	as	Amazon	Web	Services,	or	
any	interruptions,	outages	or	delays	in	our	systems	or	those	of	our	third	party	providers,	or	deterioration	in	the	
performance	of	these	systems,	could	impair	our	ability	to	provide	our	products	or	process	transactions	with	our	
users,	which	would	adversely	impact	our	business,	financial	condition	and	results	of	operations.

Sales	and	marketing	

All	of	our	brands	rely	on	word-of-mouth,	or	free,	user	acquisition	to	varying	degrees.	Other	brands	rely	on	
paid	user	acquisition	for	a	significant	percentage	of	their	users.	Our	online	marketing	activities	generally	consist	
of	purchasing	social	media	advertising,	banner,	and	other	display	advertising,	search	engine	marketing,	email	
campaigns,	video	advertising,	business	development	or	partnership	deals,	creating	content,	and	partnering	with	
influencers	to	promote	our	products.	Our	offline	marketing	activities	generally	consist	of	television	advertising,	
out-of-home	advertising,	and	public	relations	efforts.

Intellectual	property	

We	regard	our	intellectual	property	rights,	including	trademarks,	domain	names	and	other	intellectual	

property,	as	critical	to	our	success.

For	example,	we	rely	heavily	upon	the	use	of	trademarks	(primarily	Tinder,	Match,	PlentyOfFish,	OkCupid,	

Meetic,	OurTime,	Pairs,	and	Hinge,	and	associated	domain	names,	taglines	and	logos)	to	market	our	products	
and	applications	and	build	and	maintain	brand	loyalty	and	recognition.	We	have	an	ongoing	trademark	and	
service	mark	registration	program,	pursuant	to	which	we	register	our	brand	names,	product	names,	taglines	and	

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logos	and	renew	existing	trademark	and	service	mark	registrations	in	the	United	States	and	other	jurisdictions	to	
the	extent	we	determine	it	to	be	necessary	or	otherwise	appropriate	and	cost-effective.	In	addition,	we	have	a	
trademark	and	service	mark	monitoring	policy	pursuant	to	which	we	monitor	applications	filed	by	third	parties	
to	register	trademarks	and	service	marks	that	may	be	confusingly	similar	to	ours,	as	well	as	potential	
unauthorized	use	of	our	material	trademarks	and	service	marks.	Our	enforcement	of	this	policy	affords	us	
valuable	protection	under	current	laws,	rules	and	regulations.	We	also	reserve	and	file	registrations	(to	the	
extent	available)	and	renew	existing	registrations	for	domain	names	that	we	believe	are	material	to	our	
business.

We	also	rely	upon	a	combination	of	in-licensed	third-party	and	proprietary	trade	secrets,	including	

proprietary	algorithms,	and	upon	patented	and	patent-pending	technologies,	processes,	and	features	relating	to	
our	matching	process	systems	or	features,	products,	and	services	with	expiration	dates	from	2023	to	2036.	We	
have	an	ongoing	invention	recognition	program	pursuant	to	which	we	apply	for	patents	to	the	extent	we	
determine	it	to	be	core	to	our	product	or	businesses	or	otherwise	appropriate	and	cost-effective.

We	rely	on	a	combination	of	internal	and	external	controls,	including	applicable	laws,	rules	and	regulations,	
and	contractual	restrictions	with	employees,	contractors,	customers,	suppliers,	affiliates	and	others,	to	establish,	
protect	and	otherwise	control	access	to	our	various	intellectual	property	rights.

Government	regulation	

We	are	subject	to	a	variety	of	laws	and	regulations	in	the	United	States	and	abroad	that	involve	matters	

that	are	important	to	or	may	otherwise	impact	our	business,	including,	among	others,	broadband	internet	
access,	online	commerce,	advertising,	user	privacy,	data	protection,	intermediary	liability,	protection	of	minors,	
consumer	protection,	general	safety,	sex-trafficking,	taxation	and	securities	law	compliance.	As	a	result,	we	
could	be	subject	to	actions	based	on	negligence,	regulatory	compliance,	various	torts,	and	trademark	and	
copyright	infringement,	among	other	actions.	See	“Risk	factors—Risks	relating	to	our	business—Our	business	is	
subject	to	complex	and	evolving	U.S.	and	international	laws	and	regulations,	including	with	respect	to	data	
privacy	and	platform	liability.	These	laws	and	regulations	are	subject	to	change	and	uncertain	interpretation,	and	
could	result	in	changes	to	our	business	practices,	increased	cost	of	operations,	declines	in	user	growth	or	
engagement,	claims,	monetary	penalties,	or	otherwise	harm	our	business”	and	“—Risks	relating	to	our	business
—We	may	fail	to	adequately	protect	our	intellectual	property	rights	or	may	be	accused	of	infringing	the	
intellectual	property	rights	of	third	parties.”

Because	we	receive,	store,	and	use	a	substantial	amount	of	information	received	from	or	generated	by	our	

users,	we	are	particularly	impacted	by	laws	and	regulations	governing	privacy;	the	storage,	sharing,	use,	
processing,	disclosure,	and	protection	of	personal	data;	and	data	breaches,	in	many	of	the	countries	in	which	we	
operate.	For	example,	in	2016,	the	European	Commission	adopted	the	General	Data	Protection	Act	(which	we	
refer	to	as	“GDPR”),	a	comprehensive	EU	privacy	and	data	protection	reform	that	became	effective	in	May	2018.	
The	act	applies	to	companies	established	in	the	EU	or	otherwise	providing	services	or	monitoring	the	behavior	of	
people	located	in	the	EU	and	provides	for	significant	penalties	in	case	of	non-compliance	as	well	as	a	private	
right	of	action	for	individual	claimants.	GDPR	will	continue	to	be	interpreted	by	EU	data	protection	regulators,	
which	have	and	may	in	the	future	require	that	we	make	changes	to	our	business	practices,	and	could	generate	
additional	costs,	risks,	and	liabilities.	The	EU	is	also	considering	an	update	to	its	Privacy	and	Electronic	
Communications	(so-called	“e-Privacy”)	Directive,	notably	to	amend	rules	on	the	use	of	cookies,	direct	marketing	
and	processing	of	private	communications	and	related	metadata,	which	may	also	require	that	we	make	changes	
to	our	business	practices	and	could	generate	additional	costs,	risks	and	liabilities.	In	July	2020,	the	Court	of	
Justice	of	the	EU	declared	transfers	of	personal	data	on	the	basis	of	the	European	Commission’s	Privacy	Shield	
Decision	illegal	and	stipulated	stricter	requirements	for	the	transfer	of	personal	data	based	on	standard	contract	
clauses.	This	judgement	and	the	resulting	decisions	and	guidelines	from	EU	supervisory	authorities	may	require	
changes	to	our	business	practices	and	generate	additional	costs,	risks	and	liabilities.	Brexit	could	result	in	the	
application	of	new	and	conflicting	data	privacy	and	protection	laws	and	standards	to	our	operations	in	the	
United	Kingdom	and	our	handling	of	personal	data	of	users	located	in	the	United	Kingdom.	At	the	same	time,	
many	countries	in	which	we	do	business	have	already	adopted	or	are	also	currently	considering	adopting	privacy	
and	data	protection	laws	and	regulations.	Multiple	legislative	proposals	concerning	privacy	and	the	protection	of	
user	information	have	been	introduced	in	the	U.S.	Congress.	Various	U.S.	state	legislatures,	including	those	in	
New	York,	Illinois,	California,	and	many	other	states,	are	considering	privacy	legislation	in	2021.	Other	U.S.	state	

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legislatures	have	already	passed	and	enacted	privacy	legislation,	most	prominently	the	California	Consumer	
Privacy	Act	of	2018,	which	was	signed	into	law	in	June	2018	and	came	into	effect	on	January	1,	2020,	with	full	
enforcement	commencing	on	June	30,	2020.	On	November	3,	2020	the	“California	Privacy	Rights	Act	of	
2020”	(CPRA)	was	enacted,	which	expands	the	state’s	consumer	privacy	laws	and	creates	a	new	government	
organization,	the	California	Privacy	Protection	Agency	(CPPA),	to	enforce	the	law.	The	majority	of	the	CPRA’s	
provisions	will	enter	into	force	on	January	1,	2023,	with	a	lookback	to	January	2022.	Additionally,	the	Federal	
Trade	Commission	has	increased	its	focus	on	privacy	and	data	security	practices	at	digital	companies,	as	
evidenced	by	its	levying,	in	July	2019,	of	a	first-of-its	kind,	$5	billion	fine	against	Facebook	for	privacy	violations.	
Finally,	talks	of	a	U.S.	federal	privacy	law	are	ongoing	in	Congress,	with	multiple	proposals	having	been	made	
already,	and	may	lead	to	the	passing	of	a	new	law	in	2021	or	the	coming	years.

Concerns	about	harms	and	the	use	of	dating	products	and	social	networking	platforms	for	illegal	conduct,	
such	as	romance	scams,	promotion	of	false	or	inaccurate	information,	financial	fraud,	and	sex-trafficking,	have	
produced	and	could	continue	to	produce	future	legislation	or	other	governmental	action.	For	example,	in	
January	2020,	the	Oversight	Subcommittee	on	Economic	and	Consumer	Policy	of	the	U.S.	House	of	
Representatives	launched	an	investigation	into	the	online	dating	industry’s	user	safety	policies,	including	certain	
practices	of	Match	Group’s	businesses	relating	to	the	identification	and	removal	of	registered	sex	offenders	and	
underage	individuals	from	our	platforms.	The	EU	and	the	United	Kingdom	are	also	considering	new	legislation	on	
this	topic,	with	the	United	Kingdom	having	released	its	Online	Harms	White	Paper	and	the	EU	introducing	the	
Digital	Services	Act,	which	in	each	case,	would	expose	platforms	to	similar	or	more	expansive	liability.	In	the	
United	States,	government	authorities,	elected	officials,	and	political	candidates	have	called	for	amendments	to	
Section	230	of	the	Communications	Decency	Act	that	would	purport	to	limit	or	remove	protections	afforded	
interactive	computer	service	providers.	Proposed	legislation	includes	the	EARN	IT	Act,	the	PACT	Act,	the	BAD	
ADS	Act,	the	SAFE	TECH	Act,	and	others.	If	these	proposed	laws	are	passed,	or	if	future	legislation	or	
governmental	action	is	proposed	or	taken	to	address	concerns	regarding	such	harms,	changes	could	be	required	
to	our	products	that	could	restrict	or	impose	additional	costs	upon	the	conduct	of	our	business	generally	or	
cause	users	to	abandon	our	products.	See	“Risk	factors—Risks	relating	to	our	business—Inappropriate	actions	by	
certain	of	our	users	could	be	attributed	to	us	and	damage	our	brands’	reputations,	which	in	turn	could	adversely	
affect	our	business.”

Our	global	businesses	are	subject	to	a	variety	of	complex	and	continuously	evolving	income	and	other	tax	

frameworks.	For	example,	the	Organization	for	Economic	Co-Operation	and	Development	(“OECD”)	is	revising	its	
recommendations	on	how	to	tax	international	businesses,	including	expanding	the	jurisdiction	of	member	
countries	to	tax	businesses	based	on	some	level	of	digital	presence	and	subjecting	these	companies	to	a	
minimum	tax.	Also,	the	European	Commission,	as	well	as	several	countries	both	inside	and	outside	the	EU,	have	
recently	adopted	or	considered	proposals	that	would	change	various	aspects	of	the	current	tax	framework	under	
which	we	are	taxed,	including	proposals	to	change	or	impose	new	types	of	non-income	taxes,	including	taxes	
based	on	a	percentage	of	revenue.

As	the	provider	of	dating	products	with	a	subscription-based	element,	we	are	also	subject	to	laws	and	
regulations	in	certain	U.S.	states	and	other	countries	that	apply	to	our	automatically-renewing	subscription	
payment	models.	For	example,	the	EU’s	Payment	Services	Directive	(PSD2),	which	became	effective	in	2018,	
could	impact	our	ability	to	process	auto-renewal	payments	or	offer	promotional	or	differentiated	pricing	for	
users	in	the	EU.	Similar	legislation	or	regulation,	or	changes	to	existing	legislation	or	regulation	governing	
subscription	payments,	are	being	considered	in	many	U.S.	states.

Finally,	certain	U.S.	states	and	certain	countries	in	the	Middle	East	and	Asia	have	laws	that	specifically	

govern	dating	services.

Human	talent

Our	people	are	critical	to	Match	Group’s	continued	success	and	we	work	hard	to	attract,	retain	and	
motivate	qualified	talent.	As	of	December	31,	2020,	we	had	approximately	1,880	full-time	and	approximately	20	
part-time	employees,	which	represents	a	15%	year-over-year	increase	in	employee	headcount.	We	expect	
headcount	growth	to	continue	for	the	foreseeable	future,	particularly	as	we	continue	to	focus	on	recruiting	
employees	in	technical	functions	such	as	software	engineers.	In	addition,	we	plan	to	continue	to	hire	a	number	
of	employees	and	contractors	to	continue	to	bolster	various	privacy,	safety	and	data	security	initiatives	as	well	as	
other	functions	to	support	our	expected	growth.	We	may	also	increase	headcount	through	the	completion	of	

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merger	and	acquisition	transactions,	including	the	acquisition	of	Hyperconnect,	Inc.,	announced	in	February	
2021,	which,	pending	regulatory	approvals,	is	expected	to	close	in	the	second	quarter	of	2021	and	would	
increase	our	headcount	by	approximately	400	employees,	based	primarily	in	South	Korea.	As	of	December	31,	
2020,	approximately	68%,	1%,	20%,	and	11%	of	our	employees	reside	in	the	North	America,	Latin	America,	
EMEA,	and	Asia-Pacific	regions,	respectively,	spanning	22	countries	and	reflecting	various	cultures,	backgrounds,	
ages,	sexes,	gender	identities,	sexual	orientations,	and	ethnicities.	Our	global	workforce	is	highly	educated,	with	
the	majority	of	our	employees	working	in	engineering	or	technical	roles	that	are	central	to	the	technological	and	
product	innovations	that	drive	our	business.	Competition	for	qualified	talent	has	historically	been	intense,	
particularly	for	software	engineers	and	other	technical	staff.

We	believe	that	an	equitable	and	inclusive	environment	with	diverse	teams	produces	more	creative	
solutions,	results	in	better,	more	innovative	products	and	is	crucial	to	our	efforts	to	attract	and	retain	key	talent.	
We	work	to	support	our	goals	of	diversifying	our	workforce	through	recruiting,	retention,	and	people	
development.	Our	goal	is	to	create	a	culture	where	everybody,	from	everywhere	and	with	every	background,	can	
contribute,	grow,	and	thrive.

Our	compensation	and	benefits	programs	are	designed	to	attract	and	reward	talented	individuals	who	

possess	the	skills	necessary	to	support	our	business	objectives,	assist	in	the	achievement	of	our	strategic	goals	
and	create	long-term	value	for	our	stockholders.	In	addition	to	salaries,	these	programs	(which	vary	by	country/
region)	include	annual	bonuses,	stock-based	awards,	retirement	benefits,	healthcare,	and	insurance	benefits,	
paid	time	off,	family	leave,	flexible	work	schedules,	and	employee	assistance	programs.	We	are	committed	to	
providing	competitive	and	equitable	pay.	We	base	our	compensation	on	market	data	and	conduct	evaluations	of	
our	compensation	practices	on	a	regular	basis	to	determine	the	competitiveness	and	fairness	of	our	packages.

We	are	committed	to	empowering	our	people	with	career	advancement	and	learning	opportunities.	Our	

talent	development	programs	provide	employees	with	resources	to	help	achieve	their	career	goals,	build	
management	skills	and	contribute	to	and,	where	applicable,	lead	their	organizations.

We	regularly	conduct	anonymous	surveys	to	seek	feedback	from	our	employees	on	a	variety	of	topics,	

including	but	not	limited	to,	confidence	in	company	leadership,	competitiveness	of	our	compensation	and	
benefits,	career	growth	opportunities	and	ways	to	improve	our	company’s	position	as	an	employer	of	choice.	
The	results	are	shared	with	our	employees	and	reviewed	by	senior	leadership,	who	analyze	areas	of	progress	or	
opportunity	and	prioritize	actions	and	activities	in	response	to	this	feedback	to	drive	meaningful	improvements	
in	employee	engagement.

We	believe	that	our	approach	to	talent	has	been	instrumental	in	our	growth,	and	has	made	Match	Group	a	

desirable	destination	for	current	and	future	employees.

Additional	information

Company	website	and	public	filings.		Investors	and	others	should	note	that	we	announce	material	financial	

and	operational	information	to	our	investors	using	our	investor	relations	website	at	https://ir.mtch.com,	
Securities	and	Exchange	Commission	(“SEC”)	filings,	press	releases,	and	public	conference	calls.	We	use	these	
channels	as	well	as	social	media	to	communicate	with	our	users	and	the	public	about	our	company,	our	services,	
and	other	issues.	It	is	possible	that	the	information	we	post	on	social	media	could	be	deemed	to	be	material	
information.	Accordingly,	investors,	the	media,	and	others	interested	in	our	company	should	monitor	the	social	
media	channels	listed	on	our	investor	relations	website	in	addition	to	following	our	SEC	filings,	press	releases,	
and	public	conference	calls.	Neither	the	information	on	our	website,	nor	the	information	on	the	website	of	any	
Match	Group	business,	is	incorporated	by	reference	into	this	report,	or	into	any	other	filings	with,	or	into	any	
other	information	furnished	or	submitted	to,	the	SEC.

The	Company	makes	available,	free	of	charge	through	its	website,	its	Annual	Reports	on	Form	10-K,	
Quarterly	Reports	on	Form	10-Q,	and	Current	Reports	on	Form	8-K	(including	related	amendments)	as	soon	as	
reasonably	practicable	after	they	have	been	electronically	filed	with	(or	furnished	to)	the	SEC.

Code	of	ethics.		The	Company’s	code	of	ethics	applies	to	all	employees	(including	Match	Group’s	principal	
executive	officer,	principal	financial	officer	and	principal	accounting	officer)	and	directors	and	is	posted	on	the	
Company’s	website	at	https://ir.mtch.com	under	the	heading	of	“Corporate	Governance.”	This	code	of	ethics	
complies	with	Item	406	of	SEC	Regulation	S-K	and	the	rules	of	The	Nasdaq	Stock	Market	LLC.	Any	changes	to	the	

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code	of	ethics	that	affect	the	provisions	required	by	Item	406	of	Regulation	S-K,	and	any	waivers	of	such	
provisions	of	the	code	of	ethics	for	Match	Group’s	executive	officers,	senior	financial	officers	or	directors,	will	
also	be	disclosed	on	Match	Group’s	website.

Relationship	with	IAC	after	the	Separation

In	connection	with	the	Separation,	the	Company	entered	into	certain	agreements	with	IAC	to	govern	the	

relationship	between	the	Company	and	IAC	following	the	Separation.	These	agreements,	in	certain	cases,	
supersede	the	agreements	entered	into	between	Former	Match	Group	and	Former	IAC	in	connection	with	
Former	Match	Group’s	IPO	in	November	2015	(the	“IPO	Agreements”)	and	include:	a	tax	matters	agreement;	a	
transition	services	agreement;	and	an	employee	matters	agreement.	The	IPO	Agreements	that	were	not	
superseded	were	terminated	at	closing	of	the	Separation.

In	addition	to	the	agreements	entered	into	at	the	time	of	the	Separation,	Match	Group	leases	office	space	

to	IAC	in	a	building	owned	by	the	Company	in	Los	Angeles.	Match	Group	also	leases	office	space	from	IAC	in	New	
York	City	on	a	month-to-month	basis,	which	the	Company	terminated	in	2020	and	expects	to	vacate	in	the	first	
half	of	2021.

Tax	Matters	Agreement

Pursuant	to	the	tax	matters	agreement,	each	of	Match	Group	and	IAC	is	responsible	for	certain	tax	
liabilities	and	obligations	following	the	transfer	by	Former	IAC	(i)	to	Match	Group	of	certain	assets	and	liabilities	
of,	or	related	to,	the	businesses	of	Former	IAC	(other	than	Former	Match	Group)	and	(ii)	to	holders	of	Former	IAC	
common	stock	and	Former	IAC	Class	B	common	stock,	as	a	result	of	the	reclassification	and	mandatory	exchange	
of	certain	series	of	Former	IAC	exchangeable	preferred	stock	(collectively,	the	“IAC	Distribution”).	Under	the	tax	
matters	agreement,	IAC	generally	is	responsible	for,	and	has	agreed	to	indemnify	Match	Group	against,	any	
liabilities	incurred	as	a	result	of	the	failure	of	the	IAC	Distribution	to	qualify	for	the	intended	tax-free	treatment	
unless,	subject	to	certain	exceptions,	the	failure	to	so	qualify	is	attributable	to	Match	Group's	or	Former	Match	
Group’s	actions	or	failure	to	act,	Match	Group's	or	Former	Match	Group’s	breach	of	certain	representations	or	
covenants	or	certain	acquisitions	of	equity	securities	of	Match	Group,	in	each	case,	described	in	the	tax	matters	
agreement	(a	"Match	Group	fault-based	action").	If	the	failure	to	so	qualify	is	attributable	to	a	Match	Group	
fault-based	action,	Match	Group	is	responsible	for	liabilities	incurred	as	a	result	of	such	failure	and	will	indemnify	
IAC	against	such	liabilities	so	incurred	by	IAC	or	its	affiliates.

Transition	Services	Agreement

Pursuant	to	the	transition	services	agreement,	IAC	continues	to	provide	certain	services	to	Match	Group	

that	Former	IAC	had	historically	provided	to	Former	Match	Group.	Match	Group	also	provides	certain	services	to	
IAC	that	Former	Match	Group	previously	provided	to	Former	IAC.	The	transition	services	agreement	also	
provides	that	Match	Group	and	IAC	will	make	efforts	to	replace,	amend,	or	divide	certain	joint	contracts	with	
third-parties	relating	to	services	or	products	used	by	both	Match	Group	and	IAC.	Match	Group	and	IAC	also	
agreed	to	continue	sharing	certain	services	provided	pursuant	to	certain	third-party	vendor	contracts	that	were	
not	replaced,	amended,	or	divided	prior	to	closing	of	the	Separation.

Employee	Matters	Agreement

Pursuant	to	the	amended	and	restated	employee	matters	agreement,	Match	Group	will	reimburse	IAC	for	

the	cost	of	any	IAC	equity	awards	held	by	the	Company’s	employees	and	former	employees	upon	exercise	or	
vesting.	In	addition,	Match	Group	employees	continued	to	participate	in	IAC’s	U.S.	health	and	welfare	plans,	
401(k)	plan	and	flexible	benefits	plan	through	December	31,	2020.	Match	Group	reimbursed	IAC	for	the	costs	of	
such	participation	pursuant	to	the	amended	and	restated	employee	matters	agreement.	Match	Group	
established	its	own	employee	benefit	plans	effective	January	1,	2021.

Other	Agreements

The	Transaction	Agreement	provides	that	each	of	Match	Group	and	IAC	has	agreed	to	indemnify,	defend	

and	hold	harmless	the	other	party	from	and	against	any	liabilities	arising	out	of:	(i)	any	asset	or	liability	allocated	
to	such	party	or	the	other	members	of	such	party's	group	under	the	Transaction	Agreement	or	the	businesses	of	
such	party's	group	after	the	closing	of	the	Separation;	(ii)	any	breach	of,	or	failure	to	perform	or	comply	with,	
any	covenant,	undertaking	or	obligation	of	a	member	of	such	party's	group	contained	in	the	Transaction	

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

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Item	1A.		Risk	Factors

Risks	relating	to	our	business	

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

The	dating	industry	is	competitive,	with	a	consistent	stream	of	new	products	and	entrants.	Some	of	our	
competitors	may	enjoy	better	competitive	positions	in	certain	geographical	regions,	user	demographics	or	other	
key	areas	that	we	currently	serve	or	may	serve	in	the	future.	These	advantages	could	enable	these	competitors	
to	offer	products	that	are	more	appealing	to	users	and	potential	users	than	our	products	or	to	respond	more	
quickly	and/or	cost-effectively	than	us	to	new	or	changing	opportunities.

In	addition,	within	the	dating	industry	generally,	costs	for	consumers	to	switch	between	products	are	low,	
and	consumers	have	a	propensity	to	try	new	approaches	to	connecting	with	people	and	to	use	multiple	dating	
products	at	the	same	time.	As	a	result,	new	products,	entrants	and	business	models	are	likely	to	continue	to	
emerge.	It	is	possible	that	a	new	product	could	gain	rapid	scale	at	the	expense	of	existing	brands	through	
harnessing	a	new	technology	or	a	new	or	existing	distribution	channel,	creating	a	new	or	different	approach	to	
connecting	people	or	some	other	means.

Potential	competitors	include	larger	companies	that	could	devote	greater	resources	to	the	promotion	or	
marketing	of	their	products	and	services,	take	advantage	of	acquisition	or	other	opportunities	more	readily	or	
develop	and	expand	their	products	and	services	more	quickly	than	we	do.	Potential	competitors	also	include	
established	social	media	companies	that	may	develop	products,	features,	or	services	that	may	compete	with	
ours	or	operators	of	mobile	operating	systems	and	app	stores.	For	example,	Facebook	has	introduced	a	dating	
feature	on	its	platform,	which	it	has	rolled	out	in	North	America	and	other	markets	and	has	stated	it	plans	to	roll	
out	globally.	These	social	media	and	mobile	platform	competitors	could	use	strong	or	dominant	positions	in	one	
or	more	markets,	and	ready	access	to	existing	large	pools	of	potential	users	and	personal	information	regarding	
those	users,	to	gain	competitive	advantages	over	us,	including	by	offering	different	product	features	or	services	
that	users	may	prefer	or	offering	their	products	and	services	to	users	at	no	charge,	which	may	enable	them	to	
acquire	and	engage	users	at	the	expense	of	our	user	growth	or	engagement.

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

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

We	seek	to	tailor	each	of	our	brands	and	products	to	meet	the	preferences	of	specific	communities	of	
users.	Building	a	given	brand	or	product	is	generally	an	iterative	process	that	occurs	over	a	meaningful	period	of	
time	and	involves	considerable	resources	and	expenditures.	Although	certain	of	our	newer	brands	and	products	
have	experienced	significant	growth	over	relatively	short	periods	of	time,	the	historical	growth	rates	of	these	
brands	and	products	may	not	be	an	indication	of	future	growth	rates	for	such	products	or	our	newer	brands	and	
products	generally.	We	have	encountered,	and	may	continue	to	encounter,	risks	and	difficulties	as	we	build	our	
newer	brands	and	products.	The	failure	to	successfully	scale	these	brands	and	products	and	address	these	risks	
and	difficulties	could	adversely	affect	our	business,	financial	condition	and	results	of	operations.

Our	growth	and	profitability	rely,	in	part,	on	our	ability	to	attract	and	retain	users	through	cost-effective	
marketing	efforts.	Any	failure	in	these	efforts	could	adversely	affect	our	business,	financial	condition,	and	
results	of	operations.

Attracting	and	retaining	users	for	our	products	involve	considerable	expenditures	for	online	and	offline	
marketing.	Historically,	we	have	had	to	increase	our	marketing	expenditures	over	time	in	order	to	attract	and	
retain	users	and	sustain	our	growth.

Evolving	consumer	behavior	can	affect	the	availability	of	profitable	marketing	opportunities.	For	example,	
as	traditional	television	viewership	declines	and	as	consumers	spend	more	time	on	mobile	devices	rather	than	
desktop	computers,	the	reach	of	many	of	our	traditional	advertising	channels	continues	to	contract.	Similarly,	as	
consumers	communicate	less	via	email	and	more	via	text	messaging,	messaging	apps	and	other	virtual	means,	

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the	reach	of	email	campaigns	designed	to	attract	new	and	repeat	users	(and	retain	current	users)	for	our	
products	is	adversely	impacted.	Additionally,	changes	proposed	by	large	tech	platforms,	such	as	Apple	and	
Google,	to	advertisers’	ability	to	access	and	use	unique	advertising	identifiers,	cookies	and	other	information	to	
acquire	potential	users,	may	adversely	impact	our	advertising	efforts.	To	continue	to	reach	potential	users	and	
grow	our	businesses,	we	must	identify	and	devote	more	of	our	overall	marketing	expenditures	to	newer	
advertising	channels,	such	as	mobile	and	online	video	platforms.	Generally,	the	opportunities	in	and	
sophistication	of	newer	advertising	channels	and	methods	continue	to	be	less	developed,	proven	and	precise,	
making	it	more	difficult	to	assess	returns	on	investment	associated	with	our	advertising	efforts	and	to	cost-
effectively	identify	potential	users.	There	can	be	no	assurance	that	we	will	be	able	to	continue	to	appropriately	
manage	our	marketing	efforts	in	response	to	these	and	other	trends	in	the	advertising	industry.	Any	failure	to	do	
so	could	adversely	affect	our	business,	financial	condition	and	results	of	operations.

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

Our	business	could	be	materially	and	adversely	affected	by	the	outbreak	of	a	widespread	health	epidemic	

or	pandemic,	including	the	Coronavirus	Disease	2019	(COVID-19)	pandemic.	The	COVID-19	pandemic	has	
reached	across	the	globe,	resulting	in	the	implementation	of	significant	governmental	measures	intended	to	
control	the	spread	of	the	virus,	including	lockdowns,	closures,	quarantines,	and	travel	bans,	as	well	as	changes	in	
consumer	behavior	as	individuals	have	become	reluctant	to	engage	in	social	activities	with	people	outside	their	
households.	While	some	of	these	measures	have	been	relaxed	in	certain	parts	of	the	world,	ongoing	and	future	
prevention	and	mitigation	measures,	as	well	as	the	potential	for	some	of	these	measures	to	be	reinstituted	in	
the	event	of	repeat	waves	of	the	virus,	are	likely	to	have	an	adverse	impact	on	global	economic	conditions	and	
consumer	confidence	and	spending,	and	could	materially	adversely	affect	demand,	or	users’	ability	to	pay,	for	
our	products	and	services.

A	public	health	epidemic,	including	COVID-19,	poses	the	risk	that	Match	Group	or	its	employees,	
contractors,	vendors,	and	other	business	partners	may	be	prevented	or	impaired	from	conducting	ordinary	
course	business	activities	for	an	indefinite	period	of	time,	including	due	to	shutdowns	necessitated	for	the	health	
and	wellbeing	of	our	employees,	the	employees	of	business	partners,	or	shutdowns	that	may	be	requested	or	
mandated	by	governmental	authorities.	For	example,	early	on	in	the	pandemic,	certain	of	our	customer	support	
vendors	were	impacted	by	government	mandated	shutdowns	which	adversely	impacted	the	capability	of	the	
affected	brands	to	respond	timely	and	effectively	to	user	inquiries	and	requests.	In	addition,	in	response	to	the	
COVID-19	outbreak,	we	have	taken	several	precautions	that	may	adversely	impact	employee	productivity,	such	
as	continuing	to	allow	employees	to	work	remotely,	imposing	travel	restrictions,	and	ongoing	closures	of	office	
locations.

The	ultimate	extent	of	the	impact	of	any	epidemic,	pandemic,	or	other	health	crisis	on	our	business	will	
depend	on	multiple	factors	that	are	highly	uncertain	and	cannot	be	predicted,	including	its	severity,	location	and	
duration,	and	actions	taken	to	contain	or	prevent	further	its	spread.	Additionally,	the	COVID-19	pandemic	could	
increase	the	magnitude	of	many	of	the	other	risks	described	in	this	annual	report,	and	have	other	adverse	
effects	on	our	operations	that	we	are	not	currently	able	to	predict.	If	our	business	and	the	markets	in	which	we	
operate	experience	a	prolonged	occurrence	of	adverse	public	health	conditions,	such	as	COVID-19,	it	could	
materially	and	adversely	affect	our	business,	financial	condition,	and	results	of	operations.	See	“Item	7—
Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations—Trends	affecting	our	
business—Impacts	of	the	Coronavirus.”

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

We	operate	in	various	international	markets,	including	jurisdictions	within	the	European	Union	(which	we	
refer	to	as	the	“EU”)	and	Asia.	During	periods	of	a	strengthening	U.S.	dollar,	our	international	revenues	will	be	
reduced	when	translated	into	U.S.	dollars.	In	addition,	as	foreign	currency	exchange	rates	fluctuate,	the	
translation	of	our	international	revenues	into	U.S.	dollar-denominated	operating	results	affects	the	period-over-
period	comparability	of	such	results	and	can	result	in	foreign	currency	exchange	gains	and	losses.	

The	departure	of	the	United	Kingdom	from	the	European	Union,	commonly	referred	to	as	“Brexit,”	has	
caused,	and	may	continue	to	cause,	volatility	in	currency	exchange	rates	between	the	U.S.	dollar	and	the	British	
Pound	and	the	full	impact	of	Brexit	remains	uncertain.	See	‘‘Item	7—Management’s	Discussion	and	Analysis	of	
Financial	Condition	and	Results	of	Operations—Principles	of	Financial	Reporting—Effects	of	Changes	in	Foreign	

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Exchange	Rates	on	Revenue,“	and	Item	7A—Quantitative	and	Qualitative	Disclosures	About	Market	Risk—
Foreign	Currency	Exchange	Risk.”

Distribution	and	marketing	of,	and	access	to,	our	products	relies,	in	significant	part,	on	a	variety	of	third-party	
platforms,	in	particular,	mobile	app	stores.	If	these	third	parties	limit,	prohibit,	or	otherwise	interfere	with	or	
change	their	policies	in	any	material	way,	it	could	adversely	affect	our	business,	financial	condition,	and	
results	of	operations.

We	market	and	distribute	our	products	(including	related	mobile	applications)	through	a	variety	of	third-

party	distribution	channels,	including	Facebook,	which	has	rolled	out	its	own	dating	product.	Our	ability	to	
market	our	brands	on	any	given	property	or	channel	is	subject	to	the	policies	of	the	relevant	third	party.	Certain	
platforms	and	channels	have,	from	time	to	time,	limited	or	prohibited	advertisements	for	our	products	for	a	
variety	of	reasons,	including	poor	behavior	by	other	industry	participants.	There	is	no	assurance	that	we	will	not	
be	limited	or	prohibited	from	using	certain	marketing	channels	in	the	future.	If	this	were	to	happen	with	a	
significant	marketing	channel	and/or	for	a	significant	period	of	time,	our	business,	financial	condition	and	results	
of	operations	could	be	adversely	affected.

Additionally,	our	mobile	applications	are	almost	exclusively	accessed	through	the	Apple	App	Store	and	
Google	Play	Store.	Both	Apple	and	Google	have	broad	discretion	to	change	their	policies	regarding	their	mobile	
operating	systems	and	app	stores	in	ways	that	may	limit,	eliminate	or	otherwise	interfere	with	our	ability	to	
distribute	or	market	our	applications	through	their	stores,	our	ability	to	update	our	applications,	including	to	
make	bug	fixes	or	other	feature	updates	or	upgrades,	the	features	we	provide,	our	ability	to	access	native	
functionality	or	other	aspects	of	mobile	devices,	and	our	ability	to	access	information	about	our	users	that	they	
collect.	To	the	extent	either	or	both	of	them	do	so,	our	business,	financial	condition	and	results	of	operations	
could	be	adversely	affected.	For	example,	Apple	has	indicated	that	in	the	future	it	will	require	app	users	to	opt	in	
before	their	identifier	for	advertisers	(“IDFA”)	can	be	accessed	by	an	app	(which	is	currently	expected	to	come	
into	effect	in	2021).	As	a	consequence,	the	ability	of	advertisers	to	accurately	target	and	measure	their	
advertising	campaigns	at	the	user	level	may	become	significantly	limited	and	we	and	other	app	developers	may	
experience	increased	cost	per	registration.	Additionally,	Apple	and	Google	are	known	to	retaliate	against	app	
developers	who	publicly	or	privately	challenge	their	app	store	rules	and	policies,	and	such	retaliation	has	and	
could	adversely	affect	our	business,	financial	condition	and	results	of	operations.

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

We	rely	on	the	Apple	App	Store	and	Google	Play	Store	to	distribute	and	monetize	our	mobile	applications.	

Our	users	and	subscribers	engage	with	these	platforms	directly	and	may	be	subject	to	requirements	regarding	
the	use	of	their	payment	systems	for	various	transactions.	As	a	result	of	this	disintermediation,	these	platforms	
receive	and	do	not	share	with	us	key	user	data	that	we	would	otherwise	receive	if	we	transacted	with	our	users	
and	subscribers	directly.	If	these	platforms	continue	to	or	increasingly	limit,	eliminate,	or	otherwise	interfere	
with	our	ability	to	access,	collect,	and	use	key	user	data,	our	ability	to	identify	and	communicate	with	a	
meaningful	portion	of	our	user	and	subscriber	bases	may	be	adversely	impacted.	If	so,	our	customer	relationship	
management	efforts,	our	ability	to	reach	new	segments	of	our	user	and	subscriber	bases	and	the	population	
generally,	the	efficiency	of	our	paid	marketing	efforts,	the	rates	we	are	able	to	charge	advertisers	seeking	to	
reach	users	and	subscribers	on	our	various	properties,	and	our	ability	to	identify	and	exclude	users	and	
subscribers	whose	access	would	violate	applicable	terms	and	conditions,	including	underage	individuals	and	bad	
actors,	may	be	negatively	impacted,	and	our	business,	financial	condition	and	results	of	operations	could	be	
adversely	affected.

As	the	distribution	of	our	products	through	app	stores	increases,	in	order	to	maintain	our	profit	margins,	we	
may	need	to	offset	increasing	app	store	fees	by	decreasing	traditional	marketing	expenditures,	increasing	user	
volume,	or	monetization	per	user	or	by	engaging	in	other	efforts	to	increase	revenue	or	decrease	costs	
generally,	or	our	business,	financial	condition,	and	results	of	operations	could	be	adversely	affected.

We	rely	on	the	Apple	App	Store	and	the	Google	Play	Store	to	distribute	and	monetize	our	mobile	
applications	and	related	in-app	products.	While	our	mobile	applications	are	generally	free	to	download	from	
these	stores,	we	offer	our	users	the	opportunity	to	purchase	subscriptions	and	certain	à	la	carte	features	within	
these	applications.	We	determine	the	prices	at	which	these	subscriptions	and	features	are	sold;	however,	
purchases	of	these	subscriptions	and	features	via	our	mobile	applications	are	required	to	be	processed	through	

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the	in-app	payment	systems	provided	by	Apple	and	Google.	Due	to	these	requirements,	we	pay	Apple	and	
Google,	as	applicable,	a	meaningful	share	(generally	30%)	of	the	revenue	we	receive	from	these	transactions.	
While	we	are	constantly	innovating	on	and	creating	our	own	payment	systems	and	methods,	given	the	ever	
increasing	distribution	of	our	products	through	app	stores	and	the	strict	mandates	to	use	the	in-app	payments	
systems	tied	into	Apple’s	and	Google’s	app	stores,	we	may	need	to	offset	these	increased	app	store	fees	by	
decreasing	traditional	marketing	expenditures	as	a	percentage	of	revenue,	increasing	user	volume	or	
monetization	per	user,	or	by	engaging	in	other	efforts	to	increase	revenue	or	decrease	costs	generally,	or	our	
business,	financial	condition	and	results	of	operations	could	be	adversely	affected.	Google	announced	that	it	will	
require	all	developers	to	process	all	in-app	purchases	of	subscriptions	and	features	entirely	through	their	in-app	
payment	system	beginning	on	September	30,	2021.	To	date,	Google	has	not	enforced	such	a	requirement,	but	if	
Google	does	so,	our	business,	financial	condition	and	results	of	operations	would	be	adversely	affected.

We	depend	on	our	key	personnel.

Our	future	success	will	depend	upon	our	continued	ability	to	identify,	hire,	develop,	motivate	and	retain	
highly	skilled	individuals	across	the	globe,	with	the	continued	contributions	of	our	senior	management	being	
especially	critical	to	our	success.	Competition	for	well-qualified	employees	across	Match	Group	and	its	various	
businesses	is	intense	and	our	continued	ability	to	compete	effectively	depends,	in	part,	upon	our	ability	to	
attract	new	employees.	Effective	succession	planning	is	also	important	to	our	future	success.	If	we	fail	to	ensure	
the	effective	transfer	of	senior	management	knowledge	and	smooth	transitions	involving	senior	management	
across	our	various	businesses,	our	ability	to	execute	short	and	long	term	strategic,	financial	and	operating	goals,	
as	well	as	our	business,	financial	condition	and	results	of	operations	generally,	could	be	adversely	affected.

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

To	succeed,	our	systems	and	infrastructures	must	perform	well	on	a	consistent	basis.	We	have	and	may	
from	time	to	time,	experience	system	interruptions	that	make	some	or	all	of	our	systems	or	data	unavailable	and	
prevent	our	products	from	functioning	properly	for	our	users.	Any	such	interruption	could	arise	for	any	number	
of	reasons.	Further,	our	systems	and	infrastructures	are	vulnerable	to	damage	from	fire,	power	loss,	
telecommunications	failures,	acts	of	God	and	similar	events.	While	we	have	backup	systems	in	place	for	certain	
aspects	of	our	operations,	not	all	of	our	systems	and	infrastructures	are	fully	redundant,	disaster	recovery	
planning	is	not	sufficient	for	all	eventualities	and	our	property	and	business	interruption	insurance	coverage	may	
not	be	adequate	to	fully	compensate	us	for	any	losses	that	we	may	suffer.	Any	interruptions	or	outages,	
regardless	of	the	cause,	could	negatively	impact	our	users’	experiences	with	our	products,	tarnish	our	brands’	
reputations	and	decrease	demand	for	our	products,	any	or	all	of	which	could	adversely	affect	our	business,	
financial	condition	and	results	of	operations.

We	also	continually	work	to	expand	and	enhance	the	efficiency	and	scalability	of	our	technology	and	
network	systems	to	improve	the	experience	of	our	users,	accommodate	substantial	increases	in	the	volume	of	
traffic	to	our	various	products,	ensure	acceptable	load	times	for	our	products	and	keep	up	with	changes	in	
technology	and	user	preferences.	Any	failure	to	do	so	in	a	timely	and	cost-effective	manner	could	adversely	
affect	our	users’	experience	with	our	various	products	and	thereby	negatively	impact	the	demand	for	our	
products,	and	could	increase	our	costs,	either	of	which	could	adversely	affect	our	business,	financial	condition	
and	results	of	operations.

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

We	are	regularly	under	attack	by	perpetrators	of	random	or	targeted	malicious	technology-related	events,	

such	as	cyberattacks,	computer	viruses,	worms,	bot	attacks	or	other	destructive	or	disruptive	software,	
distributed	denial	of	service	attacks	and	attempts	to	misappropriate	customer	information,	including	personal	
user	data,	credit	card	information	and	account	login	credentials.	While	we	have	invested	(and	continue	to	invest)	
in	the	protection	of	our	systems	and	infrastructure,	in	related	personnel	and	training	and	in	employing	a	data	
minimization	strategy,	where	appropriate,	there	can	be	no	assurance	that	our	efforts	will	prevent	significant	
breaches	in	our	systems	or	other	such	events	from	occurring.	Some	of	our	systems	have	experienced	past	
security	incidents,	and,	although	they	did	not	have	a	material	adverse	effect	on	our	operating	results,	there	can	
be	no	assurance	of	a	similar	result	in	the	future.	Any	cyber	or	similar	attack	we	are	unable	to	protect	ourselves	
against	could	damage	our	systems	and	infrastructure,	prevent	us	from	providing	our	products,	tarnish	our	brand	

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reputation,	result	in	the	disclosure	of	confidential	or	sensitive	information	of	our	users	and/or	be	costly	to	
remedy,	as	well	as	subject	us	to	investigations	by	regulatory	authorities	and/or	litigation	that	could	result	in	
liability	to	third	parties.

The	impact	of	cyber	or	similar	attacks	experienced	by	third	parties	who	provide	services	to	us	or	otherwise	
process	data	on	our	behalf	could	have	a	similar	effect	on	us.	Moreover,	even	cyber	or	similar	attacks	that	do	not	
directly	affect	us	or	our	third	party	service	providers	or	data	processors	may	result	in	widespread	access	to	user	
account	login	credentials	that	such	users	have	used	across	multiple	internet	sites,	including	our	sites,	or	a	loss	of	
consumer	confidence	generally,	which	could	make	users	less	likely	to	use	or	continue	to	use	online	products	
generally,	including	our	products.	The	occurrence	of	any	of	these	events	could	have	an	adverse	effect	on	our	
business,	financial	condition	and	results	of	operations.

Our	success	depends,	in	part,	on	the	integrity	of	third-party	systems	and	infrastructure.

We	rely	on	third	parties,	primarily	data	center	and	cloud-based,	hosted	web	service	providers,	such	as	
Amazon	Web	Services,	as	well	as	third	party	computer	systems,	broadband	and	other	communications	systems	
and	service	providers,	in	connection	with	the	provision	of	our	products	generally,	as	well	as	to	facilitate	and	
process	certain	transactions	with	our	users.	We	have	no	control	over	any	of	these	third	parties	or	their	
operations.	Any	changes	in	service	levels	at	our	data	centers	or	hosted	web	service	providers	or	any	
interruptions,	outages	or	delays	in	our	systems	or	those	of	our	third	party	providers,	deterioration	in	the	
performance	of	these	systems,	or	cyber	or	similar	attacks	on	these	systems	could	impair	our	ability	to	provide	
our	products	or	process	transactions	with	our	users,	which	would	adversely	impact	our	business,	financial	
condition	and	results	of	operations.

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

We	receive,	process,	store,	and	transmit	a	significant	amount	of	personal	user	and	other	confidential	or	

sensitive	information,	including	credit	card	information	and	user-to-user	communications,	and	enable	our	users	
to	share	their	personal	information	with	each	other.	In	some	cases,	we	engage	third	party	service	providers	to	
store	this	information.	We	continuously	develop	and	maintain	systems	to	protect	the	security,	integrity	and	
confidentiality	of	this	information,	but	we	have	experienced	past	incidents	and	cannot	guarantee	that	
inadvertent	or	unauthorized	use	or	disclosure	will	not	occur	in	the	future	or	that	third	parties	will	not	gain	
unauthorized	access	to	this	information	despite	our	efforts.	When	such	events	occur,	we	may	not	be	able	to	
remedy	them,	be	required	by	law	to	notify	regulators	and	individuals	whose	personal	information	was	used	or	
disclosed	without	authorization,	be	subject	to	claims	against	us,	including	government	enforcement	actions,	
fines	and	litigation,	and	have	to	expend	significant	capital	and	other	resources	to	mitigate	the	impact	of	such	
events,	including	developing	and	implementing	protections	to	prevent	future	events	of	this	nature	from	
occurring.	When	breaches	of	security	(or	the	security	of	our	service	providers)	occur,	the	perception	of	the	
effectiveness	of	our	security	measures,	the	security	measures	of	our	service	providers	and	our	reputation	may	
be	harmed,	we	may	lose	current	and	potential	users	and	the	our	various	brands’	reputation	and	competitive	
positions	may	be	tarnished,	any	or	all	of	which	might	adversely	affect	our	business,	financial	condition	and	
results	of	operations.

Our	business	is	subject	to	complex	and	evolving	U.S.	and	international	laws	and	regulations,	including	with	
respect	to	data	privacy	and	platform	liability.	These	laws	and	regulations	are	subject	to	change	and	uncertain	
interpretation,	and	could	result	in	changes	to	our	business	practices,	increased	cost	of	operations,	declines	in	
user	growth	or	engagement,	claims,	monetary	penalties,	or	otherwise	harm	our	business.

We	are	subject	to	a	variety	of	laws	and	regulations	in	the	United	States	and	abroad	that	involve	matters	

that	are	important	to	or	may	otherwise	impact	our	business.	See	“Item	1—Business—Government	regulation.”	
These	U.S.	federal,	state,	and	municipal	and	foreign	laws	and	regulations,	which	in	some	cases	can	be	enforced	
by	private	parties	in	addition	to	government	entities,	are	constantly	evolving	and	subject	to	change.	As	a	result,	
the	application,	interpretation,	and	enforcement	of	these	laws	and	regulations	are	often	uncertain,	particularly	
in	the	rapidly	evolving	industry	in	which	we	operate,	and	may	be	interpreted	and	applied	inconsistently	from	
state	to	state	and	country	to	country	and	inconsistently	with	our	current	policies	and	practices.	These	laws	and	
regulations,	as	well	as	any	associated	inquiries,	investigations	or	other	government	actions,	may	be	costly	to	
comply	with	and	may	delay	or	impede	the	development	of	new	products,	require	changes	to	or	cessation	of	

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certain	business	practices,	result	in	negative	publicity,	increase	our	operating	costs,	require	significant	
management	time	and	attention,	and	subject	us	to	remedies	that	may	harm	our	business,	including	fines	or	
modifications	to	existing	business	practices.

In	the	case	of	tax	laws,	positions	that	we	have	taken	or	will	take	are	subject	to	interpretation	by	the	
relevant	taxing	authorities.	While	we	believe	that	the	positions	we	have	taken	to	date	comply	with	applicable	
law,	there	can	be	no	assurances	that	the	relevant	taxing	authorities	will	not	take	a	contrary	position,	and	if	so,	
that	such	positions	will	not	adversely	affect	us.	Any	events	of	this	nature	could	adversely	affect	our	business,	
financial	condition	and	results	of	operations.

Proposed	or	new	legislation	and	regulations	could	also	adversely	affect	our	business.	See	“Item	1—

Business—Government	regulation.”	To	the	extent	such	new	or	more	stringent	measures	are	required	to	be	
implemented,	impose	new	liability	or	limit	or	remove	existing	protections,	our	business,	financial	condition	and	
results	of	operations	could	be	adversely	affected.

The	adoption	of	any	laws	or	regulations	that	adversely	affect	the	popularity	or	growth	in	use	of	the	internet	

or	our	services,	including	laws	or	regulations	that	undermine	open	and	neutrally	administered	internet	access,	
could	decrease	user	demand	for	our	service	offerings	and	increase	our	cost	of	doing	business.	For	example,	in	
December	2017,	the	Federal	Communications	Commission	adopted	an	order	reversing	net	neutrality	protections	
in	the	United	States,	including	the	repeal	of	specific	rules	against	blocking,	throttling	or	“paid	prioritization”	of	
content	or	services	by	internet	service	providers.	To	the	extent	internet	service	providers	engage	in	such	
blocking,	throttling,	“paid	prioritization”	of	content	or	similar	actions	as	a	result	of	this	order	and	the	adoption	of	
similar	laws	or	regulations,	our	business,	financial	condition	and	results	of	operations	could	be	adversely	
affected.

We	are	subject	to	a	number	of	risks	related	to	credit	card	payments,	including	data	security	breaches	and	
fraud	that	we	or	third	parties	experience,	any	of	which	could	adversely	affect	our	business,	financial	condition,	
and	results	of	operations.

We	accept	payment	from	our	users	primarily	through	credit	card	transactions	and	certain	online	payment	

service	providers.	When	we	or	a	third	party	experiences	a	data	security	breach	involving	credit	card	information,	
affected	cardholders	will	often	cancel	their	credit	cards.	In	the	case	of	a	breach	experienced	by	a	third	party,	the	
more	sizable	the	third	party’s	customer	base	and	the	greater	the	number	of	credit	card	accounts	impacted,	the	
more	likely	it	is	that	our	users	would	be	impacted	by	such	a	breach.	To	the	extent	our	users	are	affected	by	such	
a	breach	experienced	by	us	or	a	third	party,	such	users	would	need	to	be	contacted	to	obtain	new	credit	card	
information	and	process	any	pending	transactions.	It	is	likely	that	we	would	not	be	able	to	reach	all	affected	
users,	and	even	if	we	could,	some	users’	new	credit	card	information	may	not	be	obtained	and	some	pending	
transactions	may	not	be	processed,	which	could	adversely	affect	our	business,	financial	condition	and	results	of	
operations.

Even	if	our	users	are	not	directly	impacted	by	a	given	data	security	breach,	they	may	lose	confidence	in	the	
ability	of	service	providers	to	protect	their	personal	information	generally,	which	could	cause	them	to	stop	using	
their	credit	cards	online	or	choose	alternative	payment	methods	that	are	less	convenient	or	more	costly	for	us	or	
otherwise	restrict	our	ability	to	process	payments	without	significant	user	effort.

Additionally,	if	we	fail	to	adequately	prevent	fraudulent	credit	card	transactions,	we	may	face	litigation,	
fines,	governmental	enforcement	action,	civil	liability,	diminished	public	perception	of	our	security	measures,	
significantly	higher	credit	card-related	costs	and	remediation	costs,	or	refusal	by	credit	card	processors	to	
continue	to	process	payments	on	our	behalf,	any	of	which	could	adversely	affect	our	business,	financial	
condition	and	results	of	operations.

Inappropriate	actions	by	certain	of	our	users	could	be	attributed	to	us	and	damage	our	brands’	reputations,	
which	in	turn	could	adversely	affect	our	business.

Users	of	our	products	have	been,	and	may	in	the	future	be,	physically,	financially,	emotionally	or	otherwise	
harmed	by	other	individuals	that	such	users	met	or	may	meet	through	the	use	of	one	of	our	products.	When	one	
or	more	of	our	users	suffers	or	alleges	to	have	suffered	any	such	harm,	we	have	in	the	past,	and	could	in	the	
future,	experience	negative	publicity	or	legal	action	that	could	damage	our	reputation	and	our	brands.	Similar	
events	affecting	users	of	our	competitors’	products	have	in	the	past,	and	could	in	the	future,	result	in	negative	
publicity	for	the	dating	industry	generally,	which	could	in	turn	negatively	affect	our	business.

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In	addition,	the	reputations	of	our	brands	may	be	adversely	affected	by	the	actions	of	our	users	that	are	

deemed	to	be	hostile,	offensive,	defamatory,	inappropriate,	untrue	or	unlawful.	While	we	have	systems	and	
processes	in	place	that	aim	to	monitor	and	review	the	appropriateness	of	the	content	accessible	through	our	
products,	and	have	adopted	policies	regarding	illegal,	offensive	or	inappropriate	use	of	our	products,	our	users	
have	in	the	past,	and	could	in	the	future,	nonetheless	engage	in	activities	that	violate	our	policies.	These	
safeguards	may	not	be	sufficient	to	avoid	harm	to	our	reputation	and	brands,	especially	if	such	hostile,	offensive	
or	inappropriate	use	is	well-publicized.

We	may	fail	to	adequately	protect	our	intellectual	property	rights	or	may	be	accused	of	infringing	the	
intellectual	property	rights	of	third	parties.

We	rely	heavily	upon	our	trademarks	and	related	domain	names	and	logos	to	market	our	brands	and	to	
build	and	maintain	brand	loyalty	and	recognition.	We	also	rely	upon	patented	and	patent-pending	proprietary	
technologies	and	trade	secrets	relating	to	our	products.

We	rely	on	a	combination	of	laws,	and	contractual	restrictions	with	employees,	customers,	suppliers	and	
others,	to	establish	and	protect	our	intellectual	property	rights.	For	example,	we	have	generally	registered	and	
continue	to	apply	to	register	and	renew,	or	secure	by	contract	where	appropriate,	trademarks	and	service	marks	
as	they	are	developed	and	used,	and	reserve,	register	and	renew	domain	names	as	we	deem	appropriate.	
Effective	trademark	protection	may	not	be	available	or	sought	in	every	country	in	which	our	products	are	made	
available,	and	contractual	disputes	may	affect	the	use	of	marks	governed	by	private	contract.	Similarly,	not	every	
variation	of	a	domain	name	may	be	available	or	registered,	even	if	available.

We	generally	seek	to	apply	for	patents	or	other	similar	statutory	protections	as	and	when	we	deem	
appropriate,	based	on	then-current	facts	and	circumstances,	and	will	continue	to	do	so	in	the	future.	No	
assurances	can	be	given	that	any	patent	application	we	have	filed	or	will	file	will	result	in	a	patent	being	issued,	
or	that	any	existing	or	future	patents	will	afford	adequate	protection	against	competitors	and	similar	
technologies.	In	addition,	no	assurances	can	be	given	that	third	parties	will	not	create	new	products	or	methods	
that	achieve	similar	results	without	infringing	upon	patents	we	own.

Despite	these	measures,	our	intellectual	property	rights	may	still	not	be	protected	in	a	meaningful	manner,	
challenges	to	contractual	rights	could	arise,	third	parties	could	copy	or	otherwise	obtain	and	use	our	intellectual	
property	without	authorization,	our	existing	trademarks,	patents,	or	trade	secrets	may	be	determined	to	be	
invalid	or	unenforceable,	or	laws	and	interpretations	of	laws	regarding	the	enforceability	of	existing	intellectual	
property	rights	may	change	over	time	in	a	manner	that	provides	less	protection.	The	occurrence	of	any	of	these	
events	could	tarnish	of	our	brands’	reputation,	limit	our	ability	to	market	them,	or	impede	our	ability	to	
effectively	compete	against	competitors	with	similar	technologies,	any	of	which	could	adversely	affect	our	
business,	financial	condition	and	results	of	operations.

From	time	to	time,	we	have	been	subject	to	legal	proceedings	and	claims,	including	claims	of	alleged	
infringement	of	trademarks,	copyrights,	patents	and	other	intellectual	property	rights	held	by	third	parties.	In	
addition,	litigation	may	be	necessary	in	the	future	to	enforce	our	intellectual	property	rights,	protect	our	trade	
secrets	and	patents	or	to	determine	the	validity	and	scope	of	proprietary	rights	claimed	by	others.	For	example,	
in	June	2020,	we	settled	our	longstanding	litigation	with	Bumble	Trading	Inc.	for	patent	and	trademark	
infringement,	as	well	as	trade	secret	misappropriation.	Any	litigation	of	this	nature,	regardless	of	outcome	or	
merit,	could	result	in	substantial	costs	and	diversion	of	management	and	technical	resources,	any	of	which	could	
adversely	affect	our	business,	financial	condition	and	results	of	operations.

We	operate	in	various	international	markets,	including	certain	markets	in	which	we	have	limited	experience.	
As	a	result,	we	face	additional	risks	in	connection	with	certain	of	our	international	operations.

Operating	internationally,	particularly	in	countries	in	which	we	have	limited	experience,	exposes	us	to	a	

number	of	risks	in	addition	to	those	otherwise	described	in	this	annual	report,	such	as:

• operational	and	compliance	challenges	caused	by	distance,	language,	and	cultural	differences;

• difficulties	in	staffing	and	managing	international	operations;

• differing	levels	of	social	and	technological	acceptance	of	our	products	or	lack	of	acceptance	of	them	

generally;

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• compliance	challenges	due	to	different	laws	and	regulatory	environments,	particularly	in	the	case	of	

privacy,	data	security,	intermediary	liability,	and	consumer	protection;	

• competitive	environments	that	favor	local	businesses	or	local	knowledge	of	such	environments;

• limitations	on	the	level	of	intellectual	property	protection;	and

• trade	sanctions,	political	unrest,	terrorism,	war,	and	epidemics	or	the	threat	of	any	of	these	events	

(such	as	COVID-19).

The	occurrence	of	any	or	all	of	the	events	described	above	could	adversely	affect	our	international	

operations,	which	could	in	turn	adversely	affect	our	business,	financial	condition,	and	results	of	operations.

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

We	have	made	acquisitions	in	the	past,	have	recently	announced	a	pending	acquisition	and	continue	to	
seek	potential	acquisition	candidates.	We	may	experience	operational	and	financial	risks	in	connection	with	
historical	and	future	acquisitions	if	we	are	unable	to:

• properly	value	prospective	acquisitions,	especially	those	with	limited	operating	histories;

• fully	identify	potential	risks	and	liabilities	associated	with	acquired	businesses;

• successfully	integrate	the	operations	and	accounting,	financial	controls,	management	information,	

technology,	human	resources,	and	other	administrative	systems,	of	the	acquired	businesses	with	our	
existing	operations	and	systems;

• retain	or	hire	senior	management	and	other	key	personnel	at	acquired	businesses;	and

• successfully	support	the	acquired	businesses	in	executing	on	strategic	plans,	including	expansion	into	

geographies	where	we	have	presence	and	experience.

Furthermore,	we	may	not	be	successful	in	addressing	other	challenges	encountered	in	connection	with	our	

acquisitions	and	the	anticipated	benefits	of	one	or	more	of	our	acquisitions	may	not	be	realized.	In	addition,	
such	acquisitions	can	result	in	material	diversion	of	management’s	attention	or	other	resources	from	our	existing	
businesses.	The	occurrence	of	any	these	events	could	have	an	adverse	effect	on	our	business,	financial	condition	
and	results	of	operations.

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

We	are,	and	from	time	to	time	may	become,	subject	to	litigation	and	various	legal	proceedings,	including	
litigation	and	proceedings	related	to	employment	matters,	intellectual	property	matters,	privacy	and	consumer	
protection	laws,	as	well	as	stockholder	derivative	suits,	class	action	lawsuits	and	other	matters,	that	involve	
claims	for	substantial	amounts	of	money	or	for	other	relief	or	that	might	necessitate	changes	to	our	business	or	
operations.	The	defense	of	these	actions	is	time	consuming	and	expensive.	We	evaluate	these	litigation	claims	
and	legal	proceedings	to	assess	the	likelihood	of	unfavorable	outcomes	and	to	estimate,	if	possible,	the	amount	
of	potential	losses.	Based	on	these	assessments	and	estimates,	we	may	establish	reserves	and/or	disclose	the	
relevant	litigation	claims	or	legal	proceedings,	as	and	when	required	or	appropriate.	These	assessments	and	
estimates	are	based	on	information	available	to	management	at	the	time	of	such	assessment	or	estimation	and	
involve	a	significant	amount	of	judgment.	As	a	result,	actual	outcomes	or	losses	could	differ	materially	from	
those	envisioned	by	our	current	assessments	and	estimates.	Our	failure	to	successfully	defend	or	settle	any	of	
these	litigations	or	legal	proceedings	could	result	in	liability	that,	to	the	extent	not	covered	by	our	insurance,	
could	have	an	adverse	effect	on	our	business,	financial	condition	and	results	of	operations.	See	“Item	3—Legal	
Proceedings.”

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Risks	relating	to	our	indebtedness

Our	indebtedness	may	affect	our	ability	to	operate	our	business,	which	could	have	a	material	adverse	effect	on	
our	financial	condition	and	results	of	operations.	We	and	our	subsidiaries	may	incur	additional	indebtedness,	
including	secured	indebtedness.

As	of	December	31,	2020,	we	had	total	debt	outstanding	of	approximately	$3.9	billion	and	borrowing	

availability	of	$749.8	million	under	our	revolving	credit	facility.

Our	indebtedness	could	have	important	consequences,	such	as:

• limiting	our	ability	to	obtain	additional	financing	to	fund	working	capital	needs,	acquisitions,	capital	

expenditures,	or	other	debt	service	requirements	or	for	other	purposes;

• limiting	our	ability	to	use	operating	cash	flow	to	pursue	acquisitions	or	invest	in	other	areas,	such	as	

developing	new	brands,	products,	or	exploiting	business	opportunities;

• restricting	our	business	operations	due	to	financial	and	operating	covenants	in	the	agreements	

governing	our	and	certain	of	our	subsidiaries’	existing	and	future	indebtedness,	including	certain	
covenants	that	restrict	the	ability	of	our	subsidiaries	to	pay	dividends	or	make	other	distributions	to	us;	
and

• exposing	us	to	potential	events	of	default	(if	not	cured	or	waived)	under	financial	and	operating	

covenants	contained	in	our	or	our	subsidiaries’	debt	instruments	that	could	have	a	material	adverse	
effect	on	our	business,	financial	condition	and	operating	results.

Although	the	terms	of	our	credit	agreement	and	the	indentures	related	to	our	senior	notes	contain	

restrictions	on	the	incurrence	of	additional	indebtedness,	these	restrictions	are	subject	to	a	number	of	
qualifications	and	exceptions,	and	additional	indebtedness	incurred	in	compliance	with	these	restrictions	could	
be	significant.	If	new	debt	is	added	to	our	and	our	subsidiaries’	current	debt	levels,	the	risks	described	above	
could	increase.

We	may	not	be	able	to	generate	sufficient	cash	to	service	all	of	our	indebtedness	and	may	be	forced	to	take	
other	actions	to	satisfy	our	obligations	under	our	indebtedness	that	may	not	be	successful.

Our	ability	to	satisfy	our	debt	obligations	will	depend	upon,	among	other	things:

• our	future	financial	and	operating	performance,	which	will	be	affected	by	prevailing	economic	

conditions	and	financial,	business,	regulatory,	and	other	factors,	many	of	which	are	beyond	our	control;	
and

• our	future	ability	to	borrow	under	our	revolving	credit	facility,	the	availability	of	which	will	depend	on,	
among	other	things,	our	complying	with	the	covenants	in	the	then-existing	agreements	governing	our	
indebtedness.

There	can	be	no	assurance	that	our	business	will	generate	sufficient	cash	flow	from	operations,	or	that	we	
will	be	able	to	draw	under	our	revolving	credit	facility	or	otherwise,	in	an	amount	sufficient	to	fund	our	liquidity	
needs.

If	our	cash	flows	and	capital	resources	are	insufficient	to	service	our	indebtedness,	we	may	be	forced	to	

reduce	or	delay	capital	expenditures,	sell	assets,	seek	additional	capital	or	restructure	or	refinance	our	
indebtedness.	These	alternative	measures	may	not	be	successful	and	may	not	permit	us	to	meet	our	scheduled	
debt	service	obligations.	Our	ability	to	restructure	or	refinance	our	debt	will	depend	on	the	condition	of	the	
capital	markets	and	our	financial	condition	at	such	time.	Any	refinancing	of	our	debt	could	be	at	higher	interest	
rates	and	may	require	us	to	comply	with	more	onerous	covenants,	which	could	further	restrict	our	business	
operations.	In	addition,	the	terms	of	existing	or	future	debt	agreements	may	restrict	us	from	adopting	some	of	
these	alternatives.

Variable	rate	indebtedness	that	we	have	incurred	or	may	incur	under	our	credit	agreement	will	subject	us	to	
interest	rate	risk,	which	could	cause	our	debt	service	obligations	to	increase	significantly.

We	currently	have	$425	million	of	indebtedness	outstanding	under	our	term	loan	and	no	outstanding	
borrowings	under	our	revolving	credit	agreement.	Borrowings	under	term	loan	are,	and	any	borrowings	under	

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the	revolving	credit	facility	will	be,	at	variable	rates	of	interest.	Indebtedness	that	bears	interest	at	variable	rates	
exposes	us	to	interest	rate	risk.	See	“Item	7A—Quantitative	and	Qualitative	Disclosures	About	Market	Risk—
Interest	Rate	Risk.”

Exchange	of	the	exchangeable	notes	may	dilute	the	ownership	interests	of	existing	stockholders	or	may	
otherwise	depress	the	price	of	our	common	stock.

We	are	obligated	as	a	guarantor	under	the	indentures	relating	to	the	exchangeable	notes.	The	exchange	of	

some	or	all	of	the	exchangeable	notes	may	dilute	the	ownership	interests	of	our	stockholders	to	the	extent	we	
deliver	shares	of	our	common	stock	upon	exchange.	While	the	exchangeable	note	hedges	are	expected	to	
reduce	the	potential	dilutive	effect	on	our	common	stock	upon	any	exchange	and/or	offset	any	cash	payment	
the	issuers	of	the	exchangeable	notes	would	be	required	to	make	in	excess	of	the	principal	amount	of	the	
exchanged	notes,	the	warrants	have	a	dilutive	effect	to	the	extent	that	the	market	price	per	share	of	our	
common	stock	exceeds	the	strike	price	of	the	warrants.	Any	sales	in	the	public	market	of	our	common	stock	
issuable	upon	such	exchange	could	adversely	affect	prevailing	market	prices	of	our	common	stock.	In	addition,	
the	existence	of	the	exchangeable	notes	may	encourage	short	selling	of	our	common	stock	by	market	
participants	because	the	exchange	of	the	exchangeable	notes	could	be	used	to	satisfy	short	positions.	In	
addition,	the	anticipated	exchange	of	the	exchangeable	notes	could	depress	the	price	of	our	common	stock.

Risks	relating	to	the	Separation

We	may	be	unable	to	achieve	some	or	all	of	the	benefits	that	we	expect	to	achieve	through	the	Separation.

We	believe	that	the	intended	strategic	and	financial	benefits	of	the	Separation	should	be	achieved.	

However,	there	can	be	no	assurance	of	this	or	that	we	will	be	able	to	attract	transaction	partners	using	our	
capital	stock	as	acquisition	currency	and	that	analysts	and	investors	will	regard	our	new	corporate	structure	as	
more	clear	and	simple	than	our	former	corporate	structure.

If	the	transactions	effected	in	connection	with	the	Separation	were	to	fail	to	qualify	as	generally	tax-free	for	
U.S.	federal	income	tax	purposes,	we	and	our	stockholders	could	suffer	material	adverse	consequences.

Following	the	completion	of	the	Separation	and	the	merger	of	Former	Match	Group	into	a	wholly-owned	

subsidiary	(“Merger	Sub”)	of	Former	IAC	(the	“Merger”),	Former	Match	Group’s	successor	became	a	wholly-
owned	subsidiary	of	Match	Group	and	most	of	Former	IAC’s	existing	other	subsidiaries	came	to	be	held	under	a	
separate	public	company.	Former	IAC	and	IAC	received	opinions	from	outside	counsel	that	the	Separation	and	
related	transactions	taken	together,	and	the	Merger,	were	tax-free	for	U.S.	federal	income	tax	purposes.	These	
opinions	were	based	upon	and	rely	on	various	facts	and	assumptions,	as	well	as	certain	representations	and	
undertakings	of	Former	IAC,	Former	Match	Group,	IAC,	and	Match	Group,	including	relating	to	the	past	and	
future	conduct	of	Former	IAC,	Former	Match	Group,	IAC,	and	Match	Group.	If	any	of	these	representations	or	
undertakings	is,	or	becomes,	inaccurate	or	incomplete,	or	if	any	of	the	representations	or	covenants	contained	in	
any	of	the	transaction-related	agreements	or	in	any	document	relating	to	the	opinions	of	counsel	is,	or	becomes,	
inaccurate	or	is	not	complied	with	by	Former	IAC,	Former	Match	Group,	IAC,	Match	Group,	or	any	of	their	
respective	subsidiaries,	the	opinions	of	counsel	may	be	invalid	and	the	conclusions	reached	therein	could	be	
jeopardized.

Notwithstanding	receipt	of	the	opinions	of	counsel	regarding	the	transactions,	the	U.S.	Internal	Revenue	
Service	(“IRS”)	could	determine	that	some	or	all	of	the	transactions	effected	in	connection	with	the	Separation	
should	be	treated	as	taxable	for	U.S.	federal	income	tax	purposes	if	it	determines	that	any	of	the	
representations,	assumptions	or	undertakings	upon	which	the	opinions	of	counsel	were	based	are	inaccurate	or	
have	not	been	complied	with.	Moreover,	even	if	the	foregoing	representations,	assumptions	or	undertakings	are	
accurate	and	have	been	complied	with,	the	opinions	of	counsel	merely	represent	the	judgment	of	such	counsel	
and	are	not	binding	on	the	IRS	or	any	court,	and	the	IRS	or	a	court	may	disagree	with	the	conclusions	in	the	
opinions	of	counsel.	Accordingly,	there	can	be	no	assurance	that	the	IRS	will	not	assert	that	the	transactions	
effected	in	connection	with	the	Separation	do	not	qualify	for	tax-free	treatment	for	U.S.	federal	income	tax	
purposes	or	that	a	court	would	not	sustain	such	a	challenge.	In	the	event	the	IRS	were	to	prevail	with	such	a	
challenge,	parties	to	the	Separation,	including	Match	Group	could	be	subject	to	tax	with	respect	to	the	
Separation.

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For	example,	if	the	transactions	effected	in	connection	with	the	Separation	were	to	fail	to	qualify	as	a	
transaction	that	is	generally	tax-free	for	U.S.	federal	income	tax	purposes	under	Sections	355	and	368(a)(1)(D)	of	
the	Internal	Revenue	Code	of	1986	(as	amended,	the	“Code”),	in	general,	for	U.S.	federal	income	tax	purposes,	
we	would	recognize	a	taxable	gain	as	if	the	distribution	of	New	IAC	stock	in	connection	with	the	Separation	had	
been	sold	in	a	taxable	sale	for	its	fair	market	value.	Even	if	the	transactions	effected	in	connection	with	the	
Separation	were	to	otherwise	qualify	as	a	tax-free	transaction	under	Sections	355	and	368(a)(1)(D)	of	the	Code,	
taxable	gain	may	be	triggered	under	Section	355(e)	of	the	Code	if	the	transactions	effected	in	connection	with	
the	Separation	were,	or	later	transactions	are,	deemed	to	be	part	of	a	plan	(or	series	of	related	transactions)	
pursuant	to	which	one	or	more	persons	acquire,	directly	or	indirectly,	shares	representing	a	50	percent	or	
greater	interest	(by	vote	or	value)	in	us	or	IAC.	For	this	purpose,	any	acquisitions	of	(i)	Former	IAC	stock	or	
Former	Match	Group	stock	before	the	Separation	or	(ii)	IAC	stock	or	Match	Group	stock	within	the	period	
beginning	two	years	before	the	Separation	and	ending	two	years	after	the	Separation	are	presumed	to	be	part	of	
such	a	plan,	although	we	or	IAC	may	be	able	to	rebut	that	presumption.

In	addition	to	potential	tax	liabilities	relating	to	Former	Match	Group,	we	and	our	subsidiaries	could	be	
liable	to	satisfy	any	tax	liabilities	relating	to	Former	IAC	or	IAC	with	respect	to	the	Separation	if	their	tax-free	
treatment	for	U.S.	federal	income	tax	purposes	were	successfully	challenged	by	the	IRS.	While,	in	some	cases,	
IAC	may	be	obligated	under	the	Tax	Matters	Agreement	to	indemnify	us	for	some	or	all	of	such	taxes,	even	in	
those	cases,	there	is	no	assurance	that	they	will	in	fact	indemnify	us.

In	addition,	if	the	Merger	were	determined	to	be	taxable	for	U.S.	federal	income	tax	purposes,	we	would	

be	subject	to	tax	on	the	transfer	of	the	assets	of	Former	Match	to	Merger	Sub.	If	we	or	our	subsidiaries	were	
required	to	pay	taxes	imposed	on	us	with	respect	to	the	Separation,	our	cash	flows	would	be	adversely	affected.

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

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

However,	under	current	U.S.	federal	income	tax	law,	a	distribution	that	otherwise	qualifies	for	tax-free	
treatment	can	be	rendered	taxable	to	the	distributing	corporation	and	its	stockholders	as	a	result	of	certain	
post-distribution	transactions,	including	certain	acquisitions	of	shares	or	assets	of	both	the	distributing	
corporation	and	the	corporation	the	stock	of	which	is	distributed.	To	preserve	the	tax-free	treatment	of	the	
transactions	effected	in	connection	with	the	Separation,	the	Tax	Matters	Agreement	imposes	certain	restrictions	
on	us	and	our	subsidiaries	during	the	two-year	period	following	the	Separation.	Except	in	specific	circumstances,	
we	are	generally	restricted	from	(1)	ceasing	to	actively	conduct	certain	of	our	businesses;	(2)	entering	into	
certain	transactions	or	series	of	transactions	pursuant	to	which	all	or	a	portion	of	our	shares	of	common	stock	
would	be	acquired,	whether	by	merger	or	otherwise;	(3)	liquidating	or	merging	or	consolidating	with	any	other	
person;	(4)	issuing	equity	securities	beyond	certain	thresholds;	(5)	repurchasing	shares	of	our	common	stock,	
other	than	in	certain	open-market	transactions;	or	(6)	taking	or	failing	to	take	any	other	action	that	would	cause	
the	transactions	effected	in	connection	with	the	Separation	to	fail	to	qualify	as	a	transaction	that	is	generally	tax-
free	for	U.S.	federal	income	tax	purposes	under	Sections	355	and	368(a)(1)(D)	of	the	Code.	These	restrictions	
may	limit	our	ability	to	pursue	certain	equity	issuances,	strategic	transactions,	repurchases	or	other	transactions	
that	we	may	otherwise	believe	to	be	in	the	best	interests	of	our	stockholders	or	that	might	increase	the	value	of	
our	business.

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

Certain	of	our	directors	and	executive	officers	and	directors	of	IAC	own	both	Match	Group	common	stock	
and	IAC	common	stock.	This	ownership	overlap	could	create,	or	appear	to	create,	potential	conflicts	of	interest	
when	Match	Group’s	directors	and	IAC’s	executive	officers	and	directors	face	decisions	that	could	have	different	
implications	for	Match	Group	and	IAC.	For	example,	potential	conflicts	of	interest	could	arise	in	connection	with	
the	resolution	of	any	dispute	between	Match	Group	and	IAC	regarding	the	terms	of	the	agreements	governing	
the	Separation	and	the	relationship	between	Match	Group	and	IAC	thereafter.	Potential	conflicts	of	interest	
could	also	arise	if	Match	Group	and	IAC	enter	into	any	commercial	arrangements	in	the	future.

In	addition,	Joseph	Levin	serves	as	the	executive	chairman	of	our	board	of	directors,	while	also	serving	as	
the	Chief	Executive	Officer	and	a	director	of	IAC,	Glenn	H.	Schiffman	serves	as	a	director	of	Match	Group	while	
also	serving	as	an	executive	officer	of	IAC,	and	Alan	G.	Spoon	serves	as	a	director	of	each	of	Match	Group	and	
IAC.	We	believe	that	having	a	limited	number	of	senior	IAC	management	members	serve	on	our	Board	for	a	

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transitional	period	will	be	beneficial	to	us.	However,	the	fact	that	Messrs.	Levin,	Schiffman,	and	Spoon	hold	
positions	with	both	Match	Group	and	IAC	could	create,	or	appear	to	create,	potential	conflicts	of	interest	for	
each	of	them	when	facing	decisions	that	may	affect	both	Match	Group	and	IAC,	and	each	of	them	also	faces	
conflicts	of	interest	with	regard	to	the	allocation	of	his	time	between	Match	Group	and	IAC.

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

Our	certificate	of	incorporation	includes	a	“corporate	opportunity”	provision	in	which	Match	Group	and	its	
affiliates	renounce	any	interests	or	expectancy	in	corporate	opportunities	which	become	known	to	any	of	Match	
Group’s	directors	or	officers	who	are	also	officers	or	directors	of	IAC.

Generally,	Match	Group’s	officers	or	directors	who	are	also	IAC’s	officers	or	directors	will	not	be	liable	to	
Match	Group	or	its	stockholders	for	breach	of	any	fiduciary	duty	because	such	person	fails	to	communicate	or	
offer	to	Match	Group	a	corporate	opportunity	that	has	been	communicated	or	offered	to	IAC,	that	may	also	be	a	
corporate	opportunity	of	Match	Group	or	because	such	person	communicates	or	offers	to	IAC	any	corporate	
opportunity	that	may	also	be	a	corporate	opportunity	of	Match	Group.	In	order	for	any	Match	Group	director	or	
officer	who	is	also	an	IAC	director	or	officer	not	to	be	liable	to	Match	Group	or	its	stockholders,	such	opportunity	
cannot	become	known	to	the	officer	or	director	in	his	or	her	capacity	as	a	Match	Group	director	or	officer	and	
cannot	be	presented	to	any	party	other	than	IAC.	In	addition,	such	officer	or	director	cannot	pursue	such	
opportunity	in	his	or	her	individual	capacity.	The	corporate	opportunity	provision	may	exacerbate	conflicts	of	
interest	between	Match	Group	and	IAC	because	the	provision	effectively	permits	any	of	Match	Group’s	directors	
or	officers	who	also	serve	as	an	officer	or	director	of	IAC	to	choose	to	direct	a	corporate	opportunity	to	IAC	
instead	of	to	Match	Group.

Risks	relating	to	ownership	of	our	common	stock

You	may	experience	dilution	due	to	the	issuance	of	additional	securities	in	the	future.	

Our	dilutive	securities	consist	of	vested	and	unvested	options	to	purchase	shares	of	our	common	stock,	

restricted	stock	unit	awards,	equity	awards	denominated	in	the	equity	of	our	non-public	subsidiaries	but	
settleable	in	shares	of	our	common	stock,	the	exchangeable	notes	and	the	exchangeable	note	warrants.

These	dilutive	securities	are	reflected	in	our	dilutive	earnings	per	share	calculation	contained	in	our	
financial	statements	for	fiscal	years	ended	December	31,	2020,	2019	and	2018.	For	more	information,	see	“Note	
10—Earnings	per	Share”	to	the	consolidated	financial	statements	included	in	“Part	II,	Item	8—Consolidated	
Financial	Statements	and	Supplementary	Data.”	Intra-quarter	movements	in	our	stock	price,	could	lead	to	more	
or	less	dilution	than	reflected	in	these	calculations.

We	do	not	expect	to	declare	any	regular	cash	dividends	in	the	foreseeable	future.

We	have	no	current	plans	to	pay	cash	dividends	on	our	common	stock.	Instead,	we	anticipate	that	all	of	our	

future	earnings	will	be	retained	to	support	our	operations	and	to	finance	the	growth	and	development	of	our	
business.	We	are	not	obligated	to	pay	dividends	on	our	common	stock.	Consequently,	investors	may	need	to	rely	
on	sales	of	their	common	stock	after	price	appreciation,	which	may	never	occur,	as	the	only	way	to	realize	any	
future	gains	on	their	investment.	Investors	seeking	regular	cash	dividends	should	not	purchase	our	common	
stock.

Provisions	in	our	certificate	of	incorporation	and	bylaws	or	Delaware	law	may	discourage,	delay,	or	prevent	a	
change	of	control	of	our	company	or	changes	in	our	management	and,	therefore,	depress	the	trading	price	of	
our	common	stock.

Delaware	corporate	law	and	our	certificate	of	incorporation	and	bylaws	contain	provisions	that	could	

discourage,	delay	or	prevent	a	change	in	control	of	our	company	or	changes	in	our	management	that	the	
stockholders	of	our	company	may	deem	advantageous,	including	provisions	which:

• authorize	the	issuance	of	“blank	check”	preferred	stock	that	our	board	of	directors	could	issue	to	

increase	the	number	of	outstanding	shares	and	to	discourage	a	takeover	attempt;

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• establish	a	classified	board	of	directors,	as	a	result	of	which	our	board	is	divided	into	three	classes,	with	
each	class	serving	for	staggered	three-year	terms,	which	prevents	stockholders	from	electing	an	entirely	
new	board	of	directors	at	an	annual	meeting;

• prohibit	stockholder	action	by	written	consent,	thereby	requiring	all	actions	to	be	taken	at	a	meeting	of	

the	stockholders;

• eliminate	the	ability	of	our	stockholders	to	call	special	meetings	of	stockholders;

• provide	that	certain	litigation	against	us	can	be	brought	only	in	Delaware	(subject	to	certain	

exceptions);	and

• provide	that	the	board	of	directors	is	expressly	authorized	to	make,	alter,	or	repeal	our	bylaws.

Any	provision	of	our	certificate	of	incorporation,	our	bylaws	or	Delaware	law	that	has	the	effect	of	delaying	

or	deterring	a	change	in	control	could	limit	the	opportunity	for	our	stockholders	to	receive	a	premium	for	their	
shares	of	our	common	stock,	and	could	also	affect	the	price	that	some	investors	are	willing	to	pay	for	our	
common	stock.

Item	1B.	Unresolved	Staff	Comments

None.

Item	2.	Properties

Match	Group	believes	that	the	facilities	for	its	management	and	operations	are	generally	adequate	for	its	

current	and	near-term	future	needs.	Match	Group’s	facilities,	most	of	which	are	leased	in	various	cities	in	the	
United	States	and	abroad,	generally	consist	of	executive	and	administrative	offices	and	data	centers.	We	also	
believe	that,	if	we	require	additional	space,	we	will	be	able	to	lease	additional	facilities	on	commercially	
reasonable	terms.

Item	3.	Legal	Proceedings

Overview

We	are,	and	from	time	to	time	may	become,	involved	in	various	legal	proceedings	arising	in	the	normal	

course	of	our	business	activities,	such	as	patent	infringement	claims,	trademark	oppositions,	and	consumer	or	
advertising	complaints,	as	well	as	stockholder	derivative	actions,	class	action	lawsuits,	and	other	matters.	The	
amounts	that	may	be	recovered	in	such	matters	may	be	subject	to	insurance	coverage.	The	litigation	matters	
described	below	involve	issues	or	claims	that	may	be	of	particular	interest	to	our	stockholders,	regardless	of	
whether	any	of	these	matters	may	be	material	to	our	financial	position	or	operations	based	upon	the	standard	
set	forth	in	the	SEC’s	rules.

Pursuant	to	the	Transaction	Agreement,	we	have	agreed	to	indemnify	IAC	for	matters	relating	to	any	
business	of	Former	Match	Group,	including	indemnifying	IAC	for	costs	related	to	the	matters	described	below	
other	than	the	matter	described	under	the	heading	“Newman	Derivative	and	Stockholder	Class	Action	Regarding	
Separation	Transaction”.

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.

Consumer	Class	Action	Litigation	Challenging	Tinder’s	Age-Tiered	Pricing

On	May	28,	2015,	a	putative	state-wide	class	action	was	filed	against	Tinder	in	state	court	in	California.	See	
Allan	Candelore	v.	Tinder,	Inc.,	No.	BC583162	(Superior	Court	of	California,	County	of	Los	Angeles).	The	complaint	
principally	alleged	that	Tinder	violated	California’s	Unruh	Civil	Rights	Act	by	offering	and	charging	users	age	30	
and	over	a	higher	price	than	younger	users	for	subscriptions	to	its	premium	Tinder	Plus	service.	The	complaint	
sought	certification	of	a	class	of	California	Tinder	Plus	subscribers	age	30	and	over	and	damages	in	an	
unspecified	amount.	On	December	29,	2015,	in	accordance	with	a	prior	ruling	sustaining	Tinder’s	demurrer,	the	
court	entered	judgment	dismissing	the	action.	On	January	29,	2018,	the	California	Court	of	Appeal	(Second	
Appellate	District,	Division	Three)	issued	an	opinion	reversing	the	judgment	of	dismissal.	On	May	9,	2018,	the	

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California	Supreme	Court	denied	Tinder’s	petition	seeking	interlocutory	review	of	the	Court	of	Appeal’s	decision	
and	the	case	was	returned	to	the	trial	court	for	further	proceedings.

In	a	related	development,	on	June	21,	2019,	in	a	substantially	similar	putative	class	action	asserting	the	

same	substantive	claims	and	pending	in	federal	district	court	in	California,	the	court	entered	judgment	granting	
final	approval	of	a	class-wide	settlement,	the	terms	of	which	are	not	material	to	the	Company.	See	Lisa	Kim	v.	
Tinder,	Inc.,	No.	18-cv-3093	(Central	District	of	California).	Because	the	approved	settlement	class	in	Kim	
subsumes	the	proposed	settlement	class	in	Candelore,	the	judgment	in	Kim	would	effectively	render	Candelore	a	
single-plaintiff	lawsuit.	Accordingly,	on	July	11,	2019,	two	objectors	to	the	Kim	settlement,	represented	by	the	
plaintiff’s	counsel	in	Candelore,	filed	a	notice	of	appeal	from	the	Kim	judgment	with	the	U.S.	Court	of	Appeals	for	
the	Ninth	Circuit.	Oral	argument	on	the	appeal	occurred	on	January	15,	2021.

On	November	13,	2019,	the	trial	court	in	Candelore	issued	an	order	staying	the	class	claims	in	the	case	
pending	the	Ninth	Circuit’s	decision	on	the	Kim	appeal.	We	believe	that	the	allegations	in	the	Candelore	lawsuit	
are	without	merit	and	will	continue	to	defend	vigorously	against	it.

Tinder	Optionholder	Litigation	Against	Former	Match	Group	and	Match	Group

On	August	14,	2018,	ten	then-current	and	former	employees	of	Match	Group,	LLC	or	Tinder,	Inc.	(“Tinder”),	
a	former	subsidiary	of	Former	Match	Group,	filed	a	lawsuit	in	New	York	state	court	against	Former	Match	Group	
and	Match	Group.	See	Sean	Rad	et	al.	v.	IAC/InterActiveCorp	and	Match	Group,	Inc.,	No.	654038/2018	(Supreme	
Court,	New	York	County).	The	complaint	alleges	that	in	2017,	the	defendants:	(i)	wrongfully	interfered	with	a	
contractually	established	process	for	the	independent	valuation	of	Tinder	by	certain	investment	banks,	resulting	
in	a	substantial	undervaluation	of	Tinder	and	a	consequent	underpayment	to	the	plaintiffs	upon	exercise	of	their	
Tinder	stock	options,	and	(ii)	then	wrongfully	merged	Tinder	into	Former	Match	Group,	thereby	depriving	certain	
of	the	plaintiffs	of	their	contractual	right	to	later	valuations	of	Tinder	on	a	stand-alone	basis.	The	complaint	
asserts	claims	for	breach	of	contract,	breach	of	the	implied	covenant	of	good	faith	and	fair	dealing,	unjust	
enrichment,	interference	with	contractual	relations	(as	against	Former	Match	Group	only),	and	interference	with	
prospective	economic	advantage,	and	seeks	compensatory	damages	in	the	amount	of	at	least	$2	billion,	as	well	
as	punitive	damages.	On	August	31,	2018,	four	plaintiffs	who	were	still	employed	by	Former	Match	Group	filed	a	
notice	of	discontinuance	of	their	claims	without	prejudice,	leaving	the	six	former	employees	as	the	remaining	
plaintiffs.	On	June	13,	2019,	the	court	issued	a	decision	and	order	granting	defendants’	motion	to	dismiss	the	
claims	for	breach	of	the	implied	covenant	of	good	faith	and	fair	dealing	and	for	unjust	enrichments,	as	well	as	
the	merger-related	claim	for	breach	of	contract	as	to	two	of	the	remaining	six	plaintiffs,	and	otherwise	denying	
defendants’	motion	to	dismiss.	On	July	13,	2020,	the	four	former	plaintiffs	filed	arbitration	demands	with	the	
American	Arbitration	Association	asserting	the	same	valuation	claims	and	on	September	3,	2020,	the	four	
arbitrations	were	consolidated.	The	four	former	plaintiffs’	request	to	stay	the	arbitration	was	denied	on	January	
28,	2021,	and	arbitration	is	scheduled	to	begin	on	February	7,	2022.	On	November	17,	2020,	the	defendants’	
motion	to	stay	the	trial	in	Rad	was	denied.	Trial	has	been	scheduled	for	November	2021.	We	believe	that	the	
allegations	against	Former	Match	Group	and	Match	Group	in	this	lawsuit	are	without	merit	and	will	continue	to	
defend	vigorously	against	them.

FTC	Lawsuit	Against	Former	Match	Group

On	September	25,	2019,	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	October	9,	2020,	the	court	granted	the	Company’s	motion	to	stay	the	case	until	the	United	
States	Supreme	Court	issues	a	decision	in	the	consolidated	appeal	of	Federal	Trade	Commission	v.	Credit	Bureau	
Center,	LLC	and	AMG	Capital	Management,	LLC	v.	FTC.	We	believe	that	the	FTC’s	claims	regarding	Match.com’s	
practices,	policies,	and	procedures	are	without	merit	and	will	defend	vigorously	against	them.

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Securities	Class	Action	Lawsuit	Against	Former	Match	Group

On	October	3,	2019,	a	Former	Match	Group	shareholder	filed	a	securities	class	action	lawsuit	in	federal	
district	court	in	Texas	against	Former	Match	Group,	its	Chief	Executive	Officer,	and	its	Chief	Financial	Officer,	on	
behalf	of	a	class	of	acquirers	of	Former	Match	Group	securities	between	August	6,	2019	and	September	25,	
2019.	See	Phillip	R.	Crutchfield	v.	Match	Group,	Inc.,	Amanda	W.	Ginsberg,	and	Gary	Swidler,	No.	3:19-cv-02356-
C	(Northern	District	of	Texas).	Invoking	the	allegations	in	the	FTC	lawsuit	described	above,	the	complaint	alleges	
(i)	that	defendants	failed	to	disclose	to	investors	that	Former	Match	Group	induced	customers	to	buy	and	
upgrade	subscriptions	using	misleading	advertisements,	that	Former	Match	Group	made	it	difficult	for	
customers	to	cancel	their	subscriptions,	and	that,	as	a	result,	Former	Match	Group	was	likely	to	be	subject	to	
regulatory	scrutiny;	(ii)	that	Former	Match	Group	lacked	adequate	disclosure	controls	and	procedures;	and	(iii)	
that,	as	a	result	of	the	foregoing,	defendants’	positive	statements	about	Former	Match	Group’s	business,	
operations,	and	prospects,	were	materially	misleading	and/or	lacked	a	reasonable	basis.	We	believe	that	the	
allegations	in	this	lawsuit	are	without	merit	and	will	defend	vigorously	against	them.

Derivative	Complaint	against	Former	Match	Group

On	February	28,	2020,	a	Former	Match	Group	shareholder	filed	a	shareholder	derivative	complaint	in	
federal	district	court	in	Delaware	against	Former	Match	Group	and	its	board	of	directors	seeking	to	recover	
unspecified	monetary	damages	on	behalf	of	the	Company	and	require	the	Company	to	implement	and	maintain	
unspecified	internal	controls	and	corporate	governance	practices	and	procedures.	See	Michael	Rubin	et	al.	v.	
Match	Group,	Inc.	et	al.,	Case	No.	1:20-cv-00299	(District	of	Delaware).	Invoking	the	allegations	of	the	FTC	
lawsuit	and	Crutchfield	securities	class	action	lawsuit	described	above,	the	complaint	alleges	that	the	defendants	
caused	or	failed	to	prevent	the	alleged	issues	giving	rise	to	the	FTC	complaint,	received	or	approved	
compensation	tied	to	the	alleged	wrongful	conduct	and	sold	Former	Match	Group	stock	with	inside	knowledge	
of	the	purported	conduct.	The	parties	filed	a	proposed	stipulation	and	order	staying	the	case	until	the	motion	to	
dismiss	is	decided	in	the	Crutchfield	litigation.	The	court	granted	the	stay	on	April	9,	2020.

House	Oversight	Committee	Investigation	of	Online	Dating

On	January	30,	2020,	Former	Match	Group	received	a	letter	from	the	House	of	Representatives’	

Subcommittee	on	Economic	and	Consumer	Policy	(the	“Oversight	Committee”)	regarding	its	inquiry	into	
underage	use	of	online	dating	services	and	efforts	by	those	services	to	remove	registered	sex	offenders	from	
their	platforms.	The	Oversight	Committee	is	also	inquiring	under	what	circumstances	online	dating	services	
share	or	sell	sensitive	user	information	with	third	parties.	The	Company	is	cooperating	with	the	investigation.

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	has	commenced	an	inquiry	examining	Tinder’s	compliance	with	the	EU’s	General	Data	Protection	
Regulation,	focusing	on	Tinder’s	processes	for	handling	access	and	deletion	requests	and	Tinder’s	user	data	
retention	policies.	We	are	fully	cooperating	with	the	DPC	in	connection	with	this	inquiry.

Newman	Derivative	and	Stockholder	Class	Action	Regarding	Separation	Transaction

On	June	24,	2020,	a	Former	Match	Group	shareholder	filed	a	complaint	in	the	Delaware	Court	of	Chancery	

against	Former	Match	Group	and	its	board	of	directors,	as	well	as	Match	Group,	IAC	Holdings,	Inc.,	and	Barry	
Diller	seeking	to	recover	unspecified	monetary	damages	on	behalf	of	the	Company	and	directly	as	a	result	of	his	
ownership	of	Former	Match	Group	stock	in	relation	to	the	separation	of	Former	Match	Group	from	its	former	
majority	shareholder,	Match	Group.	See	David	Newman	et	al.	v.	IAC/Interactive	Corp.	et	al.,	C.A.	No.	2020-0505-
MTZ	(Delaware	Court	of	Chancery).	The	complaint	alleges	that	that	the	special	committee	established	by	Former	
Match	Group’s	board	of	directors	to	negotiate	with	Match	Group	regarding	the	separation	transaction	was	not	
sufficiently	independent	of	control	from	Match	Group	and	Mr.	Diller	and	that	Former	Match	Group	board	
members	failed	to	adequately	protect	Former	Match	Group’s	interest	in	negotiating	the	separation	transaction,	
which	resulted	in	a	transaction	that	was	unfair	to	Former	Match	Group	and	its	shareholders.	We	believe	that	the	
allegations	in	this	lawsuit	are	without	merit	and	will	defend	vigorously	against	it.

Item	4.	Mine	Safety	Disclosure

Not	applicable.

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PART	II

Item	5.				Market	for	Registrant’s	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	
Securities

Market	for	Registrant’s	Common	Equity	and	Related	Stockholder	Matters

Our	common	stock	is	quoted	on	the	Nasdaq	Global	Select	Market	(“NASDAQ”)	under	the	ticker	symbol	

“MTCH.”

As	of	January	31,	2020,	there	were	1,028	holders	of	record	of	the	Company’s	common	stock.	Because	the	

substantial	majority	of	the	outstanding	shares	of	our	common	stock	are	held	by	brokers	and	other	institutions	on	
behalf	of	shareholders,	we	are	not	able	to	estimate	the	total	number	of	beneficial	shareholders	represented	by	
these	record	holders.

Stock	Performance	Graph

The	following	graph	compares	the	cumulative	total	return	(assuming	dividend	reinvestment,	as	applicable)	

of	Match	Group	common	stock	(including	such	cumulative	total	return	of	Former	Match	Group	common	stock	
for	the	period	prior	to,	and	adjusted	for,	the	separation	of	Match	Group	and	IAC),	the	NASDAQ	Composite	index,	
the	Russell	1000	Technology	Index,	and	the	Standard	&	Poor’s	500	Stock	Index,	in	each	case,	based	on	$100	
invested	at	the	close	of	trading	on	December	31,	2015	through	December	31,	2020.	In	accordance	with	
applicable	SEC	rules,	Match	Group	presents	the	cumulative	return	of	peer	issuers.	Match	Group	has	selected	the	
NASDAQ	Composite	Index	and	the	Russell	1000	Technology	Index	as	its	peer	issuers	because	they	both	include	
companies	engaged	in	many	of	the	same	businesses	as	Match	Group.	The	returns	shown	are	based	on	historical	
results	and	are	not	intended	to	suggest	future	performance.

COMPARISON	OF	CUMULATIVE	TOTAL	RETURN
Match	Group,	Inc.	Common	Stock
Among	Match	Group,	Inc.,	the	NASDAQ	Composite	Index,
the	Russell	1000	Technology	Index,	and	the	S&P	500	Index

12/31/2015

12/31/2016

12/31/2017

12/31/2018

12/31/2019

12/31/2020

Match	Group,	Inc.

$100.00

$126.20

$231.07

$332.08

$637.52 $1,115.79

NASDAQ	Composite	Index	

$100.00

$108.97

$141.36

$137.39

$187.87

$272.51

Russell	1000	Technology	Index

$100.00

$114.08

$157.89

$155.99

$229.64

$336.89

S&P	500	Index

$100.00

$111.95

$136.38

$130.39

$171.44

$202.96

Item	6.				Reserved

Not	applicable.

30

Match Group, Inc.NASDAQ Composite IndexRussell 1000 Technology IndexS&P 500 Index12/31/201512/31/201612/31/201712/31/201812/31/201912/31/2020$0$200$400$600$800$1,000$1,200Table	of	Contents

Item	7.				Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

Separation

On	June	30,	2020,	the	companies	formerly	known	as	Match	Group,	Inc.	(referred	to	as	“Former	Match	
Group”)	and	IAC/InterActiveCorp	(referred	to	as	“Former	IAC”)	completed	the	separation	of	the	Company	from	
IAC	through	a	series	of	transactions	that	resulted	in	two,	separate	public	companies—(1)	Match	Group,	which	
consists	of	the	businesses	of	Former	Match	Group	and	certain	financing	subsidiaries	previously	owned	by	Former	
IAC,	and	(2)	IAC,	consisting	of	Former	IAC’s	businesses	other	than	Match	Group	(the	“Separation”).	As	part	of	the	
Separation,	Former	Match	Group	merged	with	and	into	Match	Group	Holdings	II,	LLC	(“MG	Holdings	II”),	an	
indirect	wholly-owned	subsidiary	of	Match	Group,	with	MG	Holdings	II	surviving	the	merger	as	an	indirect	
wholly-owned	subsidiary	of	Match	Group.	As	a	result	of	the	Separation,	the	operations	of	Former	IAC	businesses	
other	than	Match	Group	are	presented	as	discontinued	operations.

For	additional	information	relating	to	the	Separation	and	the	related	transactions	and	agreements,	see	

“Part	I—Item	1—Business—Separation	of	Match	Group	and	IAC”	and	“Part	I—Item	1—Business—Relationship	
with	IAC	after	the	Separation.”

Other	2020	Developments

On	February	11,	2020,	MG	Holdings	II	completed	a	private	offering	of	$500	million	aggregate	principal	
amount	of	4.125%	Senior	Notes.	The	proceeds	from	these	notes	were	used	to	pay	expenses	associated	with	the	
offering	and	to	fund	a	portion	of	the	cash	consideration	of	$3.00	per	Former	Match	Group	common	share	in	
connection	with	the	Separation.

On	February	13,	2020,	the	Credit	Facility	was	amended	to,	among	other	things,	increase	the	available	
borrowing	capacity	to	$750	million,	reduce	interest	rate	margins	by	0.125%,	and	extend	its	maturity	to	February	
13,	2025.	Additionally,	on	February	13,	2020,	the	Term	Loan	was	amended	to	reprice	the	outstanding	balance	to	
LIBOR	plus	1.75%	and	extend	its	maturity	to	February	13,	2027.

On	May	19,	2020,	MG	Holdings	II	completed	a	private	offering	of	$500	million	aggregate	principal	amount	

of	4.625%	Senior	Notes.	The	proceeds	from	these	notes	were	used	to	redeem	the	outstanding	6.375%	Senior	
Notes,	for	general	corporate	purposes,	and	to	pay	expenses	associated	with	the	offering.

In	July	2020,	in	connection	with	the	Separation,	the	sale	of	17.3	million	newly	issued	shares	of	Match	

Group	common	stock	was	completed	by	IAC.	The	proceeds	of	$1.4	billion,	net	of	associated	fees,	were	
transferred	directly	to	IAC	pursuant	to	the	terms	of	the	Transaction	Agreement.

Key	Terms:

Operating	metrics:

• North	America	-	consists	of	the	financial	results	and	metrics	associated	with	users	located	in	the	

United	States	and	Canada.

•

•

•

•

•

•

International	-	consists	of	the	financial	results	and	metrics	associated	with	users	located	outside	of	the	
United	States	and	Canada.

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

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

Subscribers	-	are	users	who	purchase	a	subscription	to	one	of	our	products.	Users	who	purchase	only	à	
la	carte	features	are	not	included	in	Subscribers.

Average	Subscribers	-	is	the	number	of	Subscribers	at	the	end	of	each	day	in	the	relevant	
measurement	period	divided	by	the	number	of	calendar	days	in	that	period.

Average	Revenue	per	Subscriber	(“ARPU”)	-	is	Direct	Revenue	from	Subscribers	in	the	relevant	
measurement	period	(whether	in	the	form	of	subscription	or	à	la	carte	revenue)	divided	by	the	
Average	Subscribers	in	such	period	and	further	divided	by	the	number	of	calendar	days	in	such	period.	

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Direct	Revenue	from	users	who	are	not	Subscribers	and	have	purchased	only	à	la	carte	features	is	not	
included	in	ARPU.

Operating	costs	and	expenses:

•

•

•

•

•

Cost	of	revenue	-	consists	primarily	of	the	amortization	of	in-app	purchase	fees,	compensation	
expense	(including	stock-based	compensation	expense)	and	other	employee-related	costs	for	
personnel	engaged	in	data	center	and	customer	care	functions,	credit	card	processing	fees,	hosting	
fees,	live	video	costs,	and	data	center	rent,	energy,	and	bandwidth	costs.	In-app	purchase	fees	are	
monies	paid	to	Apple	and	Google	in	connection	with	the	processing	of	in-app	purchases	of	
subscriptions	and	product	features	through	the	in-app	payment	systems	provided	by	Apple	and	
Google.	

Selling	and	marketing	expense	-	consists	primarily	of	advertising	expenditures	and	compensation	
expense	(including	stock-based	compensation	expense)	and	other	employee-related	costs	for	
personnel	engaged	in	selling	and	marketing,	and	sales	support	functions.	Advertising	expenditures	
includes	online	marketing,	including	fees	paid	to	search	engines	and	social	media	sites,	offline	
marketing	(which	is	primarily	television	advertising),	and	payments	to	partners	that	direct	traffic	to	our	
brands.	

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

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

Acquisition-related	contingent	consideration	fair	value	adjustments	-	relate	to	the	portion	of	the	
purchase	price	of	certain	acquisitions	that	is	contingent	upon	the	financial	performance	and/or	
operating	metric	targets	of	the	acquired	company.	The	fair	value	of	the	liability	is	estimated	at	the	
date	of	acquisition	and	adjusted	each	reporting	period	until	the	liability	is	settled.	Significant	changes	
in	forecasted	earnings	and/or	operating	metrics	for	the	acquired	company	will	result	in	a	significantly	
higher	or	lower	fair	value	measurement.	The	changes	in	the	estimated	fair	value	of	the	contingent	
consideration	arrangements	during	each	reporting	period,	including	the	accretion	of	the	discount	if	the	
arrangement	is	longer	than	one	year,	are	recognized	in	“General	and	administrative	expense”	in	the	
accompanying	consolidated	statement	of	operations.

Long-term	debt:

•

•

•

Credit	Facility	-	The	revolving	credit	facility	of	MG	Holdings	II.	At	December	31,	2019,	$500	million	was	
available	under	the	Credit	Facility.	On	February	13,	2020,	the	Credit	Facility	was	amended	to,	among	
other	things,	increase	the	available	borrowing	capacity	from	$500	million	to	$750	million,	reduce	
interest	rate	margins	by	0.125%,	and	extend	its	maturity	from	December	7,	2023	to	February	13,	2025.	
At	December	31,	2020,	the	Company	had	letters	of	credit	of	$0.2	million	outstanding	and	therefore	
$749.8	million	was	available	under	the	Credit	Facility.

Term	Loan	-	MG	Holdings	II’s	term	loan.	At	December	31,	2019,	the	Term	Loan	bore	interest	at	LIBOR	
plus	2.50%	and	the	then	applicable	rate	was	4.44%.	On	February	13,	2020,	the	Term	Loan	was	
amended	to	reprice	the	outstanding	balance	to	LIBOR	plus	1.75%	and	extend	its	maturity	from	
November	16,	2022	to	February	13,	2027.	At	December	31,	2020,	the	applicable	interest	rate	was	
1.96%	and	$425	million	was	outstanding.

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

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•

•

•

•

•

•

•

5.00%	Senior	Notes	-	MG	Holdings	II’s	5.00%	Senior	Notes	due	December	15,	2027,	with	interest	
payable	each	June	15	and	December	15,	which	were	issued	on	December	4,	2017.	At	December	31,	
2020,	$450	million	aggregate	principal	amount	was	outstanding.

5.625%	Senior	Notes	-	MG	Holdings	II’s	5.625%	Senior	Notes	due	February	15,	2029,	with	interest	
payable	each	February	15	and	August	15,	which	were	issued	on	February	15,	2019.	At	December	31,	
2020,	$350	million	aggregate	principal	amount	was	outstanding.

4.125%	Senior	Notes	-	MG	Holdings	II’s	4.125%	Senior	Notes	due	August	1,	2030,	with	interest	payable	
each	February	1	and	August	1,	which	were	issued	on	February	11,	2020.	The	proceeds	were	used	to	
pay	expenses	associated	with	the	offering	and	fund	a	portion	of	the	$3.00	per	common	share	of	
Former	Match	Group	that	was	payable	in	connection	with	the	Separation.	At	December	31,	2020,	$500	
million	aggregate	principal	amount	was	outstanding.

4.625%	Senior	Notes	-	MG	Holdings	II’s	4.625%	Senior	Notes	due	June	1,	2028,	with	interest	payable	
each	June	1	and	December	1,	which	were	issued	on	May	19,	2020.	The	proceeds	were	used	to	redeem	
the	outstanding	6.375%	Senior	Notes,	for	general	corporate	purposes,	and	to	pay	expenses	associated	
with	the	offering.	At	December	31,	2020,	$500	million	aggregate	principal	amount	was	outstanding.

2022	Exchangeable	Notes	-	During	the	third	quarter	of	2017,	Match	Group	FinanceCo,	Inc.,	a	
subsidiary	of	the	Company,	issued	$517.5	million	aggregate	principal	amount	of	0.875%	Exchangeable	
Senior	Notes	due	October	1,	2022,	which	are	exchangeable	into	shares	of	the	Company's	common	
stock.	Interest	is	payable	each	April	1	and	October	1.	The	outstanding	balance	of	the	2022	
Exchangeable	Notes	at	December	31,	2020	was	$517.5	million.

2026	Exchangeable	Notes	-	During	the	second	quarter	of	2019,	Match	Group	FinanceCo	2,	Inc.,	a	
subsidiary	of	the	Company,	issued	$575.0	million	aggregate	principal	amount	of	0.875%	Exchangeable	
Senior	Notes	due	June	15,	2026,	which	are	exchangeable	into	shares	of	the	Company's	common	stock.	
Interest	is	payable	each	June	15	and	December	15.	The	outstanding	balance	of	the	2026	Exchangeable	
Notes	at	December	31,	2020	was	$575	million.

2030	Exchangeable	Notes	-	During	the	second	quarter	of	2019,	Match	Group	FinanceCo	3,	Inc.,	a	
subsidiary	of	the	Company,	issued	$575.0	million	aggregate	principal	amount	of	2.00%	Exchangeable	
Senior	Notes	due	January	15,	2030,	which	are	exchangeable	into	shares	of	the	Company's	common	
stock.	Interest	is	payable	each	January	15	and	July	15.	The	outstanding	balance	of	the	2030	
Exchangeable	Notes	at	December	31,	2020	was	$575	million.

Non-GAAP	financial	measure:

•

Adjusted	Earnings	Before	Interest,	Taxes,	Depreciation	and	Amortization	(“Adjusted	EBITDA”)	-	is	a	
Non-GAAP	financial	measure.	See	“Principles	of	Financial	Reporting”	for	the	definition	of	Adjusted	
EBITDA	and	a	reconciliation	of	net	earnings	attributable	to	Match	Group,	Inc.	shareholders	to	
operating	income	and	Adjusted	EBITDA.

MANAGEMENT	OVERVIEW

Match	Group,	Inc.,	through	its	portfolio	companies,	is	a	leading	provider	of	dating	products	available	
globally.	Our	portfolio	of	brands	includes	Tinder®,	Match®,	Meetic®,	OkCupid®,	Hinge®,	Pairs™,	PlentyOfFish®,	and	
OurTime®,	as	well	as	a	number	of	other	brands,	each	designed	to	increase	our	users’	likelihood	of	finding	a	
meaningful	connection.	Through	our	portfolio	companies	and	their	trusted	brands,	we	provide	tailored	products	
to	meet	the	varying	preferences	of	our	users.	Our	products	are	available	in	over	40	languages	to	our	users	all	
over	the	world.

Sources	of	Revenue

All	our	products	provide	the	use	of	certain	features	for	free,	and	then	offer	a	variety	of	additional	features	

to	Subscribers.	Our	revenue	is	primarily	derived	directly	from	users	in	the	form	of	recurring	subscription	fees.

Subscription	revenue	is	presented	net	of	credits	and	credit	card	chargebacks.	Subscribers	pay	in	advance,	
primarily	by	using	a	credit	card	or	through	mobile	app	stores,	and,	subject	to	certain	conditions	identified	in	our	
terms	and	conditions,	all	purchases	are	final	and	nonrefundable.	Fees	collected,	or	contractually	due,	in	advance	

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for	subscriptions	are	deferred	and	recognized	as	revenue	using	the	straight-line	method	over	the	term	of	the	
applicable	subscription	period,	which	primarily	ranges	from	one	to	six	months,	and	corresponding	in-app	
purchase	fees	incurred	on	such	transactions,	if	any,	are	deferred	and	expensed	over	the	same	period.	We	also	
earn	revenue	from	the	purchase	of	à	la	carte	features	and	from	online	advertising.	Revenue	from	the	purchase	
of	à	la	carte	features	is	recognized	based	on	usage.	Online	advertising	revenue	is	recognized	every	time	an	ad	is	
displayed.

Trends	affecting	our	business

Over	the	last	several	years,	we	have	seen	significant	changes	in	our	business.	Tinder	has	grown	from	
incubation	to	the	largest	contributing	brand	in	our	portfolio	and	in	2020	our	other	brands	also	returned	to	
growth	in	the	aggregate.	This	in	turn	has	allowed	us	to	invest	in	or	acquire	brands	such	as	Hinge	and	Hawaya	and	
incubate	new	brands	such	as	Chispa,	BLK,	and	Upward,	where	we	see	additional	growth	opportunities.	With	our	
evolving	portfolio	of	brands,	we	have	seen	a	number	of	significant	trends	in	our	business	in	recent	years,	
including	the	following:

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

Word-of-mouth	acquisition	is	typically	a	function	of	scale	(with	larger	communities	driving	greater	numbers	of	
referrals),	youthfulness	(with	the	viral	effect	being	more	pronounced	in	younger	populations	due,	in	part,	to	a	
significantly	higher	concentration	of	single	people	in	any	given	social	circle	and	the	increased	adoption	of	social	
media	and	similar	platforms	among	such	populations),	and	monetization	rate	(with	people	generally	more	likely	
to	talk	openly	about	using	dating	products	that	are	less	heavily	monetized).	Additionally,	some,	but	not	all,	of	our	
brands	spend	meaningfully	on	paid	marketing.	Accordingly,	the	average	amount	we	spend	to	acquire	a	user	
differs	significantly	across	brands	based	in	large	part	on	each	brand’s	mix	of	paid	and	free	acquisition	channels.	
As	our	mix	has	shifted	toward	younger	users,	our	mix	of	acquisition	channels	has	shifted	toward	lower	cost	
channels,	driving	a	decline	over	the	past	several	years	in	the	average	amount	we	spend	to	acquire	a	new	user	
across	our	portfolio.	As	a	percentage	of	revenue,	our	costs	of	acquiring	users	have	declined.

Changing	paid	acquisition	dynamics.		Even	as	our	acquisition	of	lower	cost	users	increases,	paid	
acquisition	of	users	remains	an	important	driver	of	our	business.	The	channels	through	which	we	market	our	
brands	are	always	evolving,	but	we	are	currently	in	a	period	of	rapid	change	as	TV	and	video	consumption	
patterns	evolve	and	internet	consumption	occurs	regularly	on	mobile	devices.	As	we	adapt	our	paid	marketing	
activities	to	maximize	user	engagement	with	our	brands,	we	may	increase	our	use	of	paid	advertising	at	brands	
where	we	traditionally	relied	on	word-of-mouth	engagement	to	leverage	these	shifts	in	media	consumption	
patterns	and	fuel	international	growth.	Other	brands	in	our	portfolio	may	reduce	paid	marketing	activities	to	
reflect	the	change	in	audience	engagement.

In-App	Purchase	Fees.		Purchases	made	by	our	customers	through	mobile	applications,	as	opposed	to	

desktop	or	mobile	web,	continue	to	increase.	Purchases	processed	through	the	in-app	payments	systems	
provided	by	the	Apple	App	Store	and	Google	Play	Store	are	subject	to	in-app	purchase	fees,	which	are	generally	
30%	of	the	purchase	price.	As	a	result,	the	percentage	of	our	revenues	paid	to	Apple	and	Google	continues	to	be	
a	significant	expense.	In	2019,	Tinder	began	offering	subscribers	an	alternative	payment	method	to	Google’s	in-
app	payment	system	similar	to	the	payment	alternatives	other	brands	in	our	portfolio	have	historically	offered	to	
subscribers	through	mobile	apps	on	Android.	Google	has	announced	that	beginning	in	September	2021,	all	
purchases	will	be	required	to	be	processed	through	the	Google	Play	Store	and	subject	to	in-app	purchase	fees.	
To	the	extent	that	app	stores	fee	change,	or	the	mix	of	our	revenue	generated	through	app	stores	shifts,	our	
results,	in	particular	our	profit	measures,	could	be	impacted.

Increase	in	acceptance	and	growth	of	dating	products	globally.		Over	the	past	decade,	there	has	been	

meaningful	growth	in	dating	product	usage	in	North	America	and	Western	Europe,	and	we	see	the	potential	for	
similar	growth	in	the	rest	of	the	world	in	the	years	ahead.	As	more	internet-connected	singles	utilize	online	
dating	products	and	the	stigma	around	dating	continues	to	erode,	we	believe	that	there	is	potential	for	
accelerating	growth	in	the	use	of	dating	products	globally.

Impacts	of	the	Coronavirus.	When	the	novel	coronavirus	(“COVID-19”)	first	hit	Western	Europe	and	then	

certain	major	metropolitan	centers	in	the	U.S.	in	the	Spring	of	2020,	particularly	New	York	City,	engagement	
(messages	sent,	daily	active	users,	Swipes®	on	Tinder)	increased	significantly,	but	subscribers	who	purchase	a	
subscription	for	the	first	time	(“first-time	subscribers”)	declined	at	most	of	our	brands	as	meeting	in	person	was	
restricted.	Over	the	summer,	as	users	began	to	meet	outdoors	first-time	subscribers	increased	to	above	pre-

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COVID-19	levels.	Since	the	end	of	the	summer,	the	resurgence	of	COVID-19	lockdowns	has	once	again	negatively	
impacted	first-time	subscriber	trends,	though	not	as	severely	as	in	the	spring	of	2020.

Other	factors	affecting	the	comparability	of	our	results

Advertising	spend.		Our	advertising	spend,	which	is	included	in	our	selling	and	marketing	expense,	has	
consistently	been	one	of	our	larger	operating	expenses.	How	we	deploy	our	advertising	spend	varies	among	
brands,	with	the	majority	of	our	advertising	spend	taking	place	online,	including	search	engines,	social	media	
sites,	streaming	services	and	influencers.	Additionally,	some	brands	utilize	television	and	out-of-home	marketing	
campaigns,	such	as	on	outdoor	billboards.	For	established	brands,	we	seek	to	optimize	for	total	return	on	
advertising	spend	by	frequently	analyzing	and	adjusting	spend	to	focus	on	marketing	channels	and	markets	that	
generate	returns	above	our	thresholds.	Our	data-driven	approach	provides	us	the	flexibility	to	scale	and	optimize	
our	advertising	spend.	We	spend	advertising	dollars	against	an	expected	lifetime	value	of	a	Subscriber	that	is	
realized	over	a	multi-year	period;	and	while	this	advertising	spend	is	intended	to	be	profitable	on	that	basis,	it	is	
nearly	always	negative	during	the	period	in	which	the	expense	is	incurred.	For	newer	brands	that	are	gaining	
scale,	or	existing	brands	that	are	expanding	into	new	geographies,	we	may	make	incremental	advertising	
investments	to	establish	the	brand	before	optimizing	monetization	of	the	brand.	In	general,	our	more	
established	brands	spend	a	higher	proportion	of	their	revenue	on	advertising	while	our	newer	brands	spend	a	
lower	proportion	and	tend	to	rely	more	on	word	of	mouth	and	other	viral	marketing.	Additionally,	advertising	
spend	is	typically	higher	during	the	first	quarter	of	our	fiscal	year,	and	lower	during	the	fourth	quarter.	See	
“Seasonality”	below.	We	increased	our	advertising	spend	as	advertising	rates	declined	during	the	COVID-19	
outbreak.

Seasonality.		Historically,	our	business	has	experienced	seasonal	fluctuations	in	quarterly	operating	results,	

particularly	with	respect	to	our	profit	measurements.	This	is	driven	primarily	by	a	higher	concentration	of	
advertising	spend	in	the	first	quarter,	when	advertising	prices	tend	to	be	the	lowest	and	demand	for	our	
products	tends	to	be	highest,	and	a	lower	concentration	of	advertising	spend	in	the	fourth	quarter,	when	
advertising	costs	tend	to	be	highest	and	demand	for	our	products	tends	to	be	lowest.	Seasonality	is	not	
consistent	across	our	brands,	with	brands	targeted	at	older	users	generally	showing	more	seasonality	than	
brands	targeted	at	younger	users.

International	markets.		Our	products	are	available	across	the	world.	Our	international	revenue	

represented	53%	of	our	total	revenue	for	both	of	the	years	ended	December	31,	2020	and	2019.	We	vary	our	
pricing	to	align	with	local	market	conditions	and	our	international	businesses	typically	earn	revenue	in	local	
currencies.	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.

2020	Consolidated	Results

In	2020,	revenue,	operating	income	and	Adjusted	EBITDA	grew	17%,	16%	and	15%,	respectively.	Revenue	

growth	was	primarily	due	to	strong	growth	at	Tinder	and	additional	contributions	from	Hinge,	Pairs,	and	
PlentyOfFish.	The	growth	in	operating	income	and	Adjusted	EBITDA	was	due	to	the	higher	revenue	and	lower	
selling	and	marketing	expense	as	a	percentage	of	revenue	due	to	the	continued	product	mix	shift	toward	brands	
with	lower	marketing	spend	as	a	percentage	of	revenue.	Operating	income	and	Adjusted	EBTIDA	were	also	
impacted	by	an	increase	in	cost	of	revenue	expense	primarily	due	to	higher	in-app	purchase	fees	as	a	result	of	
growing	revenue	sourced	through	mobile	app	stores,	increased	web	operation	costs,	and	live	video	costs.

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Table	of	Contents

Results	of	Operations	for	the	years	ended	December	31,	2020,	2019	and	2018

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

and	Supplementary	Data.”

Revenue

2020

Change

%	Change

2019

Change

%	Change

2018

Years	Ended	December	31,

(Amounts	in	thousands,	except	ARPU)

Direct	Revenue:

North	America

International

Total	Direct	Revenue

	 2,344,724	

Indirect	Revenue

46,545	

$	1,185,307	 $	 161,146	

	 1,159,417	

176,404	

337,550	

2,461	

Total	Revenue

$	2,391,269	 $	 340,011	

Direct	Revenue

Tinder

Other	brands

$	1,355,400	 $	 203,355	

989,324	

134,195	

Total	Direct	Revenue

$	2,344,724	 $	 337,550	

Percentage	of	Total	Revenue:

Direct	Revenue:

North	America

International

Total	Direct	Revenue

Indirect	Revenue

Total	Revenue

Average	Subscribers:

North	America

International

Total

50%

48%

98%

2%

100%

4,858	

5,572	

10,430	

304	

843	

1,147	

(Change	calculated	using	non-rounded	numbers)

ARPU:

North	America

International

Total

$	

$	

$	

0.65	

0.56	

0.60	 $	

0.02	

16%

18%

17%

6%

17%

18%

16%

17%

7%

18%

12%

7%

—%

3%

$	1,024,161	 $	 121,683	

983,013	

	 2,007,174	

208,320	

330,003	

13%

27%

20%

$	 902,478	

774,693	

	 1,677,171	

44,084	

(8,595)	

(16)%

52,679	

$	2,051,258	 $	 321,408	

19%

$	 1,729,850	

$	1,152,045	 $	 346,729	

855,129	

(16,726)	

$	2,007,174	 $	 330,003	

43%

(2)%

20%

$	 805,316	

871,855	

$	 1,677,171	

50%

48%

98%

2%

100%

4,554	

4,729	

9,283	

393	

1,017	

1,410	

$	

$	

$	

0.61	

0.56	

0.58	 $	

0.01	

9%

27%

18%

4%

—%

2%

52%

45%

97%

3%

100%

4,161	

3,712	

7,873	

$	

$	

$	

0.59	

0.56	

0.57	

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

International	Direct	Revenue	grew	$176.4	million,	or	18%,	in	2020	versus	2019,	driven	by	18%	growth	in	

Average	Subscribers.	North	America	Direct	Revenue	grew	$161.1	million,	or	16%,	in	2020	versus	2019,	driven	by	
7%	growth	in	Average	Subscribers,	a	7%	increase	in	ARPU,	and	growth	of	non-subscriber	live	streaming	video	
revenue	at	PlentyOfFish.

Growth	in	International	and	North	America	Average	Subscribers	was	primarily	driven	by	Tinder.	Hinge,	BLK	
and	Chispa	also	contributed	to	North	America	Average	Subscriber	growth	and	Pairs	contributed	to	International	
Average	Subscriber	growth.	North	America	ARPU	increased	primarily	due	to	increases	in	à	la	carte	purchases	at	
Tinder	and	PlentyOfFish	and	optimized	subscription	pricing	at	Hinge.

36

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

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

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

International	Direct	Revenue	grew	$208.3	million,	or	27%,	in	2019	versus	2018,	driven	by	27%	growth	in	

Average	Subscribers.	North	America	Direct	Revenue	grew	$121.7	million,	or	13%,	in	2019	versus	2018,	driven	by	
9%	growth	in	Average	Subscribers,	and	a	4%	increase	in	ARPU.

Growth	in	International	and	North	America	Average	Subscribers	was	primarily	driven	by	Tinder.	Hinge	and	

Pairs	also	contributed	to	subscriber	growth	in	North	America	and	International,	respectively.	North	America	
ARPU	increased	primarily	due	to	increases	in	ARPU	at	Tinder	as	Subscribers	purchased	premium	subscriptions,	
such	as	Tinder	Gold,	as	well	as	additional	à	la	carte	features.	International	ARPU	was	unfavorably	impacted	by	
the	strength	of	the	U.S.	dollar	relative	to	the	Euro,	British	pound	(“GBP”),	and	certain	other	currencies.

Indirect	Revenue	decreased	$8.6	million	primarily	due	to	lower	impressions	and	a	lower	price	per	

impression	received	from	an	advertising	network	provider.	

Cost	of	revenue	(exclusive	of	depreciation)

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

Cost	of	revenue
Percentage	of	revenue

$635,833
27%

$108,649

21%

(Dollars	in	thousands)
$527,184
26%

$117,184

29%

$410,000
24%

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

Cost	of	revenue	increased	due	to	an	increase	in	in-app	purchase	fees	of	$50.0	million,	as	revenue	continues	
to	be	increasingly	sourced	through	mobile	app	stores;	an	increase	in	hosting	fees	of	$24.0	million;	an	increase	of	
$17.9	million	in	partner	related	costs	associated	with	our	live	video	streaming;	and	an	increase	in	compensation	
expense	of	$11.5	million	related	to	increased	headcount	and	other	operating	costs	in	customer	care.

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

Cost	of	revenue	increased	due	to	an	increase	in	in-app	purchase	fees	of	$80.1	million,	as	revenue	

continues	to	be	increasingly	sourced	through	mobile	app	stores;	an	increase	in	hosting	fees	of	$21.9	million;	and	
an	increase	in	compensation	expense	of	$11.2	million	related	to	increased	headcount	and	other	operating	costs	
in	customer	care.

Selling	and	marketing	expense

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

(Dollars	in	thousands)

Selling	and	marketing	

expense

Percentage	of	revenue

$479,907
20%

$52,467

12%

$427,440
21%

$7,486

2%

$419,954
24%

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

Selling	and	marketing	expense	increased	primarily	due	to	higher	marketing	spend	at	multiple	brands,	and	

an	increase	in	compensation	expense	of	$5.7	million.	Selling	and	marketing	expense	continued	to	decline	as	a	
percentage	of	revenue	as	we	continue	to	generate	revenue	growth	from	brands	with	relatively	lower	marketing	
expense.

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Table	of	Contents

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

Selling	and	marketing	expense	increased	primarily	due	to	increases	in	spending	at	Tinder,	Hinge,	and	Pairs,	

partially	offset	by	decreases	at	Meetic,	Match,	and	PlentyOfFish.	Selling	and	marketing	expense	declined	as	a	
percentage	of	revenue	as	we	continue	to	generate	revenue	growth	from	brands	with	relatively	lower	marketing	
expense.

General	and	administrative	expense

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

(Dollars	in	thousands)

General	and	administrative	

expense

Percentage	of	revenue

$311,207
13%

$55,069

21%

$256,138
12%

$73,886

41%

$182,252
11%

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

General	and	administrative	expense	increased	primarily	due	to	an	increase	in	compensation	of	$39.3	
million	primarily	related	to	an	increase	in	headcount	and	an	increase	in	stock-based	compensation	expense	
resulting	from	a	modification	charge	in	2020;	an	increase	of	$6.7	million	for	non-income	taxes,	primarily	digital	
services	taxes;	and	an	increase	of	$6.4	million	in	legal	expenses.

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

General	and	administrative	expense	increased	primarily	due	to	an	increase	of	$38.1	million	in	legal	fees;	an	

increase	in	compensation	of	$19.0	million	primarily	related	to	stock-based	compensation	expense	due	to	new	
equity	awards	made	since	the	prior	year	period,	modification	charges	during	2019,	and	an	increase	in	
headcount;	and	an	increase	of	$4.7	million	for	non-income	taxes	that	includes	the	recently	enacted	French	
Digital	Services	Tax,	which	was	made	effective	retroactively	to	January	1,	2019.

Product	development	expense

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

(Dollars	in	thousands)

Product	development	

expense

Percentage	of	revenue

$169,811
7%

$17,851

12%

$151,960
7%

$19,930

15%

$132,030
8%

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

Product	development	expense	increased	primarily	as	a	result	of	an	increase	of	$18.7	million	in	

compensation	primarily	due	to	increased	headcount	at	Tinder.

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

Product	development	expense	increased	primarily	as	a	result	of	an	increase	of	$18.6	million	in	

compensation,	including	an	increase	of	$10.3	million	in	stock-based	compensation	expense	primarily	due	to	the	
vesting	of	certain	awards	for	which	the	market	condition	was	met,	and	increased	headcount	at	Tinder.

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Table	of	Contents

Depreciation

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

Depreciation	
Percentage	of	revenue

$41,271
2%

$6,916

20%

(Dollars	in	thousands)
$34,355
2%

$(472)

(1)%

$34,827
2%

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

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

service.

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

Depreciation	decreased	primarily	due	to	certain	internally	developed	software	becoming	fully	depreciated,	

partially	offset	by	increased	depreciation	related	to	leasehold	improvements.

Operating	Income	and	Adjusted	EBITDA

2020

$	Change

Years	Ended	December	31,
2019

%	Change

$	Change

%	Change

2018

(Dollars	in	thousands)

Operating	income
Percentage	of	revenue

Adjusted	EBITDA
Percentage	of	revenue

$745,715
31%

$896,779
38%

$100,261

16%

$118,519

15%

$645,454
31%

$778,260
38%

$95,985

17%

$126,295

19%

$549,469
32%

$651,965
38%

For	a	reconciliation	of	net	earnings	attributable	to	Match	Group,	Inc.	shareholders	to	operating	income	and	

Adjusted	EBITDA,	see	“Principles	of	Financial	Reporting.”

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

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

At	December	31,	2020,	there	was	$142.5	million	of	unrecognized	compensation	cost,	net	of	estimated	
forfeitures,	related	to	all	equity-based	awards,	which	is	expected	to	be	recognized	over	a	weighted	average	
period	of	approximately	2.3	years.

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

Operating	income	and	Adjusted	EBITDA	increased	17%	to	$96.0	million	and	19%	to	$126.3	million,	
respectively,	primarily	as	a	result	of	the	increase	in	revenue	of	$321.4	million	and	lower	selling	and	marketing	
expense	as	a	percentage	of	revenue	due	to	the	ongoing	product	mix	shift	toward	brands	with	lower	marketing	
spend	as	a	percentage	of	revenue,	partially	offset	by	an	increase	in	cost	of	revenue	due	to	higher	in-app	
purchase	fees	and	an	increase	in	legal	fees.	Operating	income	was	also	impacted	by	higher	stock-based	
compensation	expense	as	a	percentage	of	revenue	and	an	increase	in	amortization	due	to	the	impairment	of	the	
Match	brand	in	the	UK,	resulting	in	decreased	growth	compared	to	Adjusted	EBITDA.

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Table	of	Contents

Interest	expense

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

(Dollars	in	thousands)

Interest	expense

$174,791

$34,221

24%

$140,570

$46,002

49%

$94,568

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

Interest	expense	increased	primarily	due	to	the	issuance	of	the	4.125%	Senior	Notes	on	February	11,	2020	

and	the	issuance	of	the	4.625%	Senior	Notes	on	May	19,	2020.	Additionally,	the	2026	and	2030	Senior	
Exchangeable	Notes	were	outstanding	for	the	entire	year.	Partially	offsetting	these	increases	were	decreases	
due	to	the	redemption	of	the	6.375%	Senior	Notes	during	2020	and	a	lower	LIBOR	rate	on	the	Term	Loan.

For	the	year	ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018

Interest	expense	increased	primarily	due	to	the	issuance	of	the	5.625%	Senior	Notes	in	February	2019.	

Additionally,	the	interest	rate	on	the	Term	Loan,	which	is	based	on	LIBOR,	was	higher	in	2019.

Other	income	(expense),	net	

Other	income	(expense),	

net

________________________

NM	=	not	meaningful

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

(Dollars	in	thousands)

$15,861

$17,887

NM

$(2,026)

$(9,536)

NM

$7,510

Other	income,	net,	in	2020	includes	a	legal	settlement	of	$35.0	million	and	interest	income	of	$2.7	million,	

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

Other	expense,	net,	in	2019	includes	a	$4.0	million	impairment	of	an	equity	investment,	expense	of	$1.7	

million	related	to	a	mark-to-market	adjustment	pertaining	to	a	liability	classified	equity	instrument,	and	$0.9	
million	in	net	foreign	currency	losses	in	the	period,	partially	offset	by	interest	income	of	$4.4	million.

Other	income,	net	in	2018	includes	$5.3	million	in	net	foreign	currency	exchange	gains	due	primarily	to	a	
strengthening	of	the	U.S.	dollar	relative	to	the	British	Pound	in	the	period	and	$4.9	million	of	interest	income,	
partially	offset	by	$2.1	million	related	to	impairments	of	certain	equity	investments	and	$0.7	million	related	to	a	
mark-to-market	adjustment	pertaining	to	a	subsidiary	denominated	equity	instrument.

Income	tax	provision

2020

$	Change

%	Change

2019

$	Change

%	Change

2018

Years	Ended	December	31,

(Dollars	in	thousands)

Income	tax	provision
Effective	income	tax	rate

$32,874
6%

$24,649

300%

$8,225
2%

$(3,082)

(27)%

$11,307
2%

For	discussion	of	income	taxes,	see	“Note	3—Income	Taxes”	to	the	consolidated	financial	statements	

included	in	“Item	8—Consolidated	Financial	Statements	and	Supplementary	Data.”

For	the	years	ended	December	31,	2020,	2019,	and	2018,	the	Company	recorded	an	income	tax	provision	
of	$32.9	million,	$8.2	million,	and	$11.3	million,	respectively,	representing	an	effective	tax	rate	of	6%,	2%,	and	
2%,	respectively,	which	is	lower	than	the	U.S.	statutory	rate	of	21%	due	primarily	to	excess	tax	benefits	
generated	by	(i)	the	exercise	and	vesting	of	stock-based	awards	and	(ii)	research	credits.	In	2020,	these	benefits	
were	partially	offset	by	an	increase	in	the	valuation	allowance	for	foreign	tax	credits.

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On	March	27,	2020,	the	Coronavirus	Aid,	Relief	and	Economic	Security	Act	(the	“CARES	Act”)	was	enacted	

to	respond	to	economic	challenges	due	to	COVID-19.	The	CARES	Act	provided	Match	Group	accelerated	
depreciation	deductions	and	a	relaxation	of	limitations	on	interest	expense	deductions,	both	of	which	impact	the	
timing	of	the	realizability	of	our	federal	and	state	net	operating	loss	deferred	tax	assets.	The	CARES	Act	did	not	
have	a	material	impact	on	our	income	tax	provision	for	the	year	ended	December	31,	2020,	or	our	ability	to	
recover	our	deferred	tax	assets.

Related	party	transactions

For	discussion	of	related	party	transactions,	see	“Note	15—Related	Party	Transactions”	to	the	consolidated	

financial	statements	included	in	“Item	8—Consolidated	Financial	Statements	and	Supplementary	Data.”

41

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PRINCIPLES	OF	FINANCIAL	REPORTING

Match	Group	reports	Adjusted	EBITDA	and	Revenue	excluding	foreign	exchange	effects,	both	of	which	are	

supplemental	measures	to	U.S.	generally	accepted	accounting	principles	(“GAAP”).	Adjusted	EBITDA	is	among	
the	primary	metrics	by	which	we	evaluate	the	performance	of	our	business,	on	which	our	internal	budget	is	
based,	and	by	which	management	is	compensated.	Revenue	excluding	foreign	exchange	effects	provides	a	
comparable	framework	for	assessing	how	our	business	performed	without	the	effect	of	exchange	rate	
differences	when	compared	to	prior	periods.	We	believe	that	investors	should	have	access	to	the	same	set	of	
tools	that	we	use	in	analyzing	our	results.	These	non-GAAP	measures	should	be	considered	in	addition	to	results	
prepared	in	accordance	with	GAAP,	but	should	not	be	considered	a	substitute	for	or	superior	to	GAAP	results.	
Match	Group	endeavors	to	compensate	for	the	limitations	of	the	non-GAAP	measures	presented	by	providing	
the	comparable	GAAP	measure	with	equal	or	greater	prominence	and	descriptions	of	the	reconciling	items,	
including	quantifying	such	items,	to	derive	the	non-GAAP	measure.	We	encourage	investors	to	examine	the	
reconciling	adjustments	between	the	GAAP	and	non-GAAP	measures,	which	we	discuss	below.

Adjusted	EBITDA

Adjusted	Earnings	Before	Interest,	Taxes,	Depreciation	and	Amortization	(“Adjusted	EBITDA”)	is	defined	as	

operating	income	excluding:	(1)	stock-based	compensation	expense;	(2)	depreciation;	and	(3)	acquisition-related	
items	consisting	of	(i)	amortization	of	intangible	assets	and	impairments	of	goodwill	and	intangible	assets,	if	
applicable,	and	(ii)	gains	and	losses	recognized	on	changes	in	the	fair	value	of	contingent	consideration	
arrangements.	We	believe	this	measure	is	useful	for	analysts	and	investors	as	this	measure	allows	a	more	
meaningful	comparison	between	our	performance	and	that	of	our	competitors.	The	above	items	are	excluded	
from	our	Adjusted	EBITDA	measure	because	they	are	non-cash	in	nature.	Adjusted	EBITDA	has	certain	limitations	
because	it	excludes	the	impact	of	these	expenses.

Non-Cash	Expenses	That	Are	Excluded	From	Adjusted	EBITDA

Stock-based	compensation	expense	consists	principally	of	expense	associated	with	the	grants	of	stock	

options,	restricted	stock	units	(“RSUs”),	performance-based	RSUs,	and	market-based	awards.	These	expenses	
are	not	paid	in	cash,	and	we	include	the	related	shares	in	our	fully	diluted	shares	outstanding	using	the	treasury	
stock	method;	however,	performance-based	RSUs	and	market-based	awards	are	included	only	to	the	extent	the	
applicable	performance	or	market	condition(s)	have	been	met	(assuming	the	end	of	the	reporting	period	is	the	
end	of	the	contingency	period).	To	the	extent	that	stock-based	awards	are	settled	on	a	net	basis,	we	remit	the	
required	tax-withholding	amounts	from	our	current	funds.

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

Amortization	of	intangible	assets	and	impairments	of	goodwill	and	intangible	assets	are	non-cash	expenses	
related	primarily	to	acquisitions.	At	the	time	of	acquisition,	the	identifiable	definite-lived	intangible	assets	of	the	
acquired	company,	such	as	customer	lists,	trade	names,	and	technology,	are	valued	and	amortized	over	their	
estimated	lives.	Value	is	also	assigned	to	(i)	acquired	indefinite-lived	intangible	assets,	which	consist	of	trade	
names	and	trademarks,	and	(ii)	goodwill,	which	are	not	subject	to	amortization.	An	impairment	is	recorded	when	
the	carrying	value	of	an	intangible	asset	or	goodwill	exceeds	its	fair	value.	We	believe	that	intangible	assets	
represent	costs	incurred	by	the	acquired	company	to	build	value	prior	to	acquisition	and	the	related	
amortization	and	impairment	charges	of	intangible	assets	or	goodwill,	if	applicable,	are	not	ongoing	costs	of	
doing	business.

Gains	and	losses	recognized	on	changes	in	the	fair	value	of	contingent	consideration	arrangements	are	
accounting	adjustments	to	report	contingent	consideration	liabilities	at	fair	value.	These	adjustments	can	be	
highly	variable	and	are	excluded	from	our	assessment	of	performance	because	they	are	considered	non-
operational	in	nature	and,	therefore,	are	not	indicative	of	current	or	future	performance	or	the	ongoing	cost	of	
doing	business.

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The	following	table	reconciles	net	earnings	attributable	to	Match	Group,	Inc.	shareholders	to	operating	

income	and	Adjusted	EBITDA:

Net	earnings	attributable	to	Match	Group,	Inc.	shareholders
Add	back:

Net	earnings	attributable	to	noncontrolling	interests

Loss	(earnings)	from	discontinued	operations,	net	of	tax

Income	tax	provision

Other	(income)	expense,	net

Interest	expense

Operating	Income

Stock-based	compensation	expense

Depreciation

Amortization	of	intangibles
Acquisition-related	contingent	consideration	fair	value	

adjustments

Adjusted	EBITDA

Effects	of	Changes	in	Foreign	Exchange	Rates	on	Revenue

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

$	

128,561	 $	

431,131	 $	

626,961	

59,280	

366,070	

32,874	

(15,861)	

174,791	

745,715	

102,268	

41,271	

7,525	

112,689	

(49,187)	

8,225	

2,026	

140,570	

645,454	

89,724	

34,355	

8,727	

130,786	

(306,643)	

11,307	

(7,510)	

94,568	

549,469	

66,031	

34,827	

1,318	

—	

—	

320	

$	

896,779	 $	

778,260	 $	

651,965	

The	impact	of	foreign	exchange	rates	on	the	Company,	due	to	its	global	reach,	may	be	an	important	factor	
in	understanding	period	over	period	comparisons	if	movement	in	exchange	rates	is	significant.	Since	our	results	
are	reported	in	U.S.	dollars,	international	revenue	is	favorably	impacted	as	the	U.S.	dollar	weakens	relative	to	
other	currencies,	and	unfavorably	impacted	as	the	U.S.	dollar	strengthens	relative	to	other	currencies.	We	
believe	the	presentation	of	revenue	excluding	the	effects	from	foreign	exchange,	in	addition	to	reported	
revenue,	helps	improve	the	ability	to	understand	the	Company’s	performance	because	it	excludes	the	impact	of	
foreign	currency	volatility	that	is	not	indicative	of	Match	Group’s	core	operating	results.

Revenue	excluding	foreign	exchange	effects	compares	results	between	periods	as	if	exchange	rates	had	
remained	constant	period	over	period.	Revenue	excluding	foreign	exchange	effects	is	calculated	by	translating	
current	period	revenue	using	prior	period	exchange	rates.	The	percentage	change	in	revenue	excluding	foreign	
exchange	effects	is	calculated	by	determining	the	change	in	current	period	revenue	over	prior	period	revenue	
where	current	period	revenue	is	translated	using	prior	period	exchange	rates.

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The	following	tables	presents	the	impact	of	foreign	exchange	on	total	revenue,	ARPU,	and	International	

ARPU	for	the	year	ended	December	31,	2020	compared	to	the	year	ended	December	31,	2019	and	the	year	
ended	December	31,	2019	compared	to	the	year	ended	December	31,	2018:

Revenue,	as	reported

Foreign	exchange	effects

Years	Ended	December	31,

2020

$	Change

%	Change

2019

(Dollars	in	thousands,	except	ARPU)

$	2,391,269	 $	 340,011	

17%

$	2,051,258	

6,412	

Revenue	excluding	foreign	exchange	effects

$	2,397,681	 $	 346,423	

17%

$	2,051,258	

(Percentage	change	calculated	using	non-rounded	numbers)

ARPU,	as	reported

Foreign	exchange	effects

ARPU,	excluding	foreign	exchange	effects

International	ARPU,	as	reported

Foreign	exchange	effects

$	

$	

$	

International	ARPU,	excluding	foreign	exchange	effects

$	

0.60	

0.00	

0.60	

0.56	

0.00	

0.56	

3%

3%

0%

0%

$	

$	

$	

$	

0.58	

0.58	

0.56	

0.56	

Revenue,	as	reported

Foreign	exchange	effects

Years	Ended	December	31,

2019

$	Change

%	Change

2018

(Dollars	in	thousands,	except	ARPU)

$	2,051,258	 $	 321,408	

19%

$	1,729,850	

47,459	

Revenue	excluding	foreign	exchange	effects

$	2,098,717	 $	 368,867	

21%

$	1,729,850	

(Percentage	change	calculated	using	non-rounded	numbers)

ARPU,	as	reported

Foreign	exchange	effects

ARPU,	excluding	foreign	exchange	effects

International	ARPU,	as	reported
Foreign	exchange	effects

$	

$	

$	

International	ARPU,	excluding	foreign	exchange	effects

$	

0.58	

0.02	

0.60	

0.56	
0.03	

0.59	

2%

4%

—%

5%

$	

$	

$	

$	

0.57	

0.57	

0.56	

0.56	

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Financial	Position

FINANCIAL	POSITION,	LIQUIDITY	AND	CAPITAL	RESOURCES

Cash	and	cash	equivalents:

United	States

All	other	countries

					Total	cash	and	cash	equivalents

Long-term	debt,	net:

Credit	Facility	due	February	13,	2025

Term	Loan	due	February	13,	2027

6.375%	Senior	Notes

5.00%	Senior	Notes	due	December	15,	2027

4.625%	Senior	Notes	due	June	1,	2028

5.625%	Senior	Notes	due	February	15,	2029

4.125%	Senior	Notes	due	August	1,	2030

2022	Exchangeable	Notes

2026	Exchangeable	Notes

2030	Exchangeable	Notes

					Total	long-term	debt

					Less:	unamortized	original	issue	discount	and	original	issue	premium,	net

					Less:	unamortized	debt	issuance	costs

Total	long-term	debt,	net

Long-term	Debt

$	

$	

$	

December	31,	
2020

December	31,	
2019

(In	thousands)

581,038	 $	

158,126	

739,164	 $	

322,267	

143,409	

465,676	

—	 $	

425,000	

—	

450,000	

500,000	

350,000	

500,000	

517,500	

575,000	

575,000	

—	

425,000	

400,000	

450,000	

—	

350,000	

—	

517,500	

575,000	

575,000	

3,892,500	

3,292,500	

312,891	

44,903	

357,887	

44,987	

$	

3,534,706	 $	

2,889,626	

For	a	detailed	description	of	long-term	debt,	see	“Note	7—Long-term	Debt,	net”	to	the	consolidated	

financial	statements	included	in	“Item	8.	Consolidated	Financial	Statements	and	Supplementary	Data.”

Cash	Flow	Information

In	summary,	the	Company’s	cash	flows	are	as	follows:

Net	cash	provided	by	operating	activities	attributable	to	continuing	

operations

Net	cash	used	in	investing	activities	attributable	to	continuing	

operations

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

continuing	operations

2020

Years	ended	December	31,

2020

2019

2018

(In	thousands)

$	 788,552	 $	 647,989	 $	 611,455	

	 (3,922,131)	

(41,730)	

(38,204)	

	 1,787,846	

654,024	

(198,768)	

Net	cash	provided	by	operating	activities	attributable	to	continuing	operations	in	2020	includes	
adjustments	to	earnings	consisting	primarily	of	$102.3	million	of	stock-based	compensation	expense;	$44.7	
million	of	original	issue	discount	accretion	on	the	Exchangeable	Senior	Notes;	$41.3	million	of	depreciation;	$7.5	
million	of	amortization	of	intangibles;	other	adjustments	of	$26.7	million,	which	includes	a	loss	on	bond	

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redemption	of	$16.5	million;	and	deferred	income	tax	of	$5.0	million.	The	increase	in	cash	from	changes	in	
working	capital	primarily	consists	of	an	increase	from	income	taxes	payable	and	receivable	of	$16.9	million	due	
primarily	to	the	timing	of	tax	payments	and	refunds;	an	increase	in	accounts	payable	and	accrued	expenses	and	
other	current	liabilities	of	$24.2	million	due	mainly	to	the	timing	of	payments,	including	interest	payments;	and	
an	increase	in	deferred	revenue	of	$23.5	million,	due	mainly	to	growth	in	subscription	sales.	These	increases	in	
cash	were	partially	offset	by	a	decrease	related	to	an	increase	in	other	assets	of	$33.2	million	primarily	related	to	
an	increase	in	prepaid	hosting	services	and	an	increase	in	accounts	receivable	of	$24.2	million	primarily	related	
to	an	increase	in	revenue.

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

Net	cash	provided	by	financing	activities	attributable	to	continuing	operations	in	2020	is	primarily	due	to	

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

2019

Net	cash	provided	by	operating	activities	attributable	to	continuing	operations	in	2019	includes	
adjustments	to	earnings	consisting	primarily	of	$89.7	million	of	stock-based	compensation	expense,	$34.4	
million	of	depreciation,	$30.4	million	of	original	issue	discount	accretion	on	the	Exchangeable	Senior	Notes,	and	
$8.7	million	of	amortization	of	intangibles.	Partially	offsetting	these	adjustments	was	deferred	income	tax	of	
$19.6	million	primarily	related	to	net	operating	loss	created	by	settlement	of	stock-based	awards.	The	decrease	
in	cash	from	changes	in	working	capital	primarily	consists	of	an	increase	in	other	assets	of	$24.2	million	primarily	
related	to	an	increase	in	prepaid	hosting	services,	an	increase	in	accounts	receivable	of	$17.9	million	primarily	
related	to	an	increase	in	revenue,	and	a	decrease	from	income	taxes	payable	and	receivable	of	$4.2	million	due	
primarily	to	the	timing	of	tax	payments.	These	decreases	in	cash	were	partially	offset	by	an	increase	in	accounts	
payable	and	accrued	expenses	and	other	current	liabilities	of	$33.7	million	due	mainly	to	the	timing	of	
payments,	including	interest	payments;	and	an	increase	in	deferred	revenue	of	$9.5	million,	due	mainly	to	
growth	in	subscription	sales.

Net	cash	used	in	investing	activities	attributable	to	continuing	operations	in	2019	consists	primarily	of	

capital	expenditures	of	$39.0	million	that	are	primarily	related	to	internal	development	of	software	and	
computer	hardware	to	support	our	products	and	services.

Net	cash	provided	by	financing	activities	attributable	to	continuing	operations	in	2019	is	primarily	due	to	
$1.2	billion	from	the	issuance	of	the	2026	and	2030	Exchangeable	Notes;	proceeds	of	$350.0	million	from	the	
issuance	of	the	5.625%	Senior	Notes	and	proceeds	of	$40.0	million	from	borrowings	under	the	Credit	Facility.	
Partially	offsetting	these	proceeds	were	cash	payments	of	$300.0	million	for	the	repayment	of	borrowings	under	
the	Credit	Facility,	purchases	of	treasury	stock	of	$216.4	million,	$203.2	million	for	withholding	taxes	paid	on	
behalf	of	employees	for	net	settled	equity	awards,	and	$136.9	million	used	to	pay	the	net	premium	on	the	2026	
and	2030	Exchangeable	Notes	hedge	and	warrant	transactions.

2018

Net	cash	provided	by	operating	activities	attributable	to	continuing	operations	in	2018	includes	
adjustments	to	earnings	consisting	primarily	of	$66.0	million	of	stock-based	compensation	expense,	$34.8	
million	of	depreciation,	and	$1.3	million	of	amortization	of	intangibles.	Partially	offsetting	these	adjustments	was	
deferred	income	tax	of	$23.0	million	primarily	related	to	an	increase	in	tax	credit	carryforwards,	partially	offset	
by	the	utilization	of	net	operating	losses.	The	increase	in	cash	from	changes	in	working	capital	primarily	consists	
of	an	increase	in	accounts	payable	and	accrued	expenses	and	other	current	liabilities	of	$21.4	million	due	to	the	
timing	of	payments;	a	decrease	in	accounts	receivable	of	$17.3	million	primarily	related	to	an	accelerated	cash	
receipt	from	a	mobile	app	store	provider;	an	increase	in	deferred	revenue	of	$13.1	million,	due	mainly	to	growth	

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in	subscription	sales;	and	an	increase	from	income	taxes	payable	and	receivable	of	$26.9	million	due	primarily	to	
the	timing	of	tax	payments.	These	increases	in	cash	were	partially	offset	by	an	increase	in	other	assets	of	$14.6	
million	primarily	related	to	an	increase	in	capitalized	mobile	app	fees.

Net	cash	used	in	investing	activities	attributable	to	continuing	operations	in	2018	consists	primarily	of	
capital	expenditures	of	$31.4	million	that	are	primarily	related	to	computer	hardware	and	internal	development	
of	software	to	support	our	products	and	services	and	purchases	of	investments	of	$3.8	million,	partially	offset	by	
net	cash	acquired	in	a	business	combination	of	$1.1	million.

Net	cash	used	in	financing	activities	attributable	to	continuing	operations	in	2018	is	primarily	due	to	
withholding	taxes	paid	on	behalf	of	employees	for	net	settled	stock	awards	of	$207.7	million,	purchases	of	
treasury	stock	of	$133.5	million,	a	cash	dividend	of	$105.1	million,	purchases	of	non-controlling	interests	of	
$10.0	million,	and	debt	issuance	costs	of	$1.7	million.	Partially	offsetting	these	payments	were	proceeds	of	
$260.0	million	from	a	draw	on	the	Credit	Facility.

Liquidity	and	Capital	Resources

The	Company’s	principal	sources	of	liquidity	are	its	cash	flows	generated	from	operations	as	well	as	cash	
and	cash	equivalents.	At	December	31,	2020,	$749.8	million	was	available	under	the	Credit	Facility	that	expires	
on	February	13,	2025.	

The	Company	anticipates	that	it	will	need	to	make	capital	and	other	expenditures	in	connection	with	the	

development	and	expansion	of	its	operations.	The	Company	expects	that	2021	cash	capital	expenditures	will	be	
between	$80	million	and	$90	million,	an	increase	from	2020	cash	capital	expenditures	primarily	related	to	
leasehold	improvements	in	our	new	leased	New	York	office	space,	and	building	improvements	at	our	company	
owned	buildings	in	Los	Angeles.

In	February	2021,	the	Company	entered	into	a	definitive	agreement	to	acquire	Hyperconnect,	Inc.	
(“Hyperconnect”),	a	leading	social	discovery	and	video	technology	company	based	in	Seoul,	South	Korea.	The	
acquisition	is	valued	at	approximately	$1.725	billion,	subject	to	customary	adjustments	for	cash,	debt-like	items,	
and	net	working	capital	at	the	closing	of	the	acquisition.	The	Company	has	the	option	to	pay	up	to	50%	of	the	
consideration	in	common	stock	of	the	Company,	with	the	remaining	balance	of	the	consideration	paid	in	cash.	
The	Company	expects	to	fund	the	cash	portion	of	the	consideration	with	cash	on	hand	and	its	existing	revolving	
credit	facility.	The	Company	may	also	opt	to	use	additional	third-party	financing.	The	acquisition	is	anticipated	to	
close	in	the	second	quarter	of	2021,	subject	to	customary	closing	conditions	and	receipt	of	certain	regulatory	
approvals.

At	December	31,	2020,	all	of	the	Company’s	international	cash	can	be	repatriated	without	significant	tax	

consequences.

Our	indebtedness	could	limit	our	ability	to:	(i)	obtain	additional	financing	to	fund	working	capital	needs,	
acquisitions,	capital	expenditures,	debt	service,	or	other	requirements;	and	(ii)	use	operating	cash	flow	to	pursue	
acquisitions	or	invest	in	other	areas,	such	as	developing	properties	and	exploiting	business	opportunities.	The	
Company	may	need	to	raise	additional	capital	through	future	debt	or	equity	financing	to	make	additional	
acquisitions	and	investments	or	to	provide	for	greater	financial	flexibility.	Additional	financing	may	not	be	
available	on	terms	favorable	to	the	Company	or	at	all.

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CONTRACTUAL	OBLIGATIONS	AND	COMMERCIAL	COMMITMENTS

Payments	Due	by	Period

Contractual	Obligations(a)

Less	Than
1	Year

1–3
Years

3–5
Years

More	Than
5	Years

Total

Long-term	debt(b)
Operating	leases(c)
Purchase	obligation(d)
Total	contractual	obligations

(In	thousands)

$	 115,581	 $	 744,102	 $	 222,097	 $	3,714,837	 $	4,796,617	

14,806	

54,000	

22,813	

9,000	

18,172	

12,000	

62,458	

—	

118,249	

75,000	

$	 184,387	 $	 775,915	 $	 252,269	 $	3,777,295	 $	4,989,866	

_______________________________________________________________________________

(a)

The	Company	has	excluded	$41.8	million	in	unrecognized	tax	benefits	and	related	interest	from	the	
table	above	as	we	are	unable	to	make	a	reasonably	reliable	estimate	of	the	period	in	which	these	
liabilities	might	be	paid.	For	additional	information	on	income	taxes,	see	“Note	3—Income	Taxes”	to	the	
consolidated	financial	statements	included	in	“Item	8—Consolidated	Financial	Statements	and	
Supplementary	Data.”

(b) Represents	contractual	amounts	due	including	interest	on	both	fixed	and	variable	rate	instruments.	

Long-term	debt	at	December	31,	2020	consists	of	the	5.00%,	5.625%,	4.125%,	and	4.625%	Senior	Notes	
of	$450	million,	$350	million,	$500	million,	and	$500	million,	respectively,	which	bear	interest	at	fixed	
rates;	the	2022,	2026,	and	2030	Exchangeable	Notes	of	$518	million,	$575	million,	and	$575	million,	
respectively,	which	bear	interest	at	fixed	rates;	and	the	Term	Loan	balance	of	$425	million,	which	bears	
interest	at	a	variable	rate.	The	Term	Loan	bears	interest	at	LIBOR	plus	1.75%,	or	1.96%,	at	December	31,	
2020.	The	amount	of	interest	ultimately	paid	on	the	Term	Loan	may	differ	based	on	changes	in	interest	
rates	and	outstanding	balances.	For	additional	information	on	long-term	debt,	see	“Note	7—Long-term	
Debt,	net”	to	the	consolidated	financial	statements	included	in	“Item	8—Consolidated	Financial	
Statements	and	Supplementary	Data.”

(c)

(d)

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.	The	Company	is	
also	committed	to	pay	a	portion	of	the	related	operating	expenses	under	certain	lease	agreements.	
These	operating	expenses	are	not	included	in	the	table	above.	For	additional	information	on	operating	
leases,	see	“Note	13—Leases”	to	the	consolidated	financial	statements	included	in	“Item	8—
Consolidated	Financial	Statements	and	Supplementary	Data.”

The	purchase	obligations	consist	primarily	of	a	web	hosting	commitment.

We	also	had	$0.2	million	of	letters	of	credit	and	surety	bonds	outstanding	at	December	31,	2020	that	could	

potentially	require	performance	by	the	Company	in	the	event	of	demands	by	third	parties	or	other	contingent	
events.

Off-Balance	Sheet	Arrangements

Other	than	the	items	described	above,	the	Company	did	not	have	any	off-balance	sheet	arrangements	at	

December	31,	2020.

48

	
	
	
	
	
	
	
	
	
	
	
	
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CRITICAL	ACCOUNTING	POLICIES	AND	ESTIMATES

The	following	disclosure	is	provided	to	supplement	the	descriptions	of	Match	Group’s	accounting	policies	

contained	in	“Note	2—Summary	of	Significant	Accounting	Policies”	to	the	consolidated	financial	statements	
included	in	“Item	8—Consolidated	Financial	Statements	and	Supplementary	Data”	in	regard	to	significant	areas	
of	judgment.	Management	of	the	Company	is	required	to	make	certain	estimates,	judgments	and	assumptions	
during	the	preparation	of	its	consolidated	financial	statements	in	accordance	with	U.S.	generally	accepted	
accounting	principles	(“GAAP”).	These	estimates,	judgments	and	assumptions	impact	the	reported	amount	of	
assets,	liabilities,	revenue	and	expenses	and	the	related	disclosure	of	contingent	assets	and	liabilities.	Actual	
results	could	differ	from	these	estimates.	Because	of	the	size	of	the	financial	statement	elements	to	which	they	
relate,	some	of	our	accounting	policies	and	estimates	have	a	more	significant	impact	on	our	consolidated	
financial	statements	than	others.	What	follows	is	a	discussion	of	some	of	our	more	significant	accounting	policies	
and	estimates.

Business	Combinations	and	Contingent	Consideration	Arrangements

Acquisitions	have	been,	and	will	continue	to	be,	an	important	part	of	the	Company’s	growth	strategy.	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	fair	value	of	these	intangible	assets	is	based	on	valuations	that	
use	information	and	assumptions	provided	by	management.	The	excess	purchase	price	over	the	net	tangible	and	
identifiable	intangible	assets	is	recorded	as	goodwill	and	is	assigned	to	the	reporting	unit	that	is	expected	to	
benefit	from	the	combination	as	of	the	acquisition	date.

In	connection	with	certain	business	combinations	in	the	past,	the	Company	has	entered	into	contingent	
consideration	arrangements	that	are	determined	to	be	part	of	the	purchase	price.	Each	of	these	arrangements	is	
initially	recorded	at	its	fair	value	at	the	time	of	the	acquisition	and	reflected	at	current	fair	value	for	each	
subsequent	reporting	period	thereafter	until	settled.	The	contingent	consideration	arrangements	are	generally	
based	upon	earnings	performance	and/or	operating	metrics.	The	Company	determines	the	fair	value	of	the	
contingent	consideration	arrangements	by	using	probability-weighted	analyses	to	determine	the	amounts	of	the	
gross	liability,	and,	if	the	arrangement	is	long-term	in	nature,	applying	a	discount	rate	that	appropriately	
captures	the	risk	associated	with	the	obligation	to	determine	the	net	amount	reflected	in	the	consolidated	
financial	statements.	Significant	changes	in	forecasted	earnings	or	operating	metrics	would	result	in	a	
significantly	higher	or	lower	fair	value	measurement.	The	changes	in	the	remeasured	fair	value	of	the	contingent	
consideration	arrangements	during	each	reporting	period,	including	the	accretion	of	the	discount,	if	applicable,	
are	recognized	in	“General	and	administrative	expense”	in	the	accompanying	consolidated	statement	of	
operations.

Recoverability	of	Goodwill	and	Indefinite-Lived	Intangible	Assets

Goodwill	is	the	Company’s	largest	asset	with	a	carrying	value	of	$1.3	billion	and	$1.2	billion	at		

December	31,	2020	and	2019,	representing	43%	and	15%,	respectively,	of	the	Company’s	total	assets.	Indefinite-
lived	intangible	assets,	which	consist	of	the	Company’s	acquired	trade	names	and	trademarks,	have	a	carrying	
value	of	$226.6	million	and	$221.2	million	at	December	31,	2020	and	2019,	respectively.

Goodwill	and	indefinite-lived	intangible	assets	are	assessed	annually	for	impairment	as	of	October	1,	or	

more	frequently	if	an	event	occurs	or	circumstances	change	that	would	more	likely	than	not	reduce	the	fair	
value	of	a	reporting	unit	or	the	fair	value	of	an	indefinite-lived	intangible	asset	below	its	carrying	value.

In	performing	its	annual	goodwill	impairment	assessment,	the	Company	has	the	option	under	GAAP	to	

qualitatively	assess	whether	it	is	more	likely	than	not	that	the	fair	value	of	a	reporting	unit	is	less	than	its	
carrying	value;	if	the	conclusion	of	the	qualitative	assessment	is	that	there	are	no	indicators	of	impairment,	the	
Company	does	not	perform	a	quantitative	test,	which	would	require	a	valuation	of	the	reporting	unit,	as	of	
October	1.	If	needed,	the	annual	or	interim	quantitative	test	of	the	recovery	of	goodwill	involves	a	comparison	of	
the	estimated	fair	value	of	each	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	2020	and	2019	annual	assessments	did	not	identify	any	impairments.

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

While	the	Company	has	the	option	to	qualitatively	assess	whether	it	is	more	likely	than	not	that	the	fair	

values	of	its	indefinite-lived	intangible	assets	are	less	than	their	carrying	values,	the	Company’s	policy	is	to	
determine	the	fair	value	of	each	of	its	indefinite-lived	intangible	assets	annually	as	of	October	1,	in	part,	because	
the	level	of	effort	required	to	perform	the	quantitative	and	qualitative	assessments	is	essentially	equivalent.	The	
Company	determines	the	fair	value	of	its	indefinite-lived	intangible	assets	using	an	avoided	royalty	DCF	valuation	
analysis.	Significant	judgments	inherent	in	this	analysis	include	the	selection	of	appropriate	royalty	and	discount	
rates	and	estimating	the	amount	and	timing	of	expected	future	cash	flows.	The	discount	rates	used	in	the	DCF	
analyses	are	intended	to	reflect	the	risks	inherent	in	the	expected	future	cash	flows	generated	by	the	respective	
intangible	assets.	The	royalty	rates	used	in	the	DCF	analyses	are	based	upon	an	estimate	of	the	royalty	rates	that	
a	market	participant	would	pay	to	license	the	Company’s	trade	names	and	trademarks.	The	future	cash	flows	are	
based	on	the	Company’s	most	recent	forecast	and	budget	and,	for	years	beyond	the	budget,	the	Company’s	
estimates,	which	are	based,	in	part,	on	forecasted	growth	rates.	Assumptions	used	in	the	avoided	royalty	DCF	
analyses,	including	the	discount	rate	and	royalty	rate,	are	assessed	annually	based	on	the	actual	and	projected	
cash	flows	related	to	the	asset,	as	well	as	macroeconomic	and	industry	specific	factors.	The	discount	rates	used	
in	the	Company’s	annual	indefinite-lived	impairment	assessment	ranged	from	10%	to	23%	in	2020	and	11%	to	
26%	in	2019,	and	the	royalty	rates	used	ranged	from	5%	to	8%	in	2020	and	3%	to	8%	in	2019.

If	the	carrying	value	of	an	indefinite-lived	intangible	asset	exceeds	its	estimated	fair	value,	an	impairment	

equal	to	the	excess	is	recorded.	During	the	year	ended	December	31,	2020,	the	Company	recognized	an	
impairment	charge	related	to	the	Match	brand	in	the	UK	and	the	Meetic	brand	in	Europe	of	$4.6	million.	During	
the	year	ended	December	31,	2019,	the	Company	recognized	an	impairment	charge	on	the	Match	brand	in	the	
UK	of	$6.6	million.	At	December	31,	2019,	the	aggregate	indefinite-lived	intangible	asset	balance	for	which	the	
estimate	of	fair	value	at	that	time	was	less	than	110%	of	their	carrying	values	was	approximately	$92.3	million.	
At	December	31,	2020,	no	indefinite-lived	intangible	asset	balance	had	an	estimated	fair	value	less	than	110%	of	
carrying	value.

Recoverability	and	Estimated	Useful	Lives	of	Long-Lived	Assets

We	review	the	carrying	value	of	all	long-lived	assets,	consisting	of	property	and	equipment	and	definite-

lived	intangible	assets,	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.	In	addition,	the	Company	reviews	the	
useful	lives	of	its	long-lived	assets	whenever	events	or	changes	in	circumstances	indicate	that	these	lives	may	be	
changed.	The	carrying	value	of	property	and	equipment	and	definite-lived	intangible	assets	was	$112.1	million	
and	$108.2	million,	at	December	31,	2020	and	2019,	respectively.

Income	Taxes

Match	Group	is	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.

We	record	a	provision	for	income	taxes	for	the	anticipated	tax	consequences	of	our	reported	results	of	
operations	using	the	asset	and	liability	method.	Under	this	method,	we	recognize	deferred	income	tax	assets	and	
liabilities	for	the	future	tax	consequences	of	temporary	differences	between	the	financial	reporting	and	tax	
bases	of	asset	and	liabilities,	as	well	as	for	net	operating	loss	and	tax	credit	carryforwards.	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.	We	recognize	the	deferred	income	tax	effects	of	a	change	in	tax	rates	in	
the	period	of	enactment.

A	valuation	allowance	is	provided	on	deferred	tax	assets	if	it	is	determined	that	it	is	more	likely	than	not	
that	the	deferred	tax	asset	will	not	be	realized.	We	consider	all	available	evidence,	both	positive	and	negative,	

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Table	of	Contents

including	historical	levels	of	income,	expectations	and	risks	associated	with	estimates	of	future	taxable	income,	
and	tax	planning	strategies	in	assessing	the	need	for	a	valuation	allowance.

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.	This	
measurement	step	is	inherently	difficult	and	requires	subjective	estimations	of	such	amounts	to	determine	the	
probability	of	various	possible	outcomes.	We	consider	many	factors	when	evaluating	and	estimating	our	tax	
positions	and	tax	benefits,	which	may	require	periodic	adjustment.	We	make	adjustments	to	our	unrecognized	
tax	benefits	when	facts	and	circumstances	change,	such	as	the	closing	of	a	tax	audit	or	the	refinement	of	an	
estimate.	Although	we	believe	that	we	have	adequately	reserved	for	our	uncertain	tax	positions,	the	final	
outcome	of	these	matters	may	vary	significantly	from	our	estimates.	To	the	extent	that	the	final	outcome	of	
these	matters	is	different	from	the	amounts	recorded,	such	differences	will	affect	the	income	tax	provision	in	
the	period	in	which	such	determination	is	made,	and	could	have	a	material	impact	on	our	financial	condition	and	
operating	results.

As	of	December	31,	2020,	$158.1	million	in	cash	and	cash	equivalents	was	held	by	our	foreign	subsidiaries.	

Generally,	our	ability	to	distribute	cash	from	these	subsidiaries	is	limited	to	that	subsidiary’s	distributable	
reserves	and	after	considering	other	corporate	legal	restrictions.	As	a	result	of	the	Tax	Cuts	and	Jobs	Act	enacted	
in	the	U.S.	in	2017,	earnings	in	our	foreign	jurisdictions	are	generally	available	for	distribution	to	the	U.S.	without	
significant	tax	consequences.

Stock-Based	Compensation

The	Company	recorded	stock-based	compensation	expense	of	$102.3	million	and	$89.7	million	for	the	

years	ended	December	31,	2020	and	2019,	respectively.

Stock-based	compensation	at	the	Company	is	complex	due	to	our	desire	to	attract,	retain,	and	reward	
employees	at	many	of	our	brands	by	allowing	them	to	benefit	from	the	value	they	help	to	create.	We	also	utilize	
equity	awards	as	part	of	our	acquisition	strategy.	We	accomplish	these	objectives,	in	part,	by	issuing	equity	
awards	denominated	in	the	equity	of	our	non-public	subsidiaries	as	well	as	in	Match	Group,	Inc.	We	further	
refine	this	approach	by	tailoring	the	terms	of	equity	awards	as	appropriate.	For	example,	we	issue	certain	equity	
awards	with	vesting	conditioned	on	the	achievement	of	specified	performance	targets	such	as	revenue	or	
profits;	these	awards	are	referred	to	as	performance	awards.	In	other	cases,	we	condition	the	vesting	of	equity	
awards	to	the	achievement	of	value	targets	for	a	specific	subsidiary	or	the	Company’s	stock	price;	these	awards	
are	referred	to	as	market-based	awards.

The	Company	issues	restricted	stock	units	(“RSUs”)	and	performance-based	stock	units	(“PSUs”).	The	value	
of	RSUs	with	vesting	subject	only	to	continued	service	is	based	on	the	fair	value	of	Match	Group	common	stock	
on	the	grant	date.	The	value	of	RSUs	that	include	a	market	condition	is	based	on	fair	value	estimated	using	a	
lattice	model.	The	value	of	RSUs	is	expensed	as	stock-based	compensation	expense	over	the	applicable	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.

Recent	Accounting	Pronouncements	

For	a	discussion	of	recent	accounting	pronouncements,	see	“Note	2—Summary	of	Significant	Accounting	
Policies”	to	the	consolidated	financial	statements	included	in	“Item	8—Consolidated	Financial	Statements	and	
Supplementary	Data.”

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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,	2020,	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	$135.5	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,	2020,	the	$425	million	Term	Loan	bore	
interest	at	a	variable	rate,	LIBOR	plus	1.75%.	At	December	31,	2020,	the	rate	in	effect	was	1.96%.	If	LIBOR	were	
to	increase	or	decrease	by	100	basis	points,	then	the	annual	interest	expense	and	payments	on	the	Term	Loan	
would	increase	or	decrease,	respectively,	by	$4.3	million	based	upon	the	outstanding	balance	and	rate	in	effect	
at	December	31,	2020.

On	February	13,	2020,	the	Credit	Facility	and	the	Term	Loan	were	amended	to,	among	other	things,	
provide	for	a	benchmark	replacement	should	the	LIBOR	rate	not	be	available	in	the	future.	The	rate	used	would	
be	agreed	to	between	the	administrative	agent	and	Match	Group	and	may	be	based	upon	a	secured	overnight	
financing	rate	at	the	Federal	Reserve	Bank	of	New	York.	Additional	information	about	the	benchmark	
replacement	can	be	found	Amendment	No.	6	to	the	Credit	Agreement.

Foreign	Currency	Exchange	Risk

The	Company	conducts	business	in	certain	foreign	markets,	primarily	in	various	jurisdictions	within	the	

European	Union	(“EU”)	and	Asia.	We	are	exposed	to	foreign	exchange	risk	for	primarily	the	Euro	and	British	
Pound	(“GBP”).

For	the	years	ended	December	31,	2020,	2019	and	2018,	international	revenue	accounted	for	53%,	53%	

and	50%,	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	GBP	and	Euro	exchange	rates	strengthened	against	the	U.S.	Dollar	by	1%	and	2%,	
respectively,	in	2020	compared	to	2019.	Foreign	currency	exchange	rate	changes	during	the	years	ended	
December	31,	2020	and	2019	negatively	impacted	revenue	by	$6.4	million	and	$47.5	million,	respectively,	or	less	
than	1%	and	2%	of	total	revenue,	respectively.	See	“Principles	of	Financial	Reporting”	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	gains	and	losses	included	in	the	Company’s	earnings	for	the	years	ended	
December	31,	2020,	2019	and	2018	are	(losses)	and	gains	of	$(0.6)	million,	$(0.9)	million	and	$5.3	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.	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.

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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	sheet	of	Match	Group,	Inc.	and	subsidiaries	(the	
Company)	as	of	December	31,	2020	and	2019,	and	the	related	consolidated	statements	of	operations,	
comprehensive	operations,	shareholders’	equity	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	
December	31,	2020,	and	the	related	notes	and	the	financial	statement	schedule	listed	in	the	Index	at	Item	15(a)	
(collectively	referred	to	as	the	“consolidated	financial	statements”).	In	our	opinion,	the	consolidated	financial	
statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	at	December	31,	2020	
and	2019,	and	the	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	
December	31,	2020,	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,	2020,	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	25,	2021	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	Matters

The	critical	audit	matters	communicated	below	are	matters	arising	from	the	current	period	audit	of	the	financial	
statements	that	were	communicated	or	required	to	be	communicated	to	the	audit	committee	and	that:	(1)	
relate	to	accounts	or	disclosures	that	are	material	to	the	financial	statements	and	(2)	involved	our	especially	
challenging,	subjective	or	complex	judgments.	The	communication	of	critical	audit	matters	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	matters	below,	providing	separate	opinions	on	the	critical	audit	matters	or	on	the	accounts	or	
disclosures	to	which	they	relate.

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Description	of	the	
Matter

How	We	Addressed	the	
Matter	in	Our	Audit

Description	of	the	
Matter

Stock-Based	Compensation

During	the	year	ended	December	31,	2020,	the	Company	recorded	stock-based	
compensation	expense	of	$102.3	million.	As	discussed	in	Note	11	to	the	consolidated	
financial	statements,	the	Company	issues	various	types	of	equity	awards,	including	
stock	options,	restricted	stock	units,	performance-based	awards,	market-based	
awards	and	equity	instruments	denominated	in	the	shares	of	certain	subsidiaries.

Auditing	the	Company’s	accounting	for	stock-based	compensation	required	complex	
auditor	judgment	due	to	the	number	and	the	variety	of	the	types	of	equity	awards,	
the	subjectivity	of	assumptions	used	to	value	stock-based	awards	(e.g.,	expected	
term),	the	frequent	use	of	performance-based	vesting	conditions	and	the	existence	
of	awards	denominated	in	the	shares	of	certain	subsidiaries.

We	obtained	an	understanding,	evaluated	the	design	and	tested	the	operating	
effectiveness	of	the	Company’s	controls	over	stock-based	compensation.	For	
example,	we	tested	controls	over	the	Company’s	process	to	assess	the	completeness	
of	its	share-based	awards	and	for	measuring	and	recording	stock-based	
compensation,	including	management’s	review	of	the	underlying	calculations,	and	
the	significant	assumptions	used	in	valuing	certain	awards.

To	test	stock-based	compensation	expense,	we	performed	audit	procedures	that	
included,	among	others,	assessing	the	completeness	of	the	awards	granted	and	
evaluating	the	methodologies	used	to	estimate	the	fair	value	of	the	awards	granted	
and	the	significant	assumptions	described	above.	Our	procedures	also	included,	
evaluating	the	key	terms	and	conditions	of	awards	granted	to	assess	the	accounting	
treatment	for	a	sample	of	awards	and	testing	the	clerical	accuracy	of	the	calculation	
of	the	expense	recorded.	Additionally,	we	involved	our	internal	valuation	specialists	
to	assess	certain	assumptions	used	in	estimating	the	fair	value	of	the	awards.

Recoverability	of	Indefinite-Lived	Intangible	Assets

As	of	December	31,	2020,	the	Company’s	indefinite-lived	intangible	asset	balance,	
excluding	goodwill,	was	$226.6	million.	As	disclosed	in	Note	2	to	the	consolidated	
financial	statements,	indefinite-lived	intangible	assets	are	assessed	annually	for	
impairment	as	of	October	1,	or	more	frequently	if	an	event	occurs	or	circumstances	
change	that	would	more	likely	than	not	reduce	the	fair	value	of	an	indefinite-lived	
intangible	asset	below	its	carrying	value.

Auditing	management’s	impairment	tests	for	indefinite-lived	intangible	assets	was	
complex	and	judgmental	due	to	the	measurement	uncertainty	in	estimating	the	fair	
value	of	indefinite-lived	intangible	assets.	Specifically,	the	fair	value	estimates	for	
indefinite-lived	intangible	assets	were	sensitive	to	assumptions	such	as	discount	
rates,	revenue	growth	rates,	royalty	rates	and	projected	cash	flow	terminal	growth	
rates.	These	assumptions	are	affected	by	such	factors	as	expected	future	market	or	
economic	conditions.

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How	We	Addressed	the	
Matter	in	Our	Audit

Description	of	the	
Matter

We	obtained	an	understanding,	evaluated	the	design	and	tested	the	operating	
effectiveness	of	the	Company’s	controls	over	its	indefinite-lived	intangible	assets	
impairment	review	process.	For	example,	we	tested	controls	over	the	Company’s	
forecasting	and	budgeting	process	as	well	as	controls	over	management’s	review	of	
the	significant	assumptions	used	to	estimate	the	fair	values	of	the	indefinite-lived	
intangible	assets.

To	test	the	estimated	fair	value	of	indefinite-lived	intangible	assets,	our	audit	
procedures	included,	among	others,	assessing	the	methodologies	and	testing	the	
significant	assumptions	and	underlying	data	used	by	the	Company.	We	evaluated	the	
Company’s	underlying	forecast	and	budget	information	by	comparing	the	significant	
assumptions	to	current	industry	and	economic	trends,	changes	in	the	Company’s	
business	model	and	assessed	the	historical	accuracy	of	management’s	estimates.	For	
example,	we	evaluated	management’s	forecasted	revenue	to	identify,	understand	
and	evaluate	changes	as	compared	to	historical	results.	We	performed	sensitivity	
analyses	of	significant	assumptions	to	evaluate	the	change	in	the	fair	value	of	
indefinite-lived	intangible	assets	resulting	from	changes	in	the	assumptions.	In	
addition,	we	involved	an	internal	valuation	specialist	to	assist	in	evaluating	
management’s	methodologies	and	significant	assumptions	applied	in	developing	the	
fair	value	estimates.

Separation	of	Match	Group	and	IAC/InterActiveCorp

As	described	in	Note	1	to	the	consolidated	financial	statements,	the	companies	
formerly	known	as	Match	Group,	Inc.	(“Former	Match	Group”)	and	IAC/
InterActiveCorp	(“Former	IAC”)	completed	the	separation	of	Match	Group	from	IAC	
on	June	30,	2020.	At	the	effective	date,	the	two	public	companies	were	fully	
separated	as	follows:	(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	and	certain	financing	subsidiaries	
(the	“Separation”).	As	disclosed	in	Note	4,	the	operations	of	the	Former	IAC	
businesses	other	than	Match	Group	and	certain	financing	subsidiaries,	are	presented	
as	discontinued	operations.	

Auditing	the	Separation	transaction	required	a	significant	amount	of	audit	effort	due	
to	the	especially	complex	nature	of	the	transaction	among	related	parties	and	the	
presentation	of	the	Former	IAC	businesses	as	discontinued	operations.	In	particular,	
significant	audit	effort	was	necessary	to	perform	procedures	and	evaluate	evidence	
relating	to	management's	evaluation	of	the	Separation	transaction,	including	the	
determination	of	the	U.S.	federal	income	tax	consequences,	which	required	complex	
auditor	judgement	in	determining	the	appropriate	tax	treatment	for	the	Separation.

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How	We	Addressed	the	
Matter	in	Our	Audit

We	obtained	an	understanding,	evaluated	the	design	and	tested	the	operating	
effectiveness	of	the	Company’s	controls	over	its	accounting	for	the	Separation	and	
basis	of	presentation.	For	example,	we	tested	controls	over	management’s	analysis	
and	review	of	the	Separation	documents,	management’s	review	of	the	accounting	
conclusions	reached	related	to	the	discounted	operations	presentation,	
management’s	review	of	the	recording	of	the	related	journal	entries	and	
management’s	review	and	analysis	of	the	appropriate	tax	treatment	for	the	
Separation.

To	test	the	accounting	for	the	transactions	related	to	the	Separation	among	related	
parties	and	the	basis	of	presentation,	our	audit	procedures	included,	among	others,	
inspecting	the	Separation	related	documents,	such	as	the	transaction	agreement	and	
tax	matters	agreement;	inquiring	of	executive	officers,	key	members	of	management,	
the	Audit	Committee	of	the	Board	of	Directors	and	legal	counsel	regarding	the	
Separation;	inspecting	the	Company’s	minutes	from	meetings	of	the	Board	of	
Directors	and	related	committees;	verifying	that	the	discontinued	operations	were	
properly	determined,	calculated	and	presented	and	assessing	the	appropriateness	of	
the	composition	of	the	consolidated	financial	statements.	For	example,	we	tested	the	
Separation	journal	entries	recorded	and	vouched	the	cash	transactions.	In	addition,	
we	involved	internal	tax	specialists	to	assist	in	reviewing	the	series	of	steps	that	
effectuated	the	Separation	and	the	related	tax	opinion,	verifying	the	appropriateness	
of	the	tax	treatment	for	the	Separation.

/s/	ERNST	&	YOUNG	LLP

We	have	served	as	the	Company’s	auditor	since	1996.

New	York,	New	York
February	25,	2021

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	BALANCE	SHEET		

ASSETS

Cash	and	cash	equivalents
Accounts	receivable,	net	of	allowance	of	$286	and	$578,	respectively
Other	current	assets
Current	assets	of	discontinued	operations

Total	current	assets

Property	and	equipment,	net
Goodwill
Intangible	assets,	net
Deferred	income	taxes
Other	non-current	assets
Non-current	assets	of	discontinued	operations
TOTAL	ASSETS

LIABILITIES	AND	SHAREHOLDERS’	EQUITY

LIABILITIES
Accounts	payable
Deferred	revenue
Accrued	expenses	and	other	current	liabilities
Current	liabilities	of	discontinued	operations

Total	current	liabilities

Long-term	debt,	net
Income	taxes	payable
Deferred	income	taxes
Other	long-term	liabilities
Non-current	liabilities	of	discontinued	operations
Redeemable	noncontrolling	interests
Commitments	and	contingencies	

SHAREHOLDERS’	EQUITY

December	31,

2020

2019

(In	thousands,	except	share	data)

$	

739,164	 $	
137,023	
144,025	
—	
1,020,212	
107,799	
1,270,532	
230,900	
224,013	
123,524	
—	

$	

2,976,980	 $	

$	

29,200	 $	

239,088	
231,748	
—	
500,036	
3,534,706	
14,582	
17,213	
86,428	
—	
640	

465,676	
116,459	
97,850	
3,028,079	
3,708,064	
101,065	
1,239,839	
228,324	
192,496	
64,232	
2,830,783	
8,364,803	

20,191	
218,843	
182,250	
588,896	
1,010,180	
2,889,626	
30,295	
18,285	
26,158	
447,414	
44,527	

Common	stock;	$0.001	par	value;	authorized	1,600,000,000	shares;	267,329,284	and	0	

shares	issued	and	outstanding	at	December	31,	2020	and	December	31,	2019,	
respectively

Former	IAC	common	stock;	$0.001	par	value;	authorized	1,600,000,000	shares;	0	and	

263,229,724	shares	issued;	and	0	and	78,889,779	shares	outstanding	at	
December	31,	2020	and	December	31,	2019,	respectively

Former	IAC	Class	B	convertible	common	stock;	$0.001	par	value;	authorized	

400,000,000	shares;	0	and	16,157,499	shares	issued;	and	0	and	5,789,499	shares	
outstanding	at	December	31,	2020	and	December	31,	2019,	respectively

Additional	paid-in	capital
Retained	earnings	
Accumulated	other	comprehensive	loss
Treasury	stock;	0	and	194,707,945	shares,	respectively

Total	Match	Group,	Inc.	shareholders’	equity

Noncontrolling	interests

Total	shareholders’	equity

TOTAL	LIABILITIES	AND	SHAREHOLDERS’	EQUITY	

$	

267	

—	

—	

263	

—	
7,394,646	
(8,491,126)	
(81,454)	
—	
(1,177,667)	
1,042	
(1,176,625)	
2,976,980	 $	

16	
11,683,799	
1,689,925	
(136,349)	
(10,309,612)	
2,928,042	
970,276	
3,898,318	
8,364,803	

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

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	OPERATIONS

Revenue

Operating	costs	and	expenses:

Cost	of	revenue	(exclusive	of	depreciation	shown	separately	

below)

Selling	and	marketing	expense

General	and	administrative	expense

Product	development	expense

Depreciation

Amortization	of	intangibles

Total	operating	costs	and	expenses

Operating	income

Interest	expense

Other	income	(expense),	net

Earnings	from	continuing	operations,	before	tax

Income	tax	provision

Net	earnings	from	continuing	operations
(Loss)	earnings	from	discontinued	operations,	net	of	tax

Net	earnings
Net	earnings	attributable	to	noncontrolling	interests

Years	Ended	December	31,

2020

2019

2018

(In	thousands,	except	per	share	data)

$	 2,391,269	 $	 2,051,258	 $	 1,729,850	

635,833	

479,907	

311,207	

169,811	

41,271	

7,525	

527,184	

427,440	

256,138	

151,960	

34,355	

8,727	

410,000	

419,954	

182,252	

132,030	

34,827	

1,318	

	 1,645,554	

	 1,405,804	

	 1,180,381	

745,715	

645,454	

(174,791)	

(140,570)	

15,861	

586,785	

(32,874)	

553,911	

(366,070)	

187,841	

(2,026)	

502,858	

(8,225)	

494,633	

49,187	

543,820	

549,469	

(94,568)	

7,510	

462,411	

(11,307)	

451,104	

306,643	

757,747	

(59,280)	

(112,689)	

(130,786)	

Net	earnings	attributable	to	Match	Group,	Inc.	shareholders

$	

128,561	 $	

431,131	 $	

626,961	

Net	earnings	per	share	from	continuing	operations:
					Basic
					Diluted

Net	earnings	per	share	attributable	to	Match	Group,	Inc.	

shareholders:

					Basic
					Diluted

Stock-based	compensation	expense	by	function:

Cost	of	revenue

Selling	and	marketing	expense

General	and	administrative	expense

Product	development	expense

$	
$	

$	
$	

$	

2.21	 $	
2.00	 $	

2.15	 $	
1.88	 $	

2.03	
1.73	

0.58	 $	
0.49	 $	

2.37	 $	
2.08	 $	

3.48	
3.05	

4,201	 $	

3,693	 $	

5,141	

59,174	

33,752	

5,112	

42,863	

38,056	

2,287	

3,599	

32,346	

27,799	

66,031	

Total	stock-based	compensation	expense

$	

102,268	 $	

89,724	 $	

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

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	COMPREHENSIVE	OPERATIONS

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

Net	earnings

$	

187,841	 $	

543,820	 $	

757,747	

Other	comprehensive	income	(loss),	net	of	tax

Change	in	foreign	currency	translation	adjustment

39,415	

(9,961)	

(31,411)	

Change	in	unrealized	losses	and	gains	on	available-for-sale	

securities

Total	other	comprehensive	income	(loss)

Comprehensive	income
Comprehensive	loss	(income)	attributable	to	noncontrolling	

interests:

(1)	

39,414	

227,255	

(5)	

(9,966)	

533,854	

5	

(31,406)	

726,341	

Net	earnings	attributable	to	noncontrolling	interests
Change	in	foreign	currency	translation	adjustment	attributable	

to	noncontrolling	interests

Change	in	unrealized	losses	and	gains	of	available-for-sale	debt	

securities	attributable	to	noncontrolling	interests

(59,280)	

(112,689)	

(130,786)	

1,072	

2,023	

6,129	

—	

1	

(1)	

Comprehensive	income	attributable	to	noncontrolling	interests

(58,208)	

(110,665)	

(124,658)	

Comprehensive	income	attributable	to	Match	Group,	Inc.	

shareholders

$	

169,047	 $	

423,189	 $	

601,683	

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

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	SHAREHOLDERS’	EQUITY

Years	Ended	December	31,	2020,	2019,	and	2018

Match	Group,	Inc.	Shareholders’	Equity

Common	Stock	
$0.001	Par	Value

Former	IAC	
Common	Stock
	$0.001	Par	Value

Former	IAC	Class	B	
Convertible	
Common	Stock	
$0.001
Par	Value

Redeemable
Noncontrolling
Interests

$

Shares

$

Shares

$

Shares

Additional	
Paid-in	Capital

Retained	
Earnings	

Accumulated
Other
Comprehensive
Loss

Treasury	Stock

Total	
Match	Group,	Inc.	
Shareholders’
Equity		

Noncontrolling
Interests

Total
Shareholders’
Equity		

—	 $	261	

	 260,624	

$	 16	

	 16,157	

$	 12,165,002	

$	 595,038	

$	

(103,568)	 $	(10,226,721)	 $	

2,430,028	

$	

516,795	

$	

2,946,823	

(In	thousands)

42,867	

33,897	

(702)	

1,138	

$	—	

	 —	

	 —	

	 —	

—	

	 —	

—	

—	

—	

—	

	 —	

	 —	

	 —	

—	

—	

—	

	 —	

	 —	

	 —	

1	

1,679	

	 —	

—	

	 —	

—	

	 —	

—	

	 —	

	 —	

	 —	

	 —	

	 —	

—	

	 —	

	 —	

	 —	

	 —	

	 —	

—	

—	

—	

—	

—	

—	

—	

—	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

75,311	

21,785	

(102,922)	

—	

—	

—	

(4,098)	

—	

(133,455)	

	 626,961	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

764	

36,795	

—	

—	

(25,278)	

—	

—	

124	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

626,961	

(25,278)	

75,311	

96,889	

(5,426)	

161,971	

723,850	

(30,704)	

237,282	

21,786	

—	

21,786	

(102,798)	

35,559	

(67,239)	

—	

(105,126)	

(105,126)	

(82,891)	

(82,891)	

—	

	 262	

	 262,303	

	 16	

	 16,157	

	 12,022,387	

	 1,258,794	

(128,722)	

	 (10,309,612)	

2,843,125	

Balance	as	of	December	31,	2017

$	

Net	earnings	for	the	year	ended	December	31,	2018

Other	comprehensive	loss,	net	of	tax

Stock-based	compensation	expense

Issuance	of	Former	IAC	common	stock	pursuant	to	stock-

based	awards,	net	of	withholding	taxes

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

Dividends	paid	to	Former	Match	Group	noncontrolling	

interests

Purchase	of	treasury	stock

Purchase	of	noncontrolling	interest
Adjustment	of	redeemable	noncontrolling	interests	to	fair	

value

Noncontrolling	interests	created	in	acquisitions

Purchase	of	Match	Group	and	ANGI	treasury	stock

Cumulative	effect	of	adoption	of	ASU	2014-09

Other

Balance	as	of	December	31,	2018

Net	earnings	for	the	year	ended	December	31,	2019

Other	comprehensive	income	(loss),	net	of	tax

Stock-based	compensation	expense

Issuance	of	Former	IAC	common	stock	pursuant	to	stock-

based	awards,	net	of	withholding	taxes

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

Purchase	of	redeemable	noncontrolling	interests

Adjustment	of	redeemable	noncontrolling	interests	to	fair	
Noncontrolling	interests	created	in	an	acquisition

value

Purchase	of	exchangeable	note	hedges

Equity	component	of	exchangeable	Senior	Notes,	net	of	
deferred	financing	costs	and	deferred	tax	liabilities

Issuance	of	warrants

Purchase	of	Match	Group	and	ANGI	treasury	stock

Other

—	

—	

(14,785)	

4,098	

2,261	

—	

—	

(3,087)	

65,687	

2,835	

39	

148	

—	

(40,432)	

11,554	

4,781	

—	

—	

—	

—	

(85)	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

$	—	

—	

	 —	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

	 —	

	 —	

	 —	

—	

—	

—	

	 —	

	 —	

	 —	

1	

927	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

—	

—	

—	

—	

—	

—	

—	

—	

—	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

	 —	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

82,619	

(82,463)	

(236,897)	

—	

(11,554)	

—	

(303,428)	

320,998	

166,520	

(274,302)	

(81)	

	 431,131	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

(7,942)	

—	

—	

315	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

(9,364)	

(4,098)	

—	

—	

14,307	

(133,455)	

36,795	

764	

431,131	

(7,942)	

82,619	

—	

3,410	

(339)	

708,676	

109,854	

(2,063)	

155,457	

(82,891)	

(9,364)	

(4,098)	

14,307	

(133,455)	

40,205	

425	

3,551,801	

540,985	

(10,005)	

238,076	

(82,462)	

—	

(82,462)	

(236,582)	

(1,794)	

(238,376)	

—	

(11,554)	

—	

(303,428)	

320,998	

166,520	

(274,302)	

—	

—	

—	

—	

—	

—	

—	

(81)	

146	

—	

(11,554)	

—	

(303,428)	

320,998	

166,520	

(274,302)	

65	

Balance	as	of	December	31,	2019

$	

44,527	

—	 $	263	

	 263,230	

$	 16	

	 16,157	

$	 11,683,799	

$	1,689,925	 $	

(136,349)	 $	(10,309,612)	 $	

2,928,042	

$	

970,276	

$	

3,898,318	

60

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

Balance	as	of	December	31,	2019

Net	(loss)	earnings	for	the	year	ended	December	31,	2020

Other	comprehensive	(loss)	income,	net	of	tax

Stock-based	compensation	expense

Issuance	of	Match	Group	common	stock	pursuant	to	stock-based	

awards,	net	of	withholding	taxes

Issuance	of	Former	IAC	common	stock	pursuant	to	stock-based	

awards,	net	of	withholding	taxes

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

Purchase	of	redeemable	noncontrolling	interests

Adjustment	of	redeemable	noncontrolling	interests	to	fair	value

Purchase	of	Match	Group	and	ANGI	treasury	stock

Retire	treasury	stock

Exchange	Common	stock	and	Class	B	for	Class	M	Common	stock	and	

spin	off	IAC

Acquire	Former	Match	Group	noncontrolling	interest

Issuance	of	common	stock

Other

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	SHAREHOLDERS’	EQUITY

Years	Ended	December	31,	2020,	2019,	and	2018	(continued)

Match	Group,	Inc.	Shareholders’	Equity

Common	Stock	
$0.001	Par	Value

Former	IAC	
Common	Stock
	$0.001	Par	Value

Former	IAC	Class	B	
Convertible	
Common	Stock	
$0.001
Par	Value

Redeemable
Noncontrolling
Interests

$	

44,527	

(3,136)	

(686)	

15	

$	—	

	 —	

	 —	

	 —	

$

Shares

$

Shares

$

Shares

Additional	
Paid-in	
Capital

Retained	
Earnings	

Accumulated
Other
Comprehensive
Loss	(Income)

Treasury	
Stock

Total	
Match	Group,	Inc.	
Shareholders’
Equity		

Noncontrolling
Interests

Total
Shareholders’
Equity		

—	 $	263	

	263,230	

$	16	

	 16,157	

$	11,683,799	 $	 1,689,925	

$	

(136,349)	 $	(10,309,612)	 $	

2,928,042	

$	

970,276	

$	 3,898,318	

(In	thousands)

—	

—	

—	

	 —	

	 —	

	 —	

—	

—	

—	

	 —	

	 —	

	 —	

—	

	 8	

8,373	

	 —	

—	

	 —	

—	

	 —	

—	

	 1	

453	

	 —	

—	

	 —	

—	

	 —	

(3,165)	

6,669	

—	

—	

	 —	

	 —	

—	

—	

	 —	

	 —	

	 —	

—	

—	

—	

—	

	 —	

	 —	

	 —	

	 —	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

134,528	

155,285	

(34,518)	

(212,270)	

—	

(6,669)	

(187,735)	

128,561	

—	

—	

—	

—	

—	

—	

—	

—	

	(184)	

	(184,340)	

	 (10)	

	 (10,368)	

194	

	(10,309,612)	

(43,583)	

	184	

	183,749	

	 (80)	

	 (79,343)	

(6)	

(5,789)	

	 (4,745,323)	

—	

—	

	 58	

	 57,868	

	 —	

	 17	

	 17,339	

	 —	

(1)	

	 —	

—	

	 —	

—	

—	

—	

—	

	 —	

	 —	

	 —	

$	—	

—	

—	

—	

—	

608,110	

(17)	

(738)	

—	

—	

—	

—	

—	

40,486	

—	

—	

—	

628	

—	

—	

—	

—	

13,781	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

	 10,309,612	

128,561	

40,486	

134,528	

155,293	

(34,517)	

62,416	

(386)	

86,363	

—	

—	

190,977	

40,100	

220,891	

155,293	

(34,517)	

(211,642)	

(11,405)	

(223,047)	

—	

(6,669)	

(187,735)	

—	

—	

—	

—	

—	

—	

(6,669)	

(187,735)	

—	

—	

—	

—	

—	

—	

(4,731,444)	

(498,792)	

(5,230,236)	

608,168	

(608,168)	

—	

(738)	

—	

738	

—	

—	

—	

$	

(1,177,667)	 $	

1,042	

$	 (1,176,625)	

Balance	as	of	December	31,	2020

$	

640	

$	267	

	267,329	 $	—	

$	7,394,646	

$	(8,491,126)	 $	

(81,454)	 $	

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

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Table	of	Contents

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	CASH	FLOWS

Cash	flows	from	operating	activities	attributable	to	continuing	operations:

Net	earnings	from	continuing	operations

$	

553,911	 $	

494,633	 $	

451,104	

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

66,031	

34,827	

1,318	

(23,005)	

13,134	

4,032	

17,272	

(14,600)	

21,386	
26,898	

13,058	

611,455	

1,136	

(31,397)	

(3,800)	

—	

(4,143)	

(38,204)	

260,000	

—	

—	

—	

—	

—	

—	

(1,740)	

(133,455)	

(105,126)	

—	
12	

Adjustments	to	reconcile	net	earnings	from	continuing	operations	to	net	cash	

provided	by	operating	activities	attributable	to	continuing	operations:

Stock-based	compensation	expense

Depreciation

Amortization	of	intangibles

Deferred	income	taxes

Accretion	of	original	issue	discount	of	Exchangeable	Senior	Notes

Other	adjustments,	net

Changes	in	assets	and	liabilities

Accounts	receivable

Other	assets

Accounts	payable	and	other	liabilities
Income	taxes	payable	and	receivable

Deferred	revenue

Net	cash	provided	by	operating	activities	attributable	to	continuing	operations

Cash	flows	from	investing	activities	attributable	to	continuing	operations:

Net	cash	(used)	acquired	in	business	combinations

Capital	expenditures

Purchases	of	investments

Net	cash	distribution	related	to	Separation	of	IAC

Other,	net

Net	cash	used	in	investing	activities	attributable	to	continuing	operations

Cash	flows	from	financing	activities	attributable	to	continuing	operations:

Borrowings	under	the	Credit	Facility

Proceeds	from	Senior	Notes	offerings

102,268	

41,271	

7,525	

4,985	

44,743	

26,705	

(24,213)	

(33,224)	

24,155	
16,913	

23,513	

788,552	

—	

(42,376)	

(9,115)	

(3,870,550)	

(90)	

(3,922,131)	

20,000	

1,000,000	

89,724	

34,355	

8,727	

(19,608)	

30,429	

12,694	

(17,861)	

(24,162)	

33,741	
(4,161)	

9,478	

647,989	

(3,759)	

(39,035)	

—	

—	

1,064	

(41,730)	

40,000	

350,000	

Proceeds	from	Exchangeable	Senior	Notes	offerings

—	

1,150,000	

Principal	payment	on	Senior	Notes

Principal	payments	on	Credit	Facility

Purchase	of	exchangeable	note	hedges

Proceeds	from	issuance	of	warrants

Debt	issuance	costs

Purchase	of	Former	Match	Group	treasury	stock

Dividends

Proceeds	from	stock	offering
Proceeds	from	issuance	of	common	stock	pursuant	to	stock-based	awards
Withholding	taxes	paid	on	behalf	of	employees	on	net	settled	stock-based	

awards

Purchase	of	noncontrolling	interests

Other,	net

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

operations

Total	cash	(used	in)	provided	by	continuing	operations

Net	cash	provided	by	operating	activities	attributable	to	discontinued	operations

Net	cash	used	in	investing	activities	attributable	to	discontinued	operations

Net	cash	used	in	financing	activities	attributable	to	discontinued	operations

Total	cash	(used	in)	provided	by	discontinued	operations

Effect	of	exchange	rate	changes	on	cash,	cash	equivalents,	and	restricted	cash

Net	(decrease)	increase	in	cash,	cash	equivalents,	and	restricted	cash
Cash,	cash	equivalents,	and	restricted	cash	at	beginning	of	period

(400,000)	

(20,000)	

—	

—	

(13,517)	

(132,868)	

—	

1,421,801	
155,402	

(211,958)	

(15,827)	

(15,187)	

1,787,846	

(1,345,733)	

13,630	

(963,420)	

(110,959)	

(1,060,749)	

5,426	

(2,401,056)	

3,140,358	

—	

(300,000)	

(303,428)	

166,520	

(27,815)	

(216,353)	

—	

—	
—	

(203,177)	

(207,720)	

(1,650)	

(73)	

654,024	

1,260,283	

289,949	

(287,798)	

(254,193)	

(252,042)	

(1,568)	

1,006,673	

2,133,685	

(9,980)	

(759)	

(198,768)	

374,483	

376,672	

(135,235)	

(114,030)	

127,407	

(1,887)	

500,003	

1,633,682	

Cash,	cash	equivalents,	and	restricted	cash	at	end	of	period

$	

739,302	 $	

3,140,358	 $	

2,133,685	

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

62

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

NOTE	1—ORGANIZATION	

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

Match	Group,	Inc.,	through	its	portfolio	companies,	is	a	leading	provider	of	dating	products	available	
globally.	Our	portfolio	of	brands	includes	Tinder®,	Match®,	Meetic®,	OkCupid®,	Hinge®,	Pairs™,	PlentyOfFish®,	and	
OurTime®,	as	well	as	a	number	of	other	brands,	each	designed	to	increase	our	users’	likelihood	of	finding	a	
meaningful	connection.	Through	our	portfolio	companies	and	their	trusted	brands,	we	provide	tailored	products	
to	meet	the	varying	preferences	of	our	users.	Our	products	are	available	in	over	40	languages	to	our	users	all	
over	the	world.	Match	Group	has	one	operating	segment,	Dating,	which	is	managed	as	a	portfolio	of	dating	
brands.

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

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.

The	following	diagram	illustrates	the	simplified	organizational	and	ownership	structure	immediately	prior	

to	the	Separation.

Under	the	terms	of	the	Transaction	Agreement	(the	“Transaction	Agreement”)	dated	as	of	December	19,	

2019	and	amended	as	of	April	28,	2020	and	as	further	amended	as	of	June	22,	2020,	Former	Match	Group	
merged	with	and	into	Match	Group	Holdings	II,	LLC	(“MG	Holdings	II”),	an	indirect	wholly-owned	subsidiary	of	
Match	Group,	with	MG	Holdings	II	surviving	the	merger	as	an	indirect	wholly-owned	subsidiary	of	Match	Group.	
Former	Match	Group	stockholders	(other	than	Former	IAC)	received,	through	the	merger,	in	exchange	for	each	
outstanding	share	of	Former	Match	Group	common	stock	that	they	held,	one	share	of	Match	Group	common	
stock	and,	at	the	holder’s	election,	either	(i)	$3.00	in	cash	or	(ii)	a	fraction	of	a	share	of	Match	Group	common	
stock	with	a	value	of	$3.00	(calculated	pursuant	to	the	Transaction	Agreement).	As	a	result	of	the	merger	and	
other	transactions	contemplated	by	the	Transaction	Agreement,	Former	Match	Group	stockholders	(other	than	
Former	IAC)	became	stockholders	of	the	Company.

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The	following	diagram	illustrates	the	simplified	organizational	and	ownership	structures	of	IAC	and	Match	

Group	immediately	after	the	Separation.

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.

Discontinued	Operations

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

presented	as	discontinued	operations.	See	“Note	4—Discontinued	Operations”	for	additional	details.

Accounting	for	Investments	in	Equity	Securities

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

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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	doubtful	accounts;	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.

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	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.

As	permitted	under	the	practical	expedient	available	under	ASU	No.	2014-09,	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.

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For	contracts	that	have	an	original	duration	of	one	year	or	less,	the	Company	uses	the	practical	expedient	

available	under	ASU	No.	2014-09	applicable	to	such	contracts	and	does	not	consider	the	time	value	of	money.

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,	2020	and	2019,	the	Company	recognized	expense	of	$414.7	million	

and	$364.7	million,	respectively,	related	to	the	amortization	of	these	costs.	The	contract	asset	balances	at	
December	31,	2020	and	2019,	and	2018	related	to	costs	to	obtain	a	contract	are	$33.5	million,	$28.5	million,	and	
$29.2	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	products	through	mobile	app	stores.	At	December	31,	2020,	two	
mobile	app	stores	accounted	for	approximately	65%	and	11%,	respectively,	of	our	gross	accounts	receivables.	
The	comparable	amounts	at	December	31,	2019	were	56%	and	13%,	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	
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	$239.1	million,	$218.8	million,	and	$209.9	million	at	December	31,	2020	and	
2019,	and	2018,	respectively.	During	the	years	ended	December	31,	2020	and	2019,	the	Company	recognized	
$218.8	million	and	$209.9	million	of	revenue	that	was	included	in	the	deferred	revenue	balance	as	of	December	
31,	2019	and	2018,	respectively.	At	December	31,	2020	and	2019,	there	is	no	non-current	portion	of	deferred	
revenue.

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Disaggregation	of	Revenue

The	following	table	presents	disaggregated	revenue:

Direct	Revenue:
North	America
International

Total	Direct	Revenue

Indirect	Revenue	(principally	advertising	revenue)
Total	Revenue

Direct	Revenue

Tinder
Other	brands

Total	Direct	Revenue

Cash	and	Cash	Equivalents

For	the	Years	Ended	December	31,

2020

2019

2018

(In	thousands)

1,185,307	 $	
1,159,417	
2,344,724	

1,024,161	 $	
983,013	
2,007,174	

46,545	
2,391,269	 $	

44,084	
2,051,258	 $	

902,478	
774,693	
1,677,171	

52,679	
1,729,850	

1,355,400	 $	
989,324	
2,344,724	 $	

1,152,045	 $	
855,129	
2,007,174	 $	

805,316	
871,855	
1,677,171	

$	

$	

$	

$	

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	money	market	funds.

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

Buildings	and	building	improvements

Computer	equipment	and	capitalized	software

Furniture	and	other	equipment

Leasehold	improvements

Estimated
Useful	Lives

10	to	39	years

2	to	3	years

5	years

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	$34.9	million	and	$27.5	million	at	December	31,	2020	and	2019,	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.

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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.

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

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.

While	the	Company	has	the	option	to	qualitatively	assess	whether	it	is	more	likely	than	not	that	the	fair	

values	of	its	indefinite-lived	intangible	assets	are	less	than	their	carrying	values,	the	Company’s	policy	is	to	
determine	the	fair	value	of	each	of	its	indefinite-lived	intangible	assets	annually	as	of	October	1,	in	part,	because	
the	level	of	effort	required	to	perform	the	quantitative	and	qualitative	assessments	is	essentially	equivalent.	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	Company’s	trade	names	and	
trademarks.	The	future	cash	flows	are	based	on	the	Company’s	most	recent	forecast	and	budget	and,	for	years	
beyond	the	budget,	the	Company’s	estimates,	which	are	based,	in	part,	on	forecasted	growth	rates.	Assumptions	
used	in	the	avoided	royalty	DCF	analyses,	including	the	discount	rate	and	royalty	rate,	are	assessed	annually	
based	on	the	actual	and	projected	cash	flows	related	to	the	asset,	as	well	as	macroeconomic	and	industry	
specific	factors.	The	discount	rates	used	in	the	Company’s	annual	indefinite-lived	impairment	assessment	ranged	
from	10%	to	23%	in	2020	and	11%	to	26%	in	2019,	and	the	royalty	rates	used	ranged	from	5%	to	8%	in	2020	and	
3%	to	8%	in	2019.	During	the	year	ended	December	31,	2020,	the	Company	recognized	an	impairment	charge	
related	to	the	Match	brand	in	the	UK	and	the	Meetic	brand	in	Europe	of	$4.6	million,	which	is	included	within	
amortization.	During	the	year	ended	December	31,	2019,	the	Company	recognized	an	impairment	charge	on	the	
Match	brand	in	the	UK	of	$6.6	million,	which	is	included	within	amortization.	At	December	31,	2019,	the	
aggregate	indefinite-lived	intangible	asset	balance	for	which	the	estimate	of	fair	value	at	that	time	was	less	than	
110%	of	their	carrying	values	was	approximately	$92.3	million.	At	December	31,	2020,	no	indefinite-lived	
intangible	asset	balance	had	an	estimated	fair	value	less	than	110%	of	carrying	value.

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	

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computed	either	on	a	straight-line	basis	or	based	on	the	pattern	in	which	the	economic	benefits	of	the	asset	will	
be	realized.

Fair	Value	Measurements

The	Company	categorizes	its	financial	instruments	measured	at	fair	value	into	a	fair	value	hierarchy	that	

prioritizes	the	inputs	used	in	pricing	the	asset	or	liability.	The	three	levels	of	the	fair	value	hierarchy	are:

• Level	1:	Observable	inputs	obtained	from	independent	sources,	such	as	quoted	market	prices	for	

identical	assets	and	liabilities	in	active	markets.

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

• 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;	offline	marketing,	which	is	primarily	television	advertising;	and	payments	to	partners	who	
direct	traffic	to	our	websites.	Advertising	expense	is	$438.7	million,	$388.6	million	and	$386.0	million	for	the	
years	ended	December	31,	2020,	2019	and	2018,	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	
judgement	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.

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Earnings	Per	Share

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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	if	stock	options	and	other	commitments	to	issue	common	stock	
were	exercised	or	equity	awards	vested	resulting	in	the	issuance	of	common	stock	that	could	share	in	the	
earnings	of	the	Company.	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	
component	of	Other	income	(expense),	net.	See	“Note	17—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.	Losses	of	$0.2	million	and	$0.1	million	
during	the	years	ended	December	31,	2020	and	2018	are	included	in	“Other	income	(expense),	net”	in	the	
accompanying	consolidated	statement	of	operations.	There	were	no	such	gains	or	losses	for	the	year	ended	
December	31,	2019.

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.

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	each	of	the	years	ended	December	31,	2020	and	2019,	
and	two	of	these	arrangements	were	exercised	during	the	year	ended	December	31,	2018.	These	put	
arrangements	are	exercisable	by	the	counter-party	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,	2020,	2019,	and	2018,	the	Company	recorded	adjustments	
of	$6.7	million,	$11.6	million,	and	$4.1	million,	respectively,	to	increase	these	interests	to	fair	value.	Fair	value	
determinations	require	high	levels	of	judgment	and	are	based	on	various	valuation	techniques,	including	market	
comparables	and	discounted	cash	flow	projections.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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	that	are	not	covered	by	deposit	insurance.

Recent	Accounting	Pronouncements

Accounting	pronouncements	adopted	by	the	Company

The	Company	adopted	ASU	No.	2016-13	effective	January	1,	2020.	ASU	No.	2016-13	replaces	the	“incurred	

loss”	approach	with	an	“expected	loss”	model,	under	which	companies	will	recognize	allowances	based	on	
expected	rather	than	incurred	losses.	The	Company	adopted	ASU	No.	2016-13	using	the	modified	retrospective	
approach	and	there	was	no	cumulative	effect	arising	from	the	adoption.	The	adoption	of	ASU	No.	2016-13	did	
not	have	a	material	impact	on	the	Company's	financial	statements.

The	Company	adopted	ASU	No.	2019-12	effective	January	1,	2020.	ASU	No.	2019-12	simplifies	the	
accounting	for	income	taxes,	eliminates	certain	exceptions	within	ASC	740,	Income	Taxes,	and	clarifies	certain	
aspects	of	the	current	guidance	to	promote	consistency	among	reporting	entities.	Most	amendments	within	ASU	
No.	2019-12	are	required	to	be	applied	on	a	prospective	basis,	while	certain	amendments	must	be	applied	on	a	
retrospective	or	modified	retrospective	basis.	The	Company	adopted	ASU	No.	2019-12	on	January	1,	2020	using	
the	modified	retrospective	basis	for	those	amendments	that	are	not	applied	on	a	prospective	basis.	The	
adoption	of	ASU	No.	2019-12	did	not	have	a	material	impact	on	the	Company’s	consolidated	financial	
statements.

Accounting	pronouncements	not	yet	adopted	by	the	Company

In	August	2020,	the	FASB	issued	ASU	No.	2020-06,	which	simplifies	the	accounting	for	certain	financial	

instruments	with	characteristics	of	liabilities	and	equity,	including	convertible	instruments	and	contracts	in	an	
entity’s	own	equity.	Among	other	changes,	ASU	2020-06	removes	from	U.S.	GAAP	the	liability	and	equity	
separation	model	for	convertible	instruments	with	a	cash	conversion	feature,	and	as	a	result,	after	adoption,	
entities	will	no	longer	separately	present	in	equity	an	embedded	conversion	feature	for	such	debt.	Similarly,	the	
discount	resulting	from	the	embedded	conversion	feature	will	no	longer	be	amortized	into	income	as	interest	
expense	over	the	life	of	the	instrument.	Instead,	entities	will	account	for	a	convertible	debt	instrument	wholly	as	
debt	unless	(1)	a	convertible	instrument	contains	features	that	require	bifurcation	as	a	derivative	under	ASC	
Topic	815,	Derivatives	and	Hedging,	or	(2)	a	convertible	debt	instrument	was	issued	at	a	substantial	premium.	
Among	other	potential	impacts,	this	change	is	expected	to	reduce	reported	interest	expense,	increase	reported	
net	income,	and	result	in	a	reclassification	of	certain	conversion	feature	balance	sheet	amounts	from	
stockholders’	equity	to	liabilities	as	it	relates	to	the	Company’s	exchangeable	senior	notes.	Additionally,	ASU	
2020-06	requires	the	application	of	the	if-converted	method	to	calculate	the	impact	of	convertible	instruments	
on	diluted	earnings	per	share,	which	will	result	in	increased	dilutive	securities	as	the	assumption	of	cash	
settlement	of	the	notes	will	not	be	available	for	the	purpose	of	calculating	earnings	per	share.	The	provisions	of	
ASU	2020-06	are	effective	for	reporting	periods	beginning	after	December	15,	2021,	with	early	adoption	
permitted	for	reporting	periods	beginning	after	December	15,	2020,	and	can	be	adopted	on	either	a	fully	
retrospective	or	modified	retrospective	basis.

The	Company	anticipates	adopting	ASU	No.	2020-06	as	of	January	1,	2021	on	a	fully	retrospective	basis.	For	
the	year	ended	December	31,	2020	after	adoption	of	ASU	No.	2020-16,	we	expect	interest	expense	will	decrease	
by	approximately	$44	million	and	the	income	tax	provision	will	increase	approximately	$10	million	resulting	in	an	
increase	in	net	earnings	from	continuing	operations	of	approximately	$34	million.	Basic	earnings	per	share	from	
continuing	operations	would	increase	approximately	$0.16	and	dilutive	earnings	per	share	from	continuing	
operations	would	increase	approximately	$0.09	with	an	increase	of	weighted	average	dilutive	shares	
outstanding	of	approximately	14	million	shares.	As	of	December	31,	2020	after	adoption	of	ASU	No.	2020-06,	we	
expect	long-term	debt,	net	to	increase	approximately	$300	million,	with	a	similar	reduction	in	additional	paid-in	
capital.

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Reclassifications

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

NOTE	3—INCOME	TAXES

U.S.	and	foreign	earnings	before	income	taxes	are	as	follows:

U.S.	

Foreign

								Total

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

$	

$	

503,802	 $	

424,474	 $	

367,567	

82,983	

78,384	

94,844	

586,785	 $	

502,858	 $	

462,411	

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

Current	income	tax	provision	(benefit):
Federal

State

Foreign

						Current	income	tax	provision

Deferred	income	tax	provision	(benefit):
Federal

State

Foreign

						Deferred	income	tax	provision	(benefit)

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

$	

(2,044)	 $	

964	 $	

1,640	

28,293	

27,889	

21,750	

(11,575)	

(5,190)	

4,985	

342	

26,527	

27,833	

(8,367)	

(10,345)	

(896)	

(19,608)	

(688)	

341	

34,659	

34,312	

(14,027)	

(2,343)	

(6,635)	

(23,005)	

						Income	tax	provision

$	

32,874	 $	

8,225	 $	

11,307	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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	tax	credits	and	net	operating	losses.

Deferred	tax	assets:
Net	operating	loss	carryforwards

Tax	credit	carryforwards

Disallowed	interest	carryforwards

Stock-based	compensation

Other

					Total	deferred	tax	assets

Less	valuation	allowance
					Net	deferred	tax	assets

Deferred	tax	liabilities:
Intangible	assets

Right-of-use	assets

Property	and	equipment

Other

				Total	deferred	tax	liabilities

				Net	deferred	tax	assets

December	31,

2020

2019

(In	thousands)

$	

152,012	 $	

152,469	

102,012	

56,630	

16,073	

34,815	

361,542	

(71,090)	
290,452	

(44,200)	

(17,306)	

(17,218)	

(4,928)	

(83,652)	

68,787	

28,673	

14,274	

20,711	

284,914	

(52,913)	
232,001	

(43,568)	

(10,056)	

(3,275)	

(891)	

(57,790)	

$	

206,800	 $	

174,211	

The	Company’s	tax	group	for	federal	and	consolidated	state	income	tax	purposes	includes	Former	IAC	up	to	

and	including	the	Separation	date.	As	a	result	of	the	Separation,	a	portion	of	the	Company’s	temporary	
differences	and	tax	attributes	from	our	federal	and	consolidated	state	income	tax	filings	were	allocated	between	
the	Company	and	IAC.	The	allocation	attributable	to	IAC	resulted	in	an	increase	to	the	Company’s	deferred	tax	
asset	and	additional	paid-in	capital.	The	allocation	attributable	to	the	Company	was	recorded	in	2020	and	is	
preliminary	and	subject	to	adjustment.	Any	subsequent	adjustment	to	allocated	tax	attributes	will	be	recognized	
as	an	adjustment	to	deferred	taxes	and	additional	paid-in	capital.

At	December	31,	2020,	the	Company	has	federal	and	state	net	operating	losses	(“NOLs”)	of	$499.6	million	

and	$344.7	million,	respectively.	If	not	utilized,	$13.8	million	of	the	federal	NOLs	can	be	carried	forward	
indefinitely,	and	$485.8	million	will	expire	at	various	times,	primarily	between	2034	and	2037.	Of	the	state	NOLs,	
$168.4	million	can	be	carried	forward	indefinitely	and	$176.3	million	will	expire	at	various	times,	primarily	
between	2022	and	2037.	Federal	and	state	NOLs	of	$385.3	million	and	$300.9	million,	respectively,	can	be	used	
against	future	taxable	income	without	restriction	and	the	remaining	NOLs	will	be	subject	to	limitations	under	
Section	382	of	the	Internal	Revenue	Code,	separate	return	limitations,	federal	taxable	income	limitations,	and	
applicable	state	law.	At	December	31,	2020,	the	Company	has	foreign	NOLs	of	$116.8	million	available	to	offset	
future	income.	Of	these	foreign	NOLs,	$99.3	million	can	be	carried	forward	indefinitely	and	$17.5	million	will	
expire	at	various	times	between	2021	and	2037.	During	2020,	the	Company	recognized	tax	benefits	related	to	
NOLs	of	$2.7	million.	At	December	31,	2020,	the	Company	has	federal	and	foreign	disallowed	interest	
carryforwards	of	$206.5	million	and	$57.1	million,	respectively,	that	can	be	carried	forward	indefinitely	and	can	
be	used	against	future	taxable	income.

At	December	31,	2020,	the	Company	has	tax	credit	carryforwards	of	$131.0	million.	Of	this	amount,	$92.8	
million	relates	to	federal	and	state	tax	credits	for	research	activities,	of	which	$59.9	million	will	expire	at	various	
times	between	2033	and	2040.	Our	credit	carryforwards	also	include	$38.2	million	of	foreign	tax	credits,	of	
which	$36.2	million	will	expire	between	2021	and	2027.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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,	2020,	we	recorded	a	valuation	allowance	of	$29.8	million	related	to	
U.S.	foreign	tax	credits	for	which	we	do	not	believe	a	tax	benefit	is	more	likely	than	not	to	be	realized	within	the	
carryforward	period.	At	December	31,	2020,	the	Company	has	a	valuation	allowance	of	$71.1	million	related	to	
the	portion	of	credits,	NOLs,	and	other	items	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,

2020

2019

2018

(In	thousands)

Income	tax	provision	at	the	federal	statutory	rate	of	21%
State	income	taxes,	net	of	effect	of	federal	tax	benefit

$	

123,225	 $	
7,679	

105,600	 $	
9,627	

Stock-based	compensation

Research	credits

Change	in	valuation	allowance	for	foreign	tax	credits

Foreign	income	taxed	at	a	different	statutory	rate

Withholding	taxes

Change	in	uncertain	tax	positions

Non-taxable	foreign	currency	exchange	gains	and	losses

Transition	tax

Other,	net

				Income	tax	provision

(112,203)	

(21,306)	

29,787	

4,884	

2,933	

(5,770)	

688	

—	

2,957	

(90,374)	

(27,248)	

—	

3,526	

5,023	

(637)	

(557)	

—	

3,265	

97,106	
7,246	

(92,140)	

(6,701)	

—	

13,129	

3,566	

(1,780)	

(2,086)	

(3,178)	

(3,855)	

$	

32,874	 $	

8,225	 $	

11,307	

A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits,	including	penalties	but	

excluding	interest,	is	as	follows:

December	31,

2020

2019

2018

(In	thousands)

Balance	at	January	1
Additions	based	on	tax	positions	related	to	the	current	year

Additions	for	tax	positions	of	prior	years

Reductions	for	tax	positions	of	prior	years

Expiration	of	applicable	statute	of	limitations

$	

53,324	 $	

7,818	

1,772	

(16,512)	

(778)	

35,679	 $	
11,221	

7,599	

(283)	

(892)	

Balance	at	December	31

$	

45,624	 $	

53,324	 $	

25,063	
8,589	

3,901	

(134)	

(1,740)	

35,679	

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

income	tax	provision.	Our	income	tax	provision,	for	the	years	ended	December	31,	2020,	2019,	and	2018,	
includes	a	(decrease)	or	increase	of	interest	and	penalties	of	$(1.7)	million,	$0.1	million,	and	$(0.1)	million,	
respectively.	At	December	31,	2020	and	2019,	noncurrent	income	taxes	payable	include	accrued	interest	and	
penalties	of	$1.9	million	and	$3.1	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	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

income	and	deductions	among	various	tax	jurisdictions.	The	Internal	Revenue	Service	(“IRS”)	has	substantially	
completed	its	audit	of	the	Company’s	federal	income	tax	returns	for	the	years	ended	December	31,	2010	
through	2016	resulting	in	reductions	to	the	manufacturing	deduction	and	research	credits	claimed.	The	IRS	
began	an	audit	of	the	year	ended	December	31,	2017	in	the	second	quarter	of	2020.	The	statute	of	limitations	
for	years	2010	through	2012	has	been	extended	to	May	31,	2021,	and	the	statute	of	limitations	for	years	2013	
through	2017	has	been	extended	to	June	30,	2022.	Various	other	jurisdictions	are	open	to	examination	for	tax	
years	beginning	with	2009.	Income	taxes	payable	include	reserves	considered	sufficient	to	pay	assessments	that	
may	result	from	examination	of	prior	year	tax	returns.	We	consider	many	factors	when	evaluating	and	
estimating	our	tax	positions	and	tax	benefits,	which	may	require	periodic	adjustment,	and	which	may	not	
accurately	anticipate	actual	outcomes.	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.	To	the	extent	
that	the	final	tax	outcome	of	these	matters	is	different	from	the	amounts	recorded,	such	differences	will	affect	
the	income	tax	provision	in	the	period	in	which	such	determination	is	made,	and	could	have	a	material	impact	on	
our	financial	condition	and	operating	results.

At	December	31,	2020	and	2019,	unrecognized	tax	benefits,	including	interest,	were	$46.7	million	and	
$55.5	million,	respectively.	If	unrecognized	tax	benefits	at	December	31,	2020	are	subsequently	recognized,	
$41.8	million,	net	of	related	deferred	tax	assets	and	interest,	would	reduce	income	tax	expense.	The	comparable	
amount	as	of	December	31,	2019	was	$51.9	million.	The	Company	believes	that	it	is	reasonably	possible	that	its	
unrecognized	tax	benefits	could	decrease	by	approximately	$4.5	million	by	December	31,	2021,	primarily	due	to	
settlements	and	expirations	of	statutes	of	limitations.

On	December	22,	2017,	the	U.S.	enacted	the	Tax	Cuts	and	Jobs	Act	(the	“TCJA”),	which,	among	other	
things,	reduced	the	U.S.	federal	corporate	income	tax	rate	from	35%	to	21%,	subjected	to	U.S.	taxation	certain	
previously	deferred	earnings	of	foreign	subsidiaries	as	of	December	31,	2017	(“Transition	Tax”)	and	generally	
eliminated	U.S.	taxes	on	foreign	subsidiary	distributions.	The	Company	was	able	to	make	a	reasonable	estimate	
of	the	Transition	Tax	and	recorded	a	provisional	transition	tax	expense	in	2017.	During	2018,	the	Company	
finalized	this	calculation,	which	resulted	in	a	$3.2	million	reduction	in	the	Transition	Tax.	The	net	reduction	in	the	
Transition	Tax	was	due	primarily	to	the	utilization	of	additional	foreign	tax	credits,	partially	offset	by	additional	
taxable	earnings	and	profits	of	our	foreign	subsidiaries	based	on	guidance	issued	by	the	IRS	subsequent	to	
December	21,	2017.

Generally,	our	ability	to	distribute	the	$158.1	million	cash	and	cash	equivalents	held	by	our	foreign	
subsidiaries	at	December	31,	2020	is	limited	to	that	subsidiary’s	distributable	reserves	and	after	considering	
other	corporate	legal	restrictions.	As	a	result	of	the	TCJA,	our	earnings	in	foreign	jurisdictions	are	generally	
available	for	distribution	to	the	U.S.	without	significant	tax	consequences.

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

NOTE	4—DISCONTINUED	OPERATIONS

On	June	30,	2020,	as	part	of	the	Separation	described	in	“Note	1—Organization,”	the	operations	of	Former	

IAC	businesses	other	than	Match	Group	are	presented	as	discontinued	operations.

The	components	of	assets	and	liabilities	of	discontinued	operations	in	the	accompanying	consolidated	

balance	sheet	at	December	31,	2019	consisted	of	the	following:

December	31,	2019

(In	thousands)

$	

2,673,619	

19,993	

181,875	

152,592	

3,028,079	

270,288	

1,614,623	

350,150	

347,976	

247,746	

2,830,783	

13,750	

74,166	

178,647	

322,333	

588,896	

231,946	

6,410	

28,751	

180,307	

447,414	

$	

$	

$	

$	

$	

$	

$	

Cash	and	cash	equivalents

Marketable	securities

Accounts	receivable,	net

Other	current	assets

Total	current	assets	in	discontinued	operations

Property	and	equipment,	net

Goodwill

Intangible	assets,	net

Long-term	investments

Other	non-current	assets

Total	non-current	assets	in	discontinued	operations

Current	portion	of	long-term	debt

Accounts	payable,	trade

Deferred	revenue

Accrued	expenses	and	other	current	liabilities

Total	current	liabilities	in	discontinued	operations

Long-term	debt,	net

Income	taxes	payable

Deferred	income	taxes

Other	long-term	liabilities

Total	long-term	liabilities	in	discontinued	operations

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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,	

2020,	2019,	and	2018	consist	of	the	following:

Revenue

Operating	costs	and	expenses

Operating	(loss)	income

Interest	expense

Other	(expense)	income

Income	tax	benefit

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

$	

1,410,485	 $	

2,705,797	 $	

2,533,042	

(1,840,178)	

(2,769,918)	

(2,517,372)	

(429,693)	

(3,772)	

(2,503)	

69,898	

(64,121)	

(12,993)	

68,767	

57,534	

15,670	

(14,759)	

298,236	

7,496	

(Loss)	earnings	from	discontinued	operations

$	

(366,070)	 $	

49,187	 $	

306,643	

NOTE	5—GOODWILL	AND	INTANGIBLE	ASSETS

Goodwill	and	intangible	assets,	net,	are	as	follows:

Goodwill

Intangible	assets	with	indefinite	lives

Intangible	assets	with	definite	lives,	net

Total	goodwill	and	intangible	assets,	net

December	31,

2020

2019

(In	thousands)

$	 1,270,532	 $	 1,239,839	

226,605	

4,295	

221,199	

7,125	

$	 1,501,432	 $	 1,468,163	

For	the	year	ended	December	31,	2019,	the	Company	recognized	an	impairment	charge	on	the	Match	
brand	in	the	UK	of	$6.6	million.	During	the	year	ended	December	31,	2020,	the	Company	recognized	additional	
impairment	charges	totaling	$4.6	million	related	to	the	Match	brand	in	the	UK	and	the	Meetic	brand	in	Europe	
as	the	outbreak	of	COVID-19	placed	additional	pressure	on	projected	2020	revenues	at	these	brands.	These	
charges	are	included	within	amortization	expense	in	the	consolidated	statement	of	operations	for	the	years	then	
ended.

The	following	table	presents	the	balance	of	goodwill,	including	the	changes	in	the	carrying	value	of	

goodwill,	for	the	years	ended	December	31,	2020	and	2019:

Balance	at	January	1

Additions

Foreign	Exchange	Translation

Other

Balance	at	December	31

December	31,

2020

2019

(In	thousands)

$	 1,239,839	 $	 1,245,012	

—	

30,948	

(255)	

3,553	

(8,726)	

—	

$	 1,270,532	 $	 1,239,839	

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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,	2020	and	2019,	intangible	assets	with	definite	lives	are	as	follows:

Gross
Carrying
Amount

December	31,	2020

Accumulated
Amortization

(In	thousands)

Net

Patent	and	technology

$	

11,044	 $	

(6,943)	 $	

4,101	

Trade	names

Other	

Total

5,114	

3,688	

(5,114)	

(3,494)	

—	

194	

$	

19,846	 $	

(15,551)	 $	

4,295	

Gross
Carrying
Amount

December	31,	2019

Accumulated
Amortization

(In	thousands)

Net

Weighted-
Average
Useful	Life
	(Years)

9.3

—

3.0

9.0

Weighted-
Average
Useful	Life
	(Years)

Patent	and	technology

$	

10,797	 $	

(5,876)	 $	

Trade	names

Other

Total

6,297	

3,775	

(4,986)	

(2,882)	

$	

20,869	 $	

(13,744)	 $	

4,921	

1,311	

893	

7,125	

8.9

3.0

4.0

7.2

At	December	31,	2020,	amortization	of	intangible	assets	with	definite	lives	is	estimated	to	be	as	follows:

2021

2022

2023

2024

2025	and	thereafter

Total

(In	thousands)

$	

$	

813	

706	

596	

450	

1,730	

4,295	

NOTE	6—FINANCIAL	INSTRUMENTS

Equity	securities	without	readily	determinable	fair	values

At	December	31,	2020	and	2019,	the	carrying	value	of	the	Company’s	investments	in	equity	securities	

without	readily	determinable	fair	values	totaled	$14.2	million	and	$5.1	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,	2020,	since	the	adoption	of	ASU	2016-01	on	January	1,	2018	through	
December	31,	2020,	were	$2.1	million.	For	the	year	ended	December	31,	2020,	there	were	no	adjustments	to	
the	carrying	value	of	equity	securities	without	readily	determinable	fair	values.	For	the	years	ended	December	
31,	2019	and	2018,	we	recognized	impairments	of	$4.0	million	and	$2.1	million,	respectively,	which	are	included	
in	“Other	income	(expense),	net”	in	the	accompanying	consolidated	statement	of	operations.

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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:

Assets:
Cash	equivalents:

Money	market	funds

Time	deposits

Total

Assets:
Cash	equivalents:

Money	market	funds

Time	deposits

Total

Quoted	Market
Prices	in	Active
Markets	for
Identical	Assets
(Level	1)

December	31,	2020

Significant	Other	
Observable	
Inputs
(Level	2)

(In	thousands)

Total
Fair	Value
Measurements

$	

$	

147,615	 $	

—	 $	

147,615	

—	

50,000	

50,000	

147,615	 $	

50,000	 $	

197,615	

Quoted	Market
Prices	in	Active
Markets	for
Identical	Assets
(Level	1)

December	31,	2019

Significant	Other	
Observable	
Inputs
(Level	2)

(In	thousands)

Total
Fair	Value
Measurements

$	

$	

150,865	 $	

—	 $	

150,865	

—	

30,000	

30,000	

150,865	 $	

30,000	 $	

180,865	

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.

Long-term	debt,	net	(a)
______________________

December	31,	2020

December	31,	2019

Carrying	Value

Fair	Value

Carrying	Value

Fair	Value

$	 (3,534,706)	 $	 (6,267,976)	 $	 (2,889,626)	 $	 (3,904,406)	

(In	thousands)

(a) At	December	31,	2020	and	2019,	the	carrying	value	of	long-term	debt,	net	includes	unamortized	
original	issue	discount	and	debt	issuance	costs	of	$357.8	million	and	$402.9	million,	respectively.

At	December	31,	2020	and	2019,	the	fair	value	of	long-term	debt,	net	is	estimated	using	observable	market	

prices	or	indices	for	similar	liabilities,	which	are	Level	2	inputs.

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

NOTE	7—LONG-TERM	DEBT,	NET	

Long-term	debt,	net	consists	of:

Credit	Facility	due	February	13,	2025

Term	Loan	due	February	13,	2027

6.375%	Senior	Notes	(the	“6.375%	Senior	Notes”)
5.00%	Senior	Notes	due	December	15,	2027	(the	“5.00%	Senior	

Notes”);	interest	payable	each	June	15	and	December	15

4.625%	Senior	Notes	due	June	1,	2028	(the	“4.625%	Senior	Notes”);	

interest	payable	each	June	1	and	December	1

5.625%	Senior	Notes	due	February	15,	2029	(the	“5.625%	Senior	

Notes”);	interest	payable	each	February	15	and	August	15

4.125%	Senior	Notes	due	August	1,	2030	(the	“4.125%	Senior	Notes”);	

interest	payable	each	February	1	and	August	1

0.875%	Exchangeable	Senior	Notes	due	October	1,	2022	(the	“2022	
Exchangeable	Notes”);	interest	payable	each	April	1	and	October	1

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

Exchangeable	Notes”);	interest	payable	each	June	15	and	December	
15

2.00%	Exchangeable	Senior	Notes	due	January	15,	2030	(the	“2030	

Exchangeable	Notes”);	interest	payable	each	January	15	and	July	15

Total	long-term	debt

Less:	Unamortized	original	issue	discount

Less:	Unamortized	debt	issuance	costs

Total	long-term	debt,	net

Term	Loan	and	Credit	Facility

December	31,

2020

2019

$	

(In	thousands)

—	 $	

425,000	

—	

—	

425,000	

400,000	

450,000	

450,000	

500,000	

—	

350,000	

350,000	

500,000	

—	

517,500	

517,500	

575,000	

575,000	

575,000	

3,892,500	

312,891	

44,903	

575,000	

3,292,500	

357,887	

44,987	

$	

3,534,706	 $	

2,889,626	

In	connection	with	the	Separation,	Former	Match	Group	was	merged	into	and	with	MG	Holdings	II.	MG	

Holdings	II	replaced	Former	Match	Group	as	borrower	under	the	Credit	Agreement	and	assumed	its	obligations	
thereunder	and	under	the	Term	Loan	and	Credit	Facility,	as	successor	to	Former	Match	Group.

MG	Holdings	II,	an	indirect	wholly-owned	subsidiary	of	the	Company,	entered	into	the	Term	Loan	under	a	

credit	agreement	(the	“Credit	Agreement”)	on	November	16,	2015.	On	February	13,	2020,	the	Term	Loan	was	
amended	to	reprice	the	outstanding	balance	to	LIBOR	plus	1.75%	and	extend	its	maturity	from	November	16,	
2022	to	February	13,	2027.	Additionally,	the	amendment	provided	for	a	benchmark	replacement	should	the	
LIBOR	rate	not	be	available	in	the	future.	The	rate	used	would	be	agreed	to	between	the	administrative	agent	
and	the	Company	and	may	be	based	upon	a	secured	overnight	financing	rate	at	the	Federal	Reserve	Bank	of	New	
York.	Additional	information	about	the	benchmark	replacement	can	be	found	in	Amendment	No.	6	to	the	Credit	
Agreement.	At	both	December	31,	2020	and	December	31,	2019,	the	outstanding	balance	on	the	Term	Loan	was	
$425	million	and	the	interest	rate	of	the	Term	Loan	was	1.96%	and	4.44%	as	of	those	dates,	respectively.	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	contained	in	the	Credit	Agreement.

On	February	13,	2020,	the	Credit	Facility	was	amended	to,	among	other	things,	increase	the	available	

borrowing	capacity	from	$500	million	to	$750	million,	reduce	interest	rate	margins	by	0.125%,	and	extend	its	
maturity	to	February	13,	2025.	At	December	31,	2020	and	December	31,	2019,	there	were	no	outstanding	
borrowings	under	the	Credit	Facility.	At	December	31,	2020,	there	were	letters	of	credit	of	$0.2	million	
outstanding.	At	December	31,	2020,	we	had	$749.8	million	available	under	the	Credit	Facility.	No	letters	of	credit	

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

were	outstanding	at	December	31,	2019.	The	annual	commitment	fee	on	undrawn	funds,	which	was	25	basis	
points	as	of	December	31,	2020,	is	based	on	the	current	leverage	ratio.	Borrowings	under	the	Credit	Facility	bear	
interest,	at	MG	Holdings	II’s	option,	at	a	base	rate	or	LIBOR,	in	each	case	plus	an	applicable	margin,	based	on	MG	
Holdings	II’s	consolidated	net	leverage	ratio.	The	terms	of	the	Credit	Facility	require	MG	Holdings	II	to	maintain	a	
consolidated	net	leverage	ratio	of	not	more	than	5.0	to	1.0.

The	Credit	Facility	and	Term	Loan	contain	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	in	the	event	a	default	has	occurred.	There	are	additional	
covenants	under	these	debt	agreements	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

	In	connection	with	the	Separation	on	June	30,	2020,	MG	Holdings	II	replaced	the	Former	Match	Group	as	
issuer	of	each	of	the	Senior	Notes	and	assumed	its	obligations	thereunder	and	under	the	indentures	governing	
each	of	the	Senior	Notes,	respectively,	as	successor	to	Former	Match	Group.

The	4.625%	Senior	Notes	were	issued	on	May	19,	2020.	The	proceeds	from	these	notes	were	used	to	

redeem	the	outstanding	6.375%	Senior	Notes,	to	pay	expenses	associated	with	the	offering,	and	for	general	
corporate	purposes.	At	any	time	prior	to	June	1,	2023,	these	notes	may	be	redeemed	at	a	redemption	price	
equal	to	the	sum	of	the	principal	amount,	plus	accrued	and	unpaid	interest	and	a	make-whole	premium	set	forth	
in	the	indenture	governing	the	notes.	Thereafter,	these	notes	may	be	redeemed	at	redemption	prices	set	forth	
in	the	indenture	governing	the	notes,	together	with	accrued	and	unpaid	interest	to	the	applicable	redemption	
date,	if	redeemed	during	the	twelve-month	period	beginning	on	June	1	of	the	years	indicated	below:

Beginning	June	1,

2023

2024

2025	and	thereafter

Percentage

102.313%

101.156%

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	$3.00	per	common	share	of	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	redemption	prices	set	forth	in	the	
indenture	governing	the	notes,	together	with	accrued	and	unpaid	interest	to	the	applicable	redemption	date,	if	
redeemed	during	the	twelve-month	period	beginning	on	May	1	of	the	years	indicated	below:

Beginning	May	1,

2025

2026

2027

2028	and	thereafter

Percentage

102.063%

101.375%

100.688%

100.000%

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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	
redemption	prices	set	forth	below,	together	with	accrued	and	unpaid	interest	to	the	applicable	redemption	date,	
if	redeemed	during	the	twelve-month	period	beginning	on	February	15	of	the	years	indicated	below:

Beginning	February	15,

2024

2025

2026

2027	and	thereafter

Percentage

102.813%

101.875%

100.938%

100.000%

The	5.00%	Senior	Notes	were	issued	on	December	4,	2017.	The	proceeds,	along	with	cash	on	hand,	were	

used	to	redeem	then	outstanding	senior	notes	and	pay	the	related	call	premium.	At	any	time	prior	to	December	
15,	2022,	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	thereon	to	the	applicable	redemption	date,	if	redeemed	during	the	twelve-month	period	
beginning	on	December	15	of	the	years	indicated	below:

Beginning	December	15,

2022

2023

2024

2025	and	thereafter

Percentage

102.500%

101.667%

100.833%

100.000%

The	6.375%	Senior	Notes	were	redeemed	on	June	11,	2020	with	proceeds	from	the	4.625%	Senior	Notes.	

The	related	call	premium	of	$12.8	million	and	$2.9	million	of	unamortized	original	issue	discount	and	debt	
issuance	costs	related	to	the	6.375%	Senior	Notes	are	included	in	“Other	(expense)	income,	net”	in	the	
consolidated	statement	of	operations	for	the	year	ended	December	31,	2020.

The	indentures	governing	the	5.00%	Senior	Note	contain	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	indentures)	exceeds	5.0	to	1.0.	At	
December	31,	2020,	there	were	no	limitations	pursuant	thereto.	There	are	additional	covenants	in	those	
indentures	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	certain	
financial	ratios	set	forth	therein,	and	(ii)	incur	liens,	enter	into	agreements	restricting	the	ability	of	MG	Holdings	
II’s	subsidiaries	to	pay	dividends,	enter	into	transactions	with	affiliates	and	consolidate,	merge	or	sell	
substantially	all	of	their	assets.	The	indentures	governing	the	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,	and	our	ability	to	consolidate,	merge,	sell	or	
otherwise	dispose	of	all	or	substantially	all	of	our	assets.

The	Senior	Notes	all	rank	equally	in	right	of	payment.

Exchangeable	Notes

During	2017,	Match	Group	FinanceCo,	Inc.,	a	direct,	wholly-owned	subsidiary	of	the	Company,	issued	
$517.5	million	aggregate	principal	amount	of	its	2022	Exchangeable	Notes.	During	2019,	Match	Group	FinanceCo	
2,	Inc.	and	Match	Group	FinanceCo	3,	Inc.,	direct,	wholly-owned	subsidiaries	of	the	Company,	issued	
$575.0	million	aggregate	principal	amount	of	its	2026	Exchangeable	Notes	and	$575.0	million	aggregate	principal	
amount	of	its	2030	Exchangeable	Notes,	respectively.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

The	2022,	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.

Following	the	Separation,	the	number	of	shares	of	the	Company’s	common	stock	into	which	each	$1,000	of	

principal	of	the	Exchangeable	Notes	is	exchangeable	and	the	approximate	equivalent	exchange	price	per	share	
were	adjusted	under	the	terms	of	each	of	the	respective	Exchangeable	Notes	to	reflect	the	conversion	of	each	
from	Former	IAC	amounts	to	Match	Group	amounts.	The	following	table	presents	details	of	the	exchangeable	
features	under	the	amended	Match	Group	terms:

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

22.7331 $	

11.4259 $	

11.8739 $	

43.99	

87.52	

July	1,	2022

March	15,	2026

84.22	 October	15,	2029

2022	Exchangeable	Notes

2026	Exchangeable	Notes

2030	Exchangeable	Notes

______________________

(a)

Subject	to	adjustment	upon	the	occurrence	of	specified	events.

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	during	the	period	of	30	consecutive	trading	days	
during	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	under	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	Company,	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	2022,	2026,	and	2030	Exchangeable	Notes	
would	be	mitigated	by	the	2022,	2026,	and	2030	Exchangeable	Notes	Hedges,	respectively.

The	Company’s	2022,	2026,	and	2030	Exchangeable	Notes	were	exchangeable	as	of	December	31,	2020;	

during	the	three	and	twelve	months	ended	December	31,	2020,	no	notes	were	exchanged.

The	following	table	presents	the	if-converted	value	that	exceeded	the	principal	of	each	note	based	on	the	

Company’s	stock	price	December	31,	2020	and	December	31,	2019,	respectively.	The	amounts	for	December	31,	
2020	represent	the	exchange	occurring	under	the	Match	Group	terms	and	for	December	31,	2019	represent	the	
exchange	occurring	under	Former	IAC	terms.

83

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

2022	Exchangeable	Notes

2026	Exchangeable	Notes

2030	Exchangeable	Notes

December	31,	2020

December	31,	2019

$	

$	

$	

(In	millions)

1,261.2	 $	

418.3	

457.2	

329.6	

N/A

N/A

Additionally,	each	of	Match	Group	FinanceCo	2,	Inc.	and	Match	Group	FinanceCo	3,	Inc.	may	redeem	for	

cash	all	or	any	portion	of	its	applicable	notes,	at	its	option,	on	or	after	June	20,	2023	and	July	20,	2026,	
respectively,	if	the	last	reported	sale	price	of	the	common	stock	underlying	the	respective	notes	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	Company	separately	accounts	for	the	debt	and	equity	components	of	the	Exchangeable	Notes,	and	
therefore,	the	Company	recorded	an	original	issue	discount	and	corresponding	increase	to	additional	paid-in	
capital,	which	is	the	fair	value	attributed	to	the	exchange	feature	of	each	series	of	debt	at	issuance.	The	
Company	is	amortizing	the	original	issue	discount	and	debt	issuance	costs	utilizing	the	effective	interest	method	
over	the	life	of	the	Exchangeable	Notes.	The	effective	interest	rates	for	the	2022,	2026,	and	2030	Exchangeable	
Notes	are	4.73%,	5.35%,	and	6.59%,	respectively.

The	following	tables	sets	forth	the	components	of	the	Exchangeable	Notes:

Liability	component:

Principal

Less:	unamortized	original	issue	discount

Net	carrying	value	of	the	liability	component

Equity	component

Liability	component:

Principal

Less:	unamortized	original	issue	discount

Net	carrying	value	of	the	liability	component

Equity	component

December	31,	2020

2022	Exchangeable	
Notes

2026	Exchangeable	
Notes

2030	Exchangeable	
Notes

(In	thousands)

$	

$	

$	

517,500	 $	

575,000	 $	

26,525	

111,806	

490,975	 $	

463,194	 $	

575,000	

168,531	

406,469	

70,363	 $	

138,796	 $	

189,213	

December	31,	2019

2022	Exchangeable	
Notes

2026	Exchangeable	
Notes

2030	Exchangeable	
Notes

(In	thousands)

517,500	 $	

575,000	 $	

40,768	

129,037	

476,732	 $	

445,963	 $	

575,000	

181,800	

393,200	

70,363	 $	

138,796	 $	

189,213	

$	

$	

$	

84

	
	
	
	
	
	
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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

Year	Ended	December	31,	2020

2022	Exchangeable	
Notes

2026	Exchangeable	
Notes

2030	Exchangeable	
Notes

$	

$	

(In	thousands)

4,528	 $	

5,031	 $	

14,243	

3,525	

17,231	

1,305	

22,296	 $	

23,567	 $	

11,500	

13,269	

721	

25,490	

Year	Ended	December	31,	2019

2022	Exchangeable	
Notes

2026	Exchangeable	
Notes

2030	Exchangeable	
Notes

$	

$	

(In	thousands)

4,528	 $	

2,963	 $	

13,256	

2,981	

9,759	

758	

20,765	 $	

13,480	 $	

6,772	

7,413	

420	

14,605	

Year	Ended	December	
31,	2018

2022	Exchangeable	
Notes

(In	thousands)

$	

$	

4,528	

13,134	

3,489	

21,151	

Contractual	interest	expense

Amortization	of	original	issue	discount

Amortization	of	debt	issuance	costs

Total	interest	expense	recognized

Contractual	interest	expense

Amortization	of	original	issue	discount

Amortization	of	debt	issuance	costs

Total	interest	expense	recognized

Contractual	interest	expense

Amortization	of	original	issue	discount

Amortization	of	debt	issuance	costs

Total	interest	expense	recognized

Exchangeable	Notes	Hedge	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	Hedge”),	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,	Inc.,	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	common	stock	exceeds	their	respective	
strike	prices.

Following	the	Separation,	the	number	of	shares	and	the	approximate	equivalent	exchange	price	per	share	

for	the	related	Exchangeable	Notes	Hedge	were	adjusted	to	reflect	the	conversion	from	Former	IAC	to	Match	
Group.	The	Exchangeable	Notes	Warrants	also	had	adjustments	in	the	number	of	shares	and	strike	price	per	

85

	
	
	
	
	
	
	
	
	
	
	
	
	
	
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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

share	to	reflect	the	conversion	from	Former	IAC	to	Match	Group.	The	following	tables	present	details	of	the	
Exchangeable	Notes	Hedges	and	Warrants	under	the	amended	Match	Group	terms:

Number	of	Shares(a)

Approximate	
Equivalent	Exchange	
Price	per	Share(a)

(Shares	in	millions)

11.8 $	

6.6 $	

6.8 $	

43.99	

87.52	

84.22	

Number	of	Shares(a)

Weighted	Average	
Strike	Price	per	
Share(a)

(Shares	in	millions)

11.8 $	

6.6 $	

6.8 $	

68.22	

134.76	

134.82	

$	

(In	thousands)

517,500	

575,000	

875,000	

500,000	

350,000	

1,075,000	

3,892,500	

312,891	

44,903	

$	

3,534,706	

2022	Exchangeable	Notes	Hedge

2026	Exchangeable	Notes	Hedge

2030	Exchangeable	Notes	Hedge

2022	Exchangeable	Notes	Warrants

2026	Exchangeable	Notes	Warrants

2030	Exchangeable	Notes	Warrants

______________________

(a)

Subject	to	adjustment	upon	the	occurrence	of	specified	events.

Long-term	debt	maturities

Years	Ending	December	31,

2022

2026

2027

2028

2029

2030

Total

Less:	Unamortized	original	issue	discount

Less:	Unamortized	debt	issuance	costs

Total	long-term	debt,	net

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,	95.9	million	shares	

of	Match	Group	common	stock	are	reserved	at	December	31,	2020.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Retirement	of	Treasury	Stock

On	June	30,	2020,	prior	to	the	Separation,	Former	IAC	retired	all	Former	IAC	common	stock	and	Class	B	
common	stock	then	held	in	treasury.	There	are	no	shares	of	common	stock	held	in	treasury	at	December	31,	
2020.

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.

Series	of	equity	transactions	related	to	the	Separation	of	Former	IAC

Upon	the	consummation	of	the	Separation,	holders	of	Former	IAC	common	stock	exchanged	each	share	of	

common	stock	for	(i)	one	share	of	Series	1	Mandatorily	Exchangeable	Preferred	Stock,	which	was	immediately	
exchanged	for	one	share	of	IAC	common	stock	and	then	retired;	and	(ii)	2.1584	shares	of	Match	Group	common	
stock,	par	value	$0.001	per	share.

Upon	the	consummation	of	the	Separation,	holders	of	Former	IAC	Class	B	common	stock	exchanged	each	

share	of	Class	B	common	stock	for	(i)	one	share	of	Series	2	Mandatorily	Exchangeable	Preferred	Stock,	which	was	
immediately	exchanged	for	one	share	of	IAC	Class	B	common	stock	and	then	retired;	and	(ii)	2.1584	shares	of	
Match	Group	common	stock,	par	value	$0.001	per	share.

Issuance	of	Common	Stock

In	July	2020,	in	connection	with	the	Separation,	Former	IAC	closed	the	sale	of	an	additional	17.3	million	
newly	issued	Match	Group	common	shares.	The	proceeds	of	$1.4	billion,	net	of	associated	fees,	were	transferred	
directly	to	IAC.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

NOTE	9—ACCUMULATED	OTHER	COMPREHENSIVE	LOSS	

The	following	tables	present	the	components	of	accumulated	other	comprehensive	(loss)	income	and	

items	reclassified	out	of	accumulated	other	comprehensive	loss	into	earnings.

Year	Ended	December	31,	2020

Foreign	Currency	
Translation	
Adjustment

Unrealized	(Loss)	
Gain	on	Available-
For-Sale	Security

Accumulated	Other	
Comprehensive	
(Loss)	Income

(In	thousands)

Balance	at	January	1

$	

(136,349)	 $	

—	 $	

(136,349)	

Other	comprehensive	income	(loss)	before	

reclassifications

Amounts	reclassified	into	earnings

Net	current	period	other	comprehensive	income	

(loss)

Allocation	of	accumulated	other	comprehensive	loss	

related	to	the	noncontrolling	interests

Separation	of	IAC

Balance	at	December	31

40,655	

(168)	

40,487	

628	

13,780	

(1)	

—	

(1)	

—	

1	

$	

(81,454)	 $	

—	 $	

40,654	

(168)	

40,486	

628	

13,781	

(81,454)	

Balance	at	January	1

Other	comprehensive	loss

Net	period	other	comprehensive	loss

Allocation	of	accumulated	other	comprehensive	loss	

related	to	the	noncontrolling	interests

Year	Ended	December	31,	2019

Foreign	Currency	
Translation	
Adjustment

Unrealized	Gain	
(Loss)	on	Available-
For-Sale	Security

Accumulated	Other	
Comprehensive	
(Loss)	Income

$	

(128,726)	 $	

4	 $	

(128,722)	

(In	thousands)

(7,938)	

(7,938)	

315	

(4)	

(4)	

—	

(7,942)	

(7,942)	

315	

Balance	at	December	31

$	

(136,349)	 $	

—	 $	

(136,349)	

Year	Ended	December	31,	2018

Foreign	Currency	
Translation	
Adjustment

Unrealized	Gain	
(Loss)	on	Available-
For-Sale	Security

Accumulated	Other	
Comprehensive	
(Loss)	Income

(In	thousands)

Balance	at	January	1

$	

(103,568)	 $	

—	 $	

(103,568)	

Other	comprehensive	(loss)	income	before	

reclassifications

Amounts	reclassified	into	earnings

Net	period	other	comprehensive	(loss)	income
Allocation	of	accumulated	other	comprehensive	loss	

related	to	the	noncontrolling	interests

(25,230)	

(52)	

(25,282)	

124	

4	

—	

4	

—	

(25,226)	

(52)	

(25,278)	

124	

Balance	at	December	31

$	

(128,726)	 $	

4	 $	

(128,722)	

At	December	31,	2020,	2019	and	2018,	there	was	no	tax	benefit	or	provision	on	the	accumulated	other	

comprehensive	loss.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

NOTE	10—EARNINGS	PER	SHARE

As	a	result	of	the	Separation,	weighted	average	basic	and	dilutive	shares	outstanding	for	all	periods	prior	to	

the	Separation	reflect	the	share	position	of	Former	IAC	multiplied	by	the	Separation	exchange	ratio	of	2.1584.	
The	following	table	sets	forth	the	computation	of	the	basic	and	diluted	earnings	per	share	attributable	to	Match	
Group	shareholders:

Years	Ended	December	31,

2020

2019

2018

Basic

Diluted

Basic

Diluted

Basic

Diluted

(In	thousands,	except	per	share	data)

$	553,911	 $	553,911	 $	494,633	 $	494,633	 $	451,104	 $	451,104	

(59,599)	

(59,599)	

	 (103,401)	

	 (103,401)	

(85,187)	

(85,187)	

—	

(9,999)	

—	

(25,997)	

—	

(24,783)	

$	494,312	 $	484,313	 $	391,232	 $	365,235	 $	365,917	 $	341,134	

Numerator

Net	earnings	from	continuing	

operations

Net	earnings	attributable	to	
noncontrolling	interests

Impact	from	subsidiaries'	dilutive	

securities	of	continuing	
operations(a)

Net	earnings	from	continuing	
operations	attributable	to	
Match	Group,	Inc.	
shareholders

(Loss)	earnings	from	discontinued	

operations,	net	of	tax

$	(366,070)	 $	(366,070)	 $	 49,187	 $	 49,187	 $	306,643	 $	306,643	

Net	loss	(earnings)	attributable	to	

noncontrolling	interests	of	
discontinued	operations

Impact	from	subsidiaries’	dilutive	

securities	of	discontinued	
operations(a)

Net	(loss)	earnings	from	

discontinued	operations	
attributable	to	shareholders
Net	earnings	attributable	to	Match	

319	

319	

(9,288)	

(9,288)	

(45,599)	

(45,599)	

—	

(240)	

—	

(67)	

—	

(445)	

	 (365,751)	

	 (365,991)	

39,899	

39,832	

	 261,044	

	 260,599	

Group,	Inc.	shareholders

$	128,561	 $	118,322	 $	431,131	 $	405,067	 $	626,961	 $	601,733	

Denominator
Weighted	average	basic	shares	

outstanding

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

Earnings	(loss)	per	share:
Earnings	per	share	from	continuing	

operations

(Loss)	earnings	per	share	from	

	 223,433	

	 223,433	

	 181,869	

	 181,869	

	 180,025	

	 180,025	

—	

19,031	

—	

12,480	

—	

17,085	

	 223,433	

	 242,464	

	 181,869	

	 194,349	

	 180,025	

	 197,110	

$	

2.21	 $	

2.00	 $	

2.15	 $	

1.88	 $	

2.03	 $	

1.73	

discontinued	operations,	net	of	tax $	

(1.64)	 $	

(1.51)	 $	

0.22	 $	

0.20	 $	

1.45	 $	

1.32	

Earnings	per	share	attributable	to	
Match	Group,	Inc.	shareholders

$	

0.58	 $	

0.49	 $	

2.37	 $	

2.08	 $	

3.48	 $	

3.05	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

______________________

(a) Prior	to	the	Separation,	Former	IAC	had	the	option	to	settle	certain	Former	Match	Group	and	ANGI	
Homeservices	(“ANGI”)	stock-based	awards	with	Former	IAC	shares.	For	the	period	prior	to	the	
Separation	in	the	year	ended	December	31,	2020,	for	continuing	operations	it	was	more	dilutive	for	
Former	Match	Group	to	settle	certain	Former	Match	Group	equity	awards;	and	for	discontinued	
operations	it	was	more	dilutive	for	ANGI	to	settle	certain	ANGI	equity	awards.	For	the	year	ended	
December	31,	2019,	for	continuing	operations	it	was	more	dilutive	for	Former	Match	Group	to	settle	
certain	Former	Match	Group	equity	awards;	and	for	discontinued	operations,	it	was	more	dilutive	for	
Former	IAC	to	settle	certain	ANGI	equity	awards.	For	the	year	ended	December	31,	2018,	for	continuing	
operations	it	was	more	dilutive	for	Former	IAC	to	settle	certain	Former	Match	Group	equity	awards;	and	
for	discontinued	operations	it	was	more	dilutive	for	Former	IAC	to	settle	certain	ANGI	equity	awards.

(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;	exchange	of	the	Company’s	Exchangeable	Notes;	and	vesting	of	restricted	stock	
units.	For	the	years	ended	December	31,	2020,	2019,	and	2018,	13.4	million,	24.1	million	and	7.5	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,	2020,	2019,	and	2018,	0.4	million,	0.4	million,	and	0.2	
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.

(d)

It	is	the	Company's	intention	to	settle	the	Exchangeable	Notes	through	a	combination	of	cash,	equal	to	
the	face	amount	of	the	notes,	and	shares.	As	a	result	of	the	Separation,	the	dilutive	impact	for	the	year	
ended	December	31,	2020	was	determined	by	calculating	the	dilutive	impact	for	the	period	after	the	
Separation	using	the	Match	Group	average	price	and	for	the	period	prior	to	the	Separation	using	the	
Former	IAC	average	price.	The	resulting	dilutive	impact	for	each	period	was	then	weighted	
proportionally.	The	Exchangeable	Notes	are	only	dilutive	for	periods	after	the	Separation	during	which	
the	average	price	of	Match	Group’s	common	stock	exceeded	the	approximate	per	share	exchange	price	
per	$1,000	principal	amount	of	$43.99,	$87.52	and	$84.22	for	the	2022	Exchangeable	Notes,	the	2026	
Exchangeable	Notes,	and	the	2030	Exchangeable	Notes,	respectively.	The	average	price	of	Match	
Group’s	common	stock	was	$119.08	for	the	six	months	ended	December	31,	2020.	For	periods	prior	to	
the	Separation,	the	Company	determined	the	dilutive	impact	of	the	Exchangeable	Notes	when	the	
average	price	of	Former	IAC	common	stock	exceeded	the	approximately	per	share	exchange	price	per	
$1,000	principal	amount	of	$152.18,	$302.77	and	$291.35	for	the	2022	Exchangeable	Notes,	the	2026	
Exchangeable	Notes,	and	the	2030	Exchangeable	Notes,	respectively.	The	average	price	of	Former	IAC’s	
common	stock	was	$235.09	for	the	six	months	ended	June	30,	2020.	For	the	year	ended	December	31,	
2020,	the	dilutive	impact	for	the	2022	Exchangeable	Notes,	2026	Exchangeable	Notes,	and	2030	
Exchangeable	Notes	was	5.0	million,	0.9	million,	and	1.0	million	shares,	respectively,	after	weighting	the	
respective	periods	of	2020	as	described	above.

For	the	years	ended	December	31,	2019	and	2018,	the	average	price	of	Former	IAC’s	common	stock	was	
$223.89	and	$167.61,	respectively,	and	the	dilutive	impact	of	the	2022	Exchangeable	Notes,	which	was	
the	only	series	of	Exchangeable	Notes	that	was	dilutive	for	those	periods,	was	2.4	million	and	0.7	million	
shares,	respectively.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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	cover	stock	options	to	acquire	shares	of	
Match	Group	common	stock,	RSUs,	and	stock	settled	stock	appreciation	rights	denominated	in	the	equity	of	
certain	of	our	subsidiaries,	in	each	case	with	respect	to	awards	previously	granted	by	Former	Match	Group	prior	
to	the	Separation,	as	well	as	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,	2020,	there	were	33.6	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	this	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.	
Stock	options	outstanding	will	generally	vest	in	four	equal	annual	installments	over	a	four-year	period.	RSUs	
outstanding	generally	vest	over	a	three-	or	four-year	period.	Market-based	awards	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	and	RSUs,	market-based	RSUs	and	PSUs	for	which	vesting	is	
considered	probable,	equity	instruments	denominated	in	shares	of	subsidiaries,	and	instruments	previously	
issued	by	Former	IAC	denominated	in	stock	options,	RSUs,	and	market-based	awards	of	IAC	held	by	Match	Group	
employees.	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,	2020,	there	is	$142.5	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	2.3	years.

The	total	income	tax	benefit	recognized	in	the	accompanying	consolidated	statement	of	operations	for	the	

years	ended	December	31,	2020,	2019	and	2018	related	to	all	stock-based	compensation	is	$136.6	million,	
$110.4	million	and	$107.2	million,	respectively.

The	aggregate	income	tax	benefit	recognized	related	to	the	exercise	of	stock	options	for	the	years	ended	

December	31,	2020,	2019,	and	2018	is	$105.5	million,	$73.4	million,	and	$103.3	million,	respectively.	As	the	
Company	is	currently	in	a	NOL	position	there	will	be	some	delay	in	the	timing	of	the	realization	of	cash	benefit	of	
income	tax	deductions	related	to	stock-based	compensation	because	it	will	be	dependent	upon	the	amount	and	
timing	of	future	taxable	income	and	the	timing	of	estimated	income	tax	payments.

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Stock	Options

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Stock	options	outstanding	at	December	31,	2020	and	changes	during	the	year	ended	December	31,	2020	

are	as	follows:

December	31,	2020

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term	(In	Years)

(Shares	and	intrinsic	value	in	thousands)

Aggregate
Intrinsic
Value

Shares

Former	IAC	options	outstanding	at	

January	1,	2020

Activity	between	January	1,	2020	and	June	

4,887	 $	

64.63	

30,	2020

Exercised

Forfeited

Former	IAC	options	outstanding	at	June	30,	
2020	prior	to	the	Separation	adjustment

Options	outstanding	as	of	June	30,	2020	

representing	Former	IAC	options	
converted	into	Match	Group	options	in	
conjunction	with	the	Separation(a)

Assumption	of	the	2015	and	2017	plans	of	

the	Former	Match	Group

Outstanding	at	June	30,	2020	after	

Separation	adjustment	and	adoption	of	
the	2015	and	2017	plans	of	Former	Match	
Group

Activity	between	July	1,	2020	and	December	

31,	2020

Exercised

Forfeited

Expired

Outstanding	at	December	31,	2020
Options	exercisable

______________________

(380)	

(10)	

4,497	

9,707	

5,744	

51.73	

65.22	

65.72	

21.14	

16.77	

15,451	

19.52	

(7,955)	

(67)	

(4)	

7,425	 $	

5,411	 $	

19.53	

22.43	

14.79	

19.48	

19.03	

5.7

5.4

$	

$	

977,957	

715,083	

(a)

Immediately	prior	to	the	Separation,	the	vesting	of	all	outstanding,	unvested	Former	IAC	stock	options	
was	accelerated,	and	all	Former	IAC	options	outstanding	were	converted	into	IAC	options	and	Match	
Group	options	pursuant	to	the	Employee	Matters	Agreement	entered	into	on	June	30,	2020	between	
Match	Group	and	IAC.	Each	Former	IAC	option	outstanding	converted	into	(i)	one	IAC	stock	option;	and	
(ii)	2.1584	Match	Group	stock	options,	which	are	reflected	here.	The	exercise	price	of	each	Former	IAC	
option	was	allocated	between	the	newly	created	options	of	IAC	and	Match	Group	based	on	the	relative	
value	of	IAC	and	Match	Group,	respectively,	to	the	Former	IAC	value	at	the	close	of	business	on	the	day	
of	Separation.

The	aggregate	intrinsic	value	in	the	table	above	represents	the	difference	between	Match	Group’s	closing	

stock	price	on	the	last	trading	day	of	2020	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,	2020.	The	
total	intrinsic	value	of	stock	options	exercised	during	the	period	from	July	1,	2020	to	December	31,	2020	is	
$737.9	million.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

In	connection	with	the	Separation,	Match	Group	assumed	all	outstanding	Former	Match	Group	stock	
options	on	the	same	terms	and	conditions	(including	applicable	vesting	requirements).	Each	assumed	option	was	
adjusted	to	reflect	the	$3.00	per	share	merger	consideration	paid	to	Former	Match	Group	stockholders	in	
connection	with	the	Separation.

The	following	table	summarizes	the	information	about	stock	options	outstanding	and	exercisable	at	

December	31,	2020:

Range	of	Exercise	Prices

$0.01	to	$10.00
$10.01	to	$20.00
$20.01	to	$30.00
$30.01	to	$50.00

Options	Outstanding

Options	Exercisable

Outstanding	at	
December	31,	
2020

Weighted-
Average
Remaining
Contractual
Life	in	Years

Weighted-
Average
Exercise
Price

Exercisable	at	
December	31,	
2020

(Shares	in	thousands)

Weighted-
Average
Remaining
Contractual
Life	in	Years

Weighted-
Average
Exercise
Price

1,105	
2,633	
3,345	
342	
7,425	

5.3
5.7
5.7
7.1
5.7

$	

$	

8.57	
15.12	
24.20	
42.18	
19.48	

1,079	
1,559	
2,570	
203	
5,411	

5.3
5.4
5.4
7.2
5.4

$	

$	

8.56	
14.35	
24.11	
46.30	
19.03	

There	were	no	stock	options	granted	by	the	Company	during	the	years	ended	December	31,	2020	and	

2019.

Cash	received	from	Match	Group	stock	option	exercises	for	the	period	between	July	1,	2020	and	
December	31,	2020	was	$155.4	million.	No	cash	was	received	from	stock	option	exercises	for	the	year	ended	
December	31,	2019	and	the	period	from	January	1,	2020	to	June	30,	2020.	The	Company	discontinued	the	
practice	of	net	settling	options	as	of	July	1,	2020.

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	and	with	the	value	of	each	RSU	and	
PSU	equal	to	the	fair	value	of	Match	Group	common	stock	at	the	date	of	grant.	For	market-based	awards,	the	
grant	date	fair	value	was	estimated	using	a	lattice	model	that	incorporates	a	Monte	Carlo	simulation	of	the	
valuation	of	a	wholly-owned	business.	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.	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.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Unvested	RSUs,	PSUs,	and	market-based	awards	outstanding	at	December	31,	2020	and	changes	during	the	

year	ended	December	31,	2020	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,	2020

202	 $	 132.37	

—	 $	

—	

159	 $	 153.43	

Activity	between	January	1,	2020	

and	June	30,	2020

Granted

Vested

Forfeited

Converted	to	IAC	awards,	no	

longer	outstanding	at	Match	
Group	due	to	Separation

Assumption	of	the	2015	and	2017	

plans	of	the	Former	Match	
Group

Activity	between	July	1,	2020	and	

December	31,	2020

Granted

Vested

Forfeited

Expired

8	

295.37	

(78)	 	

104.62	

(3)	 	

222.34	

(129)	 	

158.27	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

(53)	 	

167.32	

—	

—	

(106)	 	

146.49	

3,464	

58.52	

355	

53.00	

912	

21.11	

277	

106.17	

195	

102.70	

(304)	 	

(138)	 	

—	

48.80	

67.99	

—	

—	

—	

—	

—	

—	

—	

—	

(111)	 	

(65)	 	

(22)	 	

—	

22.56	

23.84	

23.35	

19.34	

Unvested	at	December	31,	2020

3,299	 $	

63.02	

550	 $	

74.59	

714	 $	

______________________

(a) Represents	the	maximum	shares	issuable.

All	RSUs,	PSUs,	and	market-based	awards	outstanding	immediately	prior	to	the	Separation	were	converted	

to	IAC	awards.	All	expense,	income	tax	benefits,	and	cash	flow	activity	related	to	these	awards	is	included	in	
discontinued	operations.

The	weighted	average	fair	value	of	RSUs	and	PSUs	granted	during	the	period	between	July	1,	2020	and	

December	31,	2020,	based	on	market	prices	of	Match	Group’s	common	stock	on	the	grant	date,	was	$104.74.	
The	total	fair	value	of	RSUs	that	vested	during	the	period	between	July	1,	2020	and	December	31,	2020	was	
$14.8	million.	No	PSUs	vested	during	the	period	between	July,	1,	2020	and	December	31,	2020.

There	were	no	market-based	awards	granted	during	the	period	between	July	1,	2020	and	December	31,	

2020.	The	total	fair	value	of	market-based	awards	that	vested	during	the	period	between	July	1,	2020	and	
December	31,	2020	was	$2.5	million.

In	connection	with	the	Separation,	Match	Group	assumed	the	Former	Match	Group	outstanding	RSUs,	
PSUs,	and	Market-based	awards	on	the	same	terms	and	conditions	(including	applicable	vesting	requirements).	
Each	assumed	RSU,	PSU,	and	Market-based	award	was	adjusted	to	reflect	the	same	adjustment	Former	Match	
Group	stockholders	received	if	they	elected	a	fractional	stock	election	instead	of	the	$3.00	cash	election	in	
conjunction	with	the	Separation.

Equity	Instruments	Denominated	in	Shares	of	Certain	Subsidiaries

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

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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.	These	awards	can	have	significant	value	in	the	event	of	significant	appreciation.	The	fair	value	of	the	
common	stock	of	these	subsidiaries	is	generally	determined	through	a	third-party	valuation	pursuant	to	the	
terms	of	the	respective	subsidiary	equity	plan.	These	equity	awards	are	settled	on	a	net	basis,	with	the	award	
holder	entitled	to	receive	a	payment	in	shares	of	Match	Group	common	stock	with	a	total	value	equal	to	the	
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,	2020,	the	number	of	shares	of	Match	
Group	common	stock	that	would	be	required	to	settle	these	awards	at	current	estimated	fair	values,	including	
vested	and	unvested	awards	is	0.5	million	shares.

Capitalization	of	Stock-Based	Compensation

For	the	year	ended	December	31,	2020,	$5.1	million	of	stock-based	compensation	was	capitalized	related	

to	internal	use	software	development.	No	amounts	were	capitalized	for	the	years	ended	December	31,	2019	and	
2018.

Modifications	of	awards

During	the	years	ended	December	31,	2020,	2019	and	2018,	the	Company	modified	certain	equity	awards	

and	recognized	modification	charges	in	continuing	operations	of	$21.2	million,	$7.1	million	and	$3.2	million,	
respectively.

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:

Revenue

United	States

All	other	countries

Total

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

$	1,121,957	 $	 972,747	 $	 872,977	

	 1,269,312	

	 1,078,511	

856,873	

$	2,391,269	 $	2,051,258	 $	1,729,850	

The	United	States	is	the	only	country	from	which	revenue	is	greater	than	10	percent	of	total	revenue.

Long-lived	assets	(excluding	goodwill	and	intangible	assets)

United	States

All	other	countries

Total

December	31,

2020

2019

(In	thousands)

$	

91,683	 $	

83,630	

16,116	

17,435	

$	 107,799	 $	 101,065	

The	United	States	is	the	only	country	from	which	long-lived	assets	(excluding	goodwill	and	intangible	

assets)	is	greater	than	10	percent	of	total	long-lived	assets	(excluding	goodwill	and	intangible	assets).

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NOTE	13—LEASES

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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.	One	of	these	lease	
agreements	relates	to	a	property	owned	by	IAC.	See	“Note	15—Related	Party	Transactions”	for	additional	
information	on	the	intercompany	lease	agreement.

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	
Company	will	exercise	the	options.	Lease	expense	is	recognized	on	a	straight-line	basis	over	the	term	of	the	
lease.	As	permitted	by	ASC	842,	leases	with	an	initial	term	of	twelve	months	or	less	(“short-term	leases”)	are	not	
recorded	on	the	accompanying	consolidated	balance	sheet.

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,	2020

December	31,	2019

Assets:
Right-of-use	assets

Right-of-use	assets

Liabilities:

Current	lease	liabilities

Accrued	expenses	and	other	current	
liabilities

Long-term	lease	liabilities

Other	long-term	liabilities

Total	lease	liabilities

(In	thousands)

85,009	 $	

34,448	

7,143	 $	

83,489	

90,632	 $	

9,674	

25,985	

35,659	

$	

$	

$	

Lease	Cost

Income	Statement	Classification

Year	Ended	December	
31,	2020

Year	Ended	December	
31,	2019

Cost	of	revenue
General	and	administrative	expense

Cost	of	revenue

General	and	administrative	expense

Fixed	lease	cost
Fixed	lease	cost

Total	fixed	lease	cost(a)

Variable	lease	cost

Variable	lease	cost

Total	variable	lease	cost
Net	lease	cost

______________________

$	

$	

(In	thousands)

3,215	 $	

15,548	

18,763	

312	

2,882	

3,194	
21,957	 $	

3,560	
12,638	

16,198	

358	

2,248	

2,606	
18,804	

(a)

Includes	approximately	$2.7	million	and	$3.0	million	of	short-term	lease	cost,	and	$1.2	million	and	$0.8	
million	of	sublease	income,	for	the	years	ended	December	31,	2020	and	December	31,	2019,	
respectively.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Maturities	of	lease	liabilities	as	of	December	31,	2020:

2021

2022

2023

2024

2025

After	2024

Total

Less:	Interest
Less:	Tenant	improvement	receivables

Present	value	of	lease	liabilities

(In	thousands)

14,806	

12,776	

10,037	

9,054	

9,118	

62,458	

118,249	

(21,882)	

(5,735)	
90,632	

$	

$	

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

Remaining	lease	term

Discount	rate

December	31,	2020

December	31,	2019

10.6	years

	3.80	%

4.0	years

	5.05	%

Year	Ended	December	
31,	2020

Year	Ended	December	
31,	2019

(In	thousands)

Other	information:
Right-of-use	assets	obtained	in	exchange	for	lease	liabilities

$	

Cash	paid	for	amounts	included	in	the	measurement	of	lease	liabilities $	

69,886	 $	

14,809	 $	

4,720	

15,725	

NOTE	14—COMMITMENTS	AND	CONTINGENCIES

Commitments

The	Company	has	funding	commitments	in	the	form	of	purchase	obligations	and	surety	bonds.	The	
purchase	obligations	due	in	less	than	one	year	are	$54.0	million,	the	purchase	obligations	due	between	one	and	
three	years	are	$9.0	million,	and	purchase	obligations	due	between	three	and	five	years	are	$12.0	million,	for	a	
total	of	$75.0	million	in	purchase	obligations.	The	purchase	obligations	primarily	relate	to	web	hosting	services.	
Letters	of	credit	and	surety	bonds	totaling	$0.2	million	are	currently	outstanding	as	of	December	31,	2020.

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	

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

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

Tinder	Optionholder	Litigation	Against	Former	Match	Group	and	Match	Group

On	August	14,	2018,	ten	then-current	and	former	employees	of	Match	Group,	LLC	or	Tinder,	Inc.	(“Tinder”),	
a	former	subsidiary	of	Former	Match	Group,	filed	a	lawsuit	in	New	York	state	court	against	Former	Match	Group	
and	Match	Group.	See	Sean	Rad	et	al.	v.	IAC/InterActiveCorp	and	Match	Group,	Inc.,	No.	654038/2018	(Supreme	
Court,	New	York	County).	The	complaint	alleges	that	in	2017,	the	defendants:	(i)	wrongfully	interfered	with	a	
contractually	established	process	for	the	independent	valuation	of	Tinder	by	certain	investment	banks,	resulting	
in	a	substantial	undervaluation	of	Tinder	and	a	consequent	underpayment	to	the	plaintiffs	upon	exercise	of	their	
Tinder	stock	options,	and	(ii)	then	wrongfully	merged	Tinder	into	Former	Match	Group,	thereby	depriving	certain	
of	the	plaintiffs	of	their	contractual	right	to	later	valuations	of	Tinder	on	a	stand-alone	basis.	The	complaint	
asserts	claims	for	breach	of	contract,	breach	of	the	implied	covenant	of	good	faith	and	fair	dealing,	unjust	
enrichment,	interference	with	contractual	relations	(as	against	Former	Match	Group	only),	and	interference	with	
prospective	economic	advantage,	and	seeks	compensatory	damages	in	the	amount	of	at	least	$2	billion,	as	well	
as	punitive	damages.	On	August	31,	2018,	four	plaintiffs	who	were	still	employed	by	Former	Match	Group	filed	a	
notice	of	discontinuance	of	their	claims	without	prejudice,	leaving	the	six	former	employees	as	the	remaining	
plaintiffs.	On	June	13,	2019,	the	court	issued	a	decision	and	order	granting	defendants’	motion	to	dismiss	the	
claims	for	breach	of	the	implied	covenant	of	good	faith	and	fair	dealing	and	for	unjust	enrichments,	as	well	as	
the	merger-related	claim	for	breach	of	contract	as	to	two	of	the	remaining	six	plaintiffs,	and	otherwise	denying	
defendants’	motion	to	dismiss.	On	July	13,	2020,	the	four	former	plaintiffs	filed	arbitration	demands	with	the	
American	Arbitration	Association	asserting	the	same	valuation	claims	and	on	September	3,	2020,	the	four	
arbitrations	were	consolidated.	The	four	former	plaintiffs’	request	to	stay	the	arbitration	was	denied	on	January	
28,	2021,	and	arbitration	is	scheduled	to	begin	on	February	7,	2022.	On	November	17,	2020,	the	defendants’	
motion	to	stay	the	trial	in	Rad	was	denied.	Trial	has	been	scheduled	for	November	2021.	We	believe	that	the	
allegations	against	Former	Match	Group	and	Match	Group	in	this	lawsuit	are	without	merit	and	will	continue	to	
defend	vigorously	against	them.	

FTC	Lawsuit	Against	Former	Match	Group

On	September	25,	2019,	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	October	9,	2020,	the	court	granted	the	Company’s	motion	to	stay	the	case	until	the	United	
States	Supreme	Court	issues	a	decision	in	the	consolidated	appeal	of	Federal	Trade	Commission	v.	Credit	Bureau	
Center,	LLC	and	AMG	Capital	Management,	LLC	v.	FTC.	We	believe	that	the	FTC’s	claims	regarding	Match.com’s	
practices,	policies,	and	procedures	are	without	merit	and	will	defend	vigorously	against	them.

NOTE	15—RELATED	PARTY	TRANSACTIONS

Relationship	with	IAC	following	the	Separation

In	connection	with	the	Separation,	the	Company	entered	into	certain	agreements	with	IAC	to	govern	the	

relationship	between	the	Company	and	IAC	following	the	Separation.	These	agreements,	in	certain	cases,	
supersede	the	agreements	entered	into	between	Former	Match	Group	and	Former	IAC	in	connection	with	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Former	Match	Group’s	IPO	in	November	2015	(the	“IPO	Agreements”)	and	include:	a	tax	matters	agreement;	a	
transition	services	agreement;	and	an	employee	matters	agreement.	The	IPO	Agreements	that	were	not	
superseded	were	terminated	at	closing	of	the	Separation.

In	addition	to	the	agreements	entered	into	at	the	time	of	the	Separation,	Match	Group	leases	office	space	

to	IAC	in	a	building	owned	by	the	Company	in	Los	Angeles.	Match	Group	also	leases	office	space	from	IAC	in	New	
York	City	on	a	month-to-month	basis,	which	the	Company	expects	to	vacate	in	the	first	half	of	2021.	For	the	year	
ended	December	31,	2020,	the	Company	received	less	than	$0.1	million	from	IAC	pursuant	to	the	Los	Angeles	
lease	and	the	Company	paid	$1.1	million	to	IAC	pursuant	to	the	New	York	City	lease.

Match	Group	has	a	payable	to	IAC	of	$3.4	million	as	of	December	31,	2020,	excluding	items	discussed	in	

the	“Tax	Matters	Agreement”	section	below.

In	July	2020,	in	connection	with	the	Separation,	the	sale	of	17.3	million	newly	issued	shares	of	Match	

Group	common	stock	was	completed	by	IAC.	The	proceeds	of	$1.4	billion,	net	of	associated	fees,	were	
transferred	directly	to	IAC	pursuant	to	the	terms	of	the	Transaction	Agreement.

Tax	Matters	Agreement

Pursuant	to	the	tax	matters	agreement,	each	of	Match	Group	and	IAC	is	responsible	for	certain	tax	
liabilities	and	obligations	following	the	transfer	by	Former	IAC	(i)	to	Match	Group	of	certain	assets	and	liabilities	
of,	or	related	to,	the	businesses	of	Former	IAC	(other	than	Former	Match	Group),	and	(ii)	to	holders	of	Former	
IAC	common	stock	and	Former	IAC	Class	B	common	stock,	as	a	result	of	the	reclassification	and	mandatory	
exchange	of	certain	series	of	Former	IAC	exchangeable	preferred	stock	(collectively,	the	“IAC	Distribution”).	
Under	the	tax	matters	agreement,	IAC	generally	is	responsible	for,	and	has	agreed	to	indemnify	Match	Group	
against,	any	liabilities	incurred	as	a	result	of	the	failure	of	the	IAC	Distribution	to	qualify	for	the	intended	tax-free	
treatment	unless,	subject	to	certain	exceptions,	the	failure	to	so	qualify	is	attributable	to	Match	Group's	or	
Former	Match	Group’s	actions	or	failure	to	act,	Match	Group's	or	Former	Match	Group’s	breach	of	certain	
representations	or	covenants	or	certain	acquisitions	of	equity	securities	of	Match	Group,	in	each	case,	described	
in	the	tax	matters	agreement	(a	"Match	Group	fault-based	action").	If	the	failure	to	so	qualify	is	attributable	to	a	
Match	Group	fault-based	action,	Match	Group	is	responsible	for	liabilities	incurred	as	a	result	of	such	failure	and	
will	indemnify	IAC	against	such	liabilities	so	incurred	by	IAC	or	its	affiliates.

Under	the	tax	matters	agreement,	as	of	December	31,	2020,	Match	Group	is	obligated	to	remit	to	IAC	
$1.6	million	of	expected	state	tax	refunds	relating	to	tax	years	prior	to	the	Separation.	This	obligation	is	included	
in	“Accrued	expenses	and	other	current	liabilities”	in	the	accompanying	consolidated	balance	sheet.	Additionally,	
IAC	is	obligated	to	indemnify	Match	Group	for	IAC’s	share	of	tax	liabilities	related	to	various	periods	prior	to	the	
Separation.	At	December	31,	2020,	a	receivable	of	$1.9	million	is	included	in	“Other	current	assets”	in	the	
accompanying	consolidated	balance	sheet	representing	an	estimate	of	the	amount	that	Match	Group	is	
expected	to	be	indemnified	under	this	arrangement.	At	December	31,	2020,	Match	Group	has	an	
indemnification	asset	of	$0.6	million	included	in	“Other	non-current	assets”	in	the	accompanying	consolidated	
balance	sheet	for	uncertain	tax	positions	that	related	to	Former	IAC	prior	to	the	Separation.

For	the	year	ended	December	31,	2020,	the	Company	paid	IAC	$20.9	million	pursuant	to	the	tax	matters	

agreement	related	to	income	tax	refunds	received	by	the	Company.	Additionally,	the	Company	received	
$4.3	million	from	IAC	under	the	tax	matters	agreement.

Transition	Services	Agreement

Pursuant	to	the	transition	services	agreement,	IAC	continues	to	provide	certain	services	to	Match	Group	

that	Former	IAC	had	historically	provided	to	Former	Match	Group.	Match	Group	also	provides	certain	services	to	
IAC	that	Former	Match	Group	previously	provided	to	Former	IAC.	The	transition	services	agreement	also	
provides	that	Match	Group	and	IAC	will	make	efforts	to	replace,	amend,	or	divide	certain	joint	contracts	with	
third-parties	relating	to	services	or	products	used	by	both	Match	Group	and	IAC.	Match	Group	and	IAC	also	
agreed	to	continue	sharing	certain	services	provided	pursuant	to	certain	third-party	vendor	contracts	that	were	
not	replaced,	amended,	or	divided	prior	to	closing	of	the	Separation.

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

For	the	year	ended	December	31,	2020,	the	Company	paid	IAC	$0.3	million	related	to	services	provided	by	

IAC	under	the	transitions	services	agreement.	Additionally,	the	Company	received	$2.4	million	from	IAC	for	
services	provided	under	the	transitions	services	agreement.

Employee	Matters	Agreement

Pursuant	to	the	amended	and	restated	employee	matters	agreement,	Match	Group	will	reimburse	IAC	for	

the	cost	of	any	IAC	equity	awards	held	by	the	Company’s	employees	and	former	employees	upon	exercise	or	
vesting.	In	addition,	Match	Group	employees	continued	to	participate	in	IAC’s	U.S.	health	and	welfare	plans,	
401(k)	plan	and	flexible	benefits	plan	through	December	31,	2020.	Match	Group	reimbursed	IAC	for	the	costs	of	
such	participation	pursuant	to	the	amended	and	restated	employee	matters	agreement.	Match	Group	
established	its	own	employee	benefit	plans	effective	January	1,	2021.

For	the	year	ended	December	31,	2020,	the	Company	paid	IAC	$2.0	million	for	the	cost	of	IAC	equity	
awards	held	by	the	Company’s	employees	upon	vesting.	At	December	31,	2020,	the	Company	has	accrued	
$1.6	million	as	the	estimated	cost	due	to	IAC	for	IAC	equity	awards	held	by	Match	Group	employees.	
Additionally,	the	Company	paid	IAC	$18.3	million	for	health	and	welfare	plans	and	401(k)	plan,	inclusive	of	
employee	contributions	to	both.

Other	Agreements

The	Transaction	Agreement	provides	that	each	of	Match	Group	and	IAC	has	agreed	to	indemnify,	defend	

and	hold	harmless	the	other	party	from	and	against	any	liabilities	arising	out	of:	(i)	any	asset	or	liability	allocated	
to	such	party	or	the	other	members	of	such	party's	group	under	the	Transaction	Agreement	or	the	businesses	of	
such	party's	group	after	the	closing	of	the	Separation;	(ii)	any	breach	of,	or	failure	to	perform	or	comply	with,	
any	covenant,	undertaking	or	obligation	of	a	member	of	such	party's	group	contained	in	the	Transaction	
Agreement	that	survives	the	closing	of	the	Separation	or	is	contained	in	any	ancillary	agreement;	and	(iii)	any	
untrue	or	misleading	statement	or	alleged	untrue	or	misleading	statement	of	a	material	fact	or	omission,	with	
respect	to	information	contained	in	or	incorporated	into	the	Form	S-4	Registration	Statement	(the	“Form	S-4”)	
filed	with	the	Securities	and	Exchange	Commission	(the	“SEC”)	by	IAC	and	Former	IAC	in	connection	with	the	
Separation	or	the	joint	proxy	statement/prospectus	filed	by	Former	IAC	and	Former	Match	Group	with	the	SEC	
pursuant	to	the	Form	S-4.

NOTE	16—BENEFIT	PLANS

Pursuant	to	the	Employee	Matters	Agreement	with	IAC,	Match	Group	employees	are	eligible	to	participate	
in	a	retirement	savings	plan	sponsored	by	IAC	in	the	United	States,	which	is	qualified	under	Section	401(k)	of	the	
Internal	Revenue	Code.	Under	the	IAC	Retirement	Savings	Plan	(the	“IAC	Plan”),	participating	employees	may	
contribute	up	to	50%	of	their	pre-tax	earnings,	but	not	more	than	statutory	limits.	The	employer	match	under	
the	IAC	Plan	is	100%	of	the	first	10%	of	a	participant’s	eligible	earnings,	subject	to	IRS	limits	on	the	Company’s	
matching	contribution	that	a	participant	contributes	to	the	IAC	Plan.	Prior	to	July	2019,	the	employer	match	
under	the	Plan	was	fifty	cents	for	each	dollar	a	participant	contributed	in	the	Plan,	with	a	maximum	contribution	
of	3%	of	a	participant’s	eligible	earnings.	Matching	contributions	under	the	Plan	for	the	years	ended	
December	31,	2020,	2019	and	2018	were	$8.6	million,	$5.8	million	and	$2.8	million,	respectively.	Matching	
contributions	are	invested	in	the	same	manner	as	each	participant’s	voluntary	contributions	in	the	investment	
options	provided	under	the	IAC	Plan.	Under	the	IAC	Plan	and	prior	to	the	Separation,	an	available	investment	
option	was	IAC	common	stock,	but	neither	participant	nor	matching	contributions	were	required	to	be	invested	
in	IAC	common	stock.	The	increase	in	matching	contributions	in	2020	and	2019	is	primarily	due	to	the	
aforementioned	change	of	the	Company’s	matching	contribution	in	the	second	half	of	2019.

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

Savings	Plan	(the	“Match	Group	Plan”).	The	employer	match	under	the	Match	Group	Plan	will	continue	to	be	
100%	of	the	first	10%	of	a	participant’s	eligible	earnings,	subject	to	IRS	limits	on	the	Company’s	matching	
contribution	that	a	participant	contributes	to	the	Match	Group	Plan.	Under	the	Match	Group	Plan,	the	
Company’s	common	stock	is	not	an	available	investment	option.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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,	2020,	2019	
and	2018	were	$3.8	million,	$3.1	million	and	$2.8	million,	respectively.

NOTE	17—CONSOLIDATED	FINANCIAL	STATEMENT	DETAILS	

Other	current	assets:
Prepaid	expenses

Capitalized	mobile	app	fees

Other

Other	current	assets

Property	and	equipment,	net:
Computer	equipment	and	capitalized	software

Buildings	and	building	improvements

Land

Furniture	and	other	equipment

Projects	in	progress

Accumulated	depreciation	and	amortization

Property	and	equipment,	net

Accrued	expenses	and	other	current	liabilities:
Accrued	advertising	expense
Accrued	employee	compensation	and	benefits

Accrued	interest	expense

Accrued	non-income	taxes

Accrued	professional	fees

Other

December	31,

2020

2019

(In	thousands)

$	

71,793	 $	

33,539	

38,693	

$	

144,025	 $	

55,698	

28,478	

13,674	

97,850	

December	31,

2020

2019

(In	thousands)

$	

167,863	 $	

145,353	

74,187	

11,565	

9,031	

14,474	

73,614	

11,590	

10,152	

8,025	

277,120	

(169,321)	

248,734	

(147,669)	

$	

107,799	 $	

101,065	

December	31,

2020

2019

(In	thousands)

$	

46,788	 $	
65,239	

26,922	

29,600	

15,616	

47,583	

32,201	
47,745	

22,236	

18,179	

22,728	

39,161	

Accrued	expenses	and	other	current	liabilities

$	

231,748	 $	

182,250	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

Other	income	(expense),	net

$	

15,861	 $	

(2,026)	 $	

7,510	

Other	income,	net	in	2020	includes	a	legal	settlement	of	$35.0	million	and	interest	income	of	$2.7	million,	

partially	offset	by	a	loss	on	redemption	of	bonds	of	$16.5	million,	expense	of	$3.4	million	related	to	a	mark-to-
market	adjustment	pertaining	to	a	liability	classified	equity	instrument,	and	$0.6	million	in	net	foreign	currency	
losses	in	the	period.

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

Other	income,	net	in	2018	includes	$5.3	million	in	net	foreign	currency	exchange	gains	due	primarily	to	a	
strengthening	of	the	U.S.	dollar	relative	to	the	British	Pound	in	the	period	and	$4.9	million	of	interest	income,	
partially	offset	by	$2.1	million	related	to	impairments	of	certain	equity	investments	and	$0.7	million	related	to	a	
mark-to-market	adjustment	pertaining	to	a	subsidiary	denominated	equity	instrument.

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:

2020

2019

2018

2017

December	31,

(In	thousands)

Cash	and	cash	equivalents

$	

739,164	 $	

465,676	 $	

186,947	 $	

272,624	

Restricted	cash	included	in	other	current	

assets

Cash,	cash	equivalents,	and	restricted	cash	

included	in	current	assets	of	discontinued	
operations

Restricted	cash	included	in	non-current	
assets	of	discontinued	operations

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

138	

127	

193	

137	

—	

—	

2,674,146	

1,946,125	

1,360,921	

409	

420	

—	

$	

739,302	 $	 3,140,358	 $	 2,133,685	 $	 1,633,682	

Supplemental	Disclosures	of	Cash	Flow	Information

Cash	paid	(received)	during	the	year	for:

Interest

Income	tax	payments

Income	tax	refunds

Years	Ended	December	31,

2020

2019

2018

(In	thousands)

$	

115,957	 $	

85,559	 $	

41,024	

(30,048)	

34,583	

(2,589)	

75,824	

40,703	

(33,289)	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

NOTE	18—QUARTERLY	RESULTS	(UNAUDITED)

Year	Ended	December	31,	2020
Revenue
Cost	of	revenue
Operating	income
Earnings	from	continuing	operations
(Loss)	earnings	from	discontinued	

operations

Net	(loss)	earnings	attributable	to	Match	

Group,	Inc.	shareholders

Quarter	Ended
March	31

Quarter	Ended
June	30	

Quarter	Ended
September	30

Quarter	Ended
December	31

(In	thousands,	except	per	share	data)

$	

544,642	 $	
143,894	
137,372	
149,324	

555,450	 $	
148,853	
195,594	
132,921	

639,770	 $	
169,823	
200,167	
131,487	

651,407	
173,263	
212,582	
140,179	

(331,967)	

(34,611)	

508	

—	

(211,040)	

66,441	

132,581	

140,579	

Per	share	information	from	continuing	operations	attributable	to	the	Match	Group,	Inc.	shareholders:
					Basic	(a)
					Diluted	(a)
Per	share	information	attributable	to	the	Match	Group,	Inc.	shareholders:
					Basic	(a)
					Diluted	(a)

0.65	 $	
0.59	 $	

0.51	 $	
0.45	 $	

0.56	 $	
0.51	 $	

(1.13)	 $	

(1.15)	 $	

0.36	 $	

0.51	 $	

0.46	 $	

0.32	 $	

$	
$	

$	

$	

0.53	
0.48	

0.53	

0.48	

Year	Ended	December	31,	2019
Revenue
Cost	of	revenue
Operating	income
Earnings	from	continuing	operations
(Loss)	earnings	from	discontinued	

operations

Net	earnings	attributable	to	Match	Group,	

Inc.	shareholders

$	

464,625	 $	
120,224	
117,560	
117,682	

497,973	 $	
126,665	
171,309	
119,226	

541,493	 $	
138,225	
175,236	
137,791	

547,167	
142,070	
181,349	
119,934	

(4,697)	

27,565	

21,981	

4,338	

88,695	

113,467	

128,544	

100,425	

Per	share	information	from	continuing	operations	attributable	to	the	Match	Group,	Inc.	shareholders:
					Basic	(a)
					Diluted	(a)
Per	share	information	attributable	to	the	Match	Group,	Inc.	shareholders:
					Basic	(a)
					Diluted	(a)
______________________

0.49	 $	
0.42	 $	

0.71	 $	
0.63	 $	

0.62	 $	
0.55	 $	

0.60	 $	
0.52	 $	

0.52	 $	
0.45	 $	

0.52	 $	
0.45	 $	

$	
$	

$	
$	

0.52	
0.46	

0.55	
0.48	

(a) Quarterly	per	share	amounts	may	not	add	to	the	related	annual	per	share	amount	because	of	

differences	in	the	average	common	shares	outstanding	during	each	period.

NOTE	19—SUBSEQUENT	EVENT

In	February	2021,	the	Company	entered	into	a	definitive	agreement	to	acquire	Hyperconnect,	Inc.	
(“Hyperconnect”),	a	leading	social	discovery	and	video	technology	company	based	in	Seoul,	South	Korea.	The	
acquisition	is	valued	at	approximately	$1.725	billion,	subject	to	customary	adjustments	for	cash,	debt-like	items,	
and	net	working	capital	at	the	closing	of	the	acquisition.	The	Company	has	the	option	to	pay	up	to	50%	of	the	
consideration	in	common	stock	of	the	Company,	with	the	remaining	balance	of	the	consideration	paid	in	cash.	
The	Company	expects	to	fund	the	cash	portion	of	the	consideration	with	cash	on	hand	and	its	existing	revolving	
credit	facility.	The	Company	may	also	opt	to	use	additional	third-party	financing.	The	acquisition	is	anticipated	to	
close	in	the	second	quarter	of	2021,	subject	to	customary	closing	conditions	and	receipt	of	certain	regulatory	
approvals.

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Item	9.				Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure

Not	applicable.

Item	9A.				Controls	and	Procedures

Conclusion	Regarding	the	Effectiveness	of	the	Company’s	Disclosure	Controls	and	Procedures

The	Company	monitors	and	evaluates	on	an	ongoing	basis	its	disclosure	controls	and	procedures	in	order	
to	improve	their	overall	effectiveness.	In	the	course	of	these	evaluations,	the	Company	modifies	and	refines	its	
internal	processes	as	conditions	warrant.

As	required	by	Rule	13a-15(b)	of	the	Exchange	Act,	Match	Group	management,	including	the	Chief	
Executive	Officer	(“CEO”)	and	the	Chief	Financial	Officer	(“CFO”),	conducted	an	evaluation,	as	of	the	end	of	the	
period	covered	by	this	report,	of	the	effectiveness	of	the	Company’s	disclosure	controls	and	procedures	as	
defined	in	Exchange	Act	Rule	13a-15(e).	Based	on	this	evaluation,	the	CEO	and	the	CFO	concluded	that	the	
Company’s	disclosure	controls	and	procedures	were	effective	as	of	the	end	of	the	period	covered	by	this	report.

Management’s	Report	on	Internal	Control	Over	Financial	Reporting

Management	of	the	Company	is	responsible	for	establishing	and	maintaining	adequate	internal	control	

over	financial	reporting	(as	defined	in	Rule	13a-15(f)	under	the	Exchange	Act)	for	the	Company.	The	Company’s	
internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	
reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	
with	accounting	principles	generally	accepted	in	the	United	States.	Management	assessed	the	effectiveness	of	
the	Company’s	internal	control	over	financial	reporting	as	of	December	31,	2020.	In	making	this	assessment,	our	
management	used	the	criteria	for	effective	internal	control	over	financial	reporting	described	in	“Internal	
Control—Integrated	Framework”	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	
Commission	in	2013.	Based	on	this	assessment,	management	has	determined	that,	as	of	December	31,	2020,	the	
Company’s	internal	control	over	financial	reporting	is	effective.	The	effectiveness	of	our	internal	control	over	
financial	reporting	as	of	December	31,	2020	has	been	audited	by	Ernst	&	Young	LLP,	an	independent	registered	
public	accounting	firm,	as	stated	in	their	attestation	report,	included	herein.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	
misstatements.	Also,	projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	
controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	
policies	or	procedures	may	deteriorate.

Changes	in	Internal	Control	Over	Financial	Reporting

The	Company	monitors	and	evaluates	on	an	ongoing	basis	its	internal	control	over	financial	reporting	in	

order	to	improve	its	overall	effectiveness.	In	the	course	of	these	evaluations,	the	Company	modifies	and	refines	
its	internal	processes	as	conditions	warrant.	As	required	by	Rule	13a-15(d),	Match	Group	management,	including	
the	CEO	and	the	CFO,	also	conducted	an	evaluation	of	the	Company’s	internal	control	over	financial	reporting	to	
determine	whether	any	changes	occurred	during	the	quarter	ended	December	31,	2020	that	have	materially	
affected,	or	are	reasonably	likely	to	materially	affect,	the	Company’s	internal	control	over	financial	reporting.	
Based	on	that	evaluation,	there	has	been	no	such	change	during	the	quarter	ended	December	31,	2020.

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Report	of	Independent	Registered	Public	Accounting	Firm

To	the	Shareholders	and	the	Board	of	Directors	of	Match	Group,	Inc.

Opinion	on	Internal	Control	Over	Financial	Reporting

We	have	audited	Match	Group,	Inc.	and	subsidiaries’	internal	control	over	financial	reporting	as	of	December	31,	
2020,	based	on	criteria	established	in	Internal	Control—Integrated	Framework	issued	by	the	Committee	of	
Sponsoring	Organizations	of	the	Treadway	Commission	(2013	framework)	(the	COSO	criteria).	In	our	opinion,	
Match	Group,	Inc.	and	subsidiaries	(the	Company)	maintained,	in	all	material	respects,	effective	internal	control	
over	financial	reporting	as	of	December	31,	2020,	based	on	the	COSO	criteria.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	
(United	States)	(PCAOB),	the	consolidated	balance	sheet	of	the	Company	as	of	December	31,	2020	and	2019,	and	
the	related	consolidated	statements	of	operations,	comprehensive	operations,	shareholders’	equity,	and	cash	
flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2020,	and	the	related	notes	and	the	financial	
statement	schedule	listed	in	the	Index	at	Item	15(a),	and	our	report	dated	February	25,	2021	expressed	an	
unqualified	opinion	thereon.

Basis	for	Opinion

The	Company’s	management	is	responsible	for	maintaining	effective	internal	control	over	financial	reporting	and	
for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting	included	in	the	accompanying	
Management’s	Report	on	Internal	Control	Over	Financial	Reporting.	Our	responsibility	is	to	express	an	opinion	
on	the	Company’s	internal	control	over	financial	reporting	based	on	our	audit.	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	audit	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	
and	perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	
reporting	was	maintained	in	all	material	respects.

Our	audit	included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	
a	material	weakness	exists,	testing	and	evaluating	the	design	and	operating	effectiveness	of	internal	control	
based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	
circumstances.	We	believe	that	our	audit	provides	a	reasonable	basis	for	our	opinion.

Definition	and	Limitations	of	Internal	Control	Over	Financial	Reporting

A	company’s	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	
regarding	the	reliability	of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	
in	accordance	with	generally	accepted	accounting	principles.	A	company’s	internal	control	over	financial	
reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	
reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and	dispositions	of	the	assets	of	the	company;	
(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	
statements	in	accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	
the	company	are	being	made	only	in	accordance	with	authorizations	of	management	and	directors	of	the	
company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	
acquisition,	use,	or	disposition	of	the	company’s	assets	that	could	have	a	material	effect	on	the	financial	
statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	
misstatements.	Also,	projections	of	any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risk	that	
controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	
policies	or	procedures	may	deteriorate.

/s/	ERNST	&	YOUNG	LLP

New	York,	New	York
February	25,	2021

105

Table	of	Contents

Item	9B.				Other	Information

Not	applicable.

106

Table	of	Contents

PART	III

The	information	required	by	Part	III	(Items	10,	11,	12,	13	and	14)	has	been	incorporated	by	reference	to	

Match	Group’s	definitive	Proxy	Statement	to	be	used	in	connection	with	its	2021	Annual	Meeting	of	
Stockholders	(the	“2021	Proxy	Statement”),	as	set	forth	below	in	accordance	with	General	Instruction	G(3)	of	
Form	10-K.

Item	10.	Directors,	Executive	Officers	and	Corporate	Governance

The	information	required	by	Item	401	of	Regulation	S-K	relating	to	directors	and	executive	officers	of	
Match	Group	is	set	forth	in	the	sections	entitled	“Information	Concerning	Director	Nominees”	and	“Information	
Concerning	Match	Group	Executive	Officers	Who	Are	Not	Directors,”	respectively,	in	the	2021	Proxy	Statement.	
The	information	required	by	Item	406	of	Regulation	S-K	relating	to	Match	Group’s	Code	of	Ethics	is	set	forth	
under	the	caption	“Part	I-Item	1-Business-Additional	Information-Code	of	ethics”	of	this	annual	report	and	is	
incorporated	herein	by	reference.	The	information	required	by	subsections	(c)(3),	(d)(4)	and	(d)(5)	of	Item	407	of	
Regulation	S-K	is	set	forth	in	the	sections	entitled	“Corporate	Governance”	and	“The	Board	and	Board	
Committees”	in	the	2021	Proxy	Statement	and	is	incorporated	herein	by	reference.

Item	11.	Executive	Compensation

The	information	required	by	Item	402	of	Regulation	S-K	relating	to	executive	and	director	compensation	is	

set	forth	in	the	sections	entitled	“Executive	Compensation”	and	“Director	Compensation”	in	the	2021	Proxy	
Statement	and	is	incorporated	herein	by	reference.	The	information	required	by	subsections	(e)(4)	and	(e)(5)	of	
Item	407	of	Regulation	S-K	relating	to	certain	compensation	committee	matters	is	set	forth	in	the	sections	
entitled	“The	Board	and	Board	Committees,”	“Compensation	Committee	Report”	and	“Compensation	
Committee	Interlocks	and	Insider	Participation”	in	the	2021	Proxy	Statement	and	is	incorporated	herein	by	
reference;	provided,	that	the	information	set	forth	in	the	section	entitled	“Compensation	Committee	Report”	
shall	be	deemed	furnished	herein	and	shall	not	be	deemed	incorporated	by	reference	into	any	filing	under	the	
Securities	Act	or	the	Exchange	Act.

Item	12.	Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	Matters

The	information	regarding	ownership	of	Match	Group	common	stock	required	by	Item	403	of	Regulation	S-

K	and	securities	authorized	for	issuance	under	Match	Group’s	various	equity	compensation	plans	required	by	
Item	201(d)	of	Regulation	S-K	is	set	forth	in	the	sections	entitled	“Security	Ownership	of	Certain	Beneficial	
Owners	and	Management”	and	“Equity	Compensation	Plan	Information,”	respectively,	in	the	2021	Proxy	
Statement	and	is	incorporated	herein	by	reference.

Item	13.	Certain	Relationships	and	Related	Transactions,	and	Director	Independence

Information	regarding	certain	relationships	and	related	transactions	involving	Match	Group	required	by	

Item	404	of	Regulation	S-K	and	director	independence	determinations	required	by	Item	407(a)	of	Regulation	S-K	
is	set	forth	in	the	sections	entitled	“Certain	Relationships	and	Related	Person	Transactions”	and	“Corporate	
Governance,”	respectively,	in	the	2021	Proxy	Statement	and	is	incorporated	herein	by	reference.

Item	14.	Principal	Accounting	Fees	and	Services

Information	required	by	Item	9(e)	of	Schedule	14A	regarding	the	fees	and	services	of	Match	Group’s	
independent	registered	public	accounting	firm	and	the	pre-approval	policies	and	procedures	applicable	to	
services	provided	to	Match	Group	by	such	firm	is	set	forth	in	the	sections	entitled	“Fees	Paid	to	Our	Independent	
Registered	Public	Accounting	Firm”	and	“Audit	and	Non-Audit	Services	Pre-Approval	Policy,”	respectively,	in	the	
2021	Proxy	Statement	and	is	incorporated	herein	by	reference.

107

Table	of	Contents

PART	IV

Item	15.	Exhibits	and	Financial	Statement	Schedules

(a)			List	of	documents	filed	as	part	of	this	Report:

(1)			Consolidated	Financial	Statements	of	Match	Group,	Inc.

Report	of	Independent	Registered	Public	Accounting	Firm:	Ernst	&	Young	LLP.

Consolidated	Balance	Sheet	as	of	December	31,	2020	and	2019.

Consolidated	Statement	of	Operations	for	the	Years	Ended	December	31,	2020,	2019,	and	2018.

Consolidated	Statement	of	Comprehensive	Operations	for	the	Years	Ended	December	31,	2020,	2019,	and	

2018.

Consolidated	Statement	of	Shareholders’	Equity	for	the	Years	Ended	December	31,	2020,	2019,	and	2018.

Consolidated	Statement	of	Cash	Flows	for	the	Years	Ended	December	31,	2020,	2019,	and	2018.

Notes	to	Consolidated	Financial	Statements.

(2)		Consolidated	Financial	Statement	Schedule	of	Match	Group,	Inc.

Schedule
Number
II

	 Valuation	and	Qualifying	Accounts.

All	other	financial	statements	and	schedules	not	listed	have	been	omitted	since	the	required	information	is	

either	included	in	the	Consolidated	Financial	Statements	or	the	notes	thereto,	is	not	applicable	or	is	not	
required.

(3)		Exhibits

See	Exhibit	Index	below	for	a	complete	list	of	Exhibits	to	this	report.

Item	16.	Form	10-K	Summary

None.

108

	 	
Table	of	Contents

The	documents	set	forth	below,	numbered	in	accordance	with	Item	601	of	Regulation	S-K,	are	filed	

herewith,	incorporated	by	reference	herein	by	reference	to	the	location	indicated,	or	furnished	herewith.

EXHIBIT	INDEX

Exhibit
No.

Exhibit	Description

Transaction	Agreement,	dated	as	of	December	19,	
2019,	by	and	among	IAC/InterActiveCorp	(Former	
IAC),	Match	Group,	Inc.	(Former	Match	Group),	IAC	
Holdings,	Inc.	and	Valentine	Merger	Sub	Inc.

Amendment,	dated	as	of	April	28,	2020,	to	the	
Transaction	Agreement,	dated	as	of	December	19,	
2019,	by	and	among	IAC/InterActiveCorp	(Former	
IAC),	Match	Group,	Inc.	(Former	Match	Group),	IAC	
Holdings,	Inc.	and	Valentine	Merger	Sub	LLC.

Amendment	No.	2	to	Transaction	Agreement,	dated	
as	of	June	22,	2020,	by	and	among	IAC/
InterActiveCorp	(Former	IAC),	Match	Group,	Inc.	
(Former	Match	Group),		IAC	Holdings,	Inc.	and	
Valentine	Merger	Sub	LLC.

Incorporated	by	Reference

Form

SEC
File	No.

Exhibit

Filing
Date

8-K

000-20570

2.1

12/20/2019

Filed	(†)	or
Furnished	(‡)
Herewith
(as	indicated)

8-K

000-20570

2.1

4/28/2020

8-K

000-20570

2.1

6/22/2020

3.1

3.1

3.4

3.5

3.6

3.7

3.5

3.6

3.7

3.8

3.9

8/12/2005

8/22/2008

7/1/2020

7/1/2020

7/1/2020

7/1/2020

7/2/2020

7/2/2020

7/2/2020

7/2/2020

7/2/2020

Restated	Certificate	of	Incorporation	of	IAC/
InterActiveCorp	(Former	IAC).

8-A/A

000-20570

Certificate	of	Amendment	to	Restated	Certificate	of	
Incorporation	of	IAC/InterActive	Corp	(Former	IAC).

8-K

000-20570

Certificate	of	Amendment	to	Restated	Certificate	of	
Incorporation	of	IAC/InterActiveCorp	(Former	IAC).

8-A/A

001-34148

Certificate	of	Amendment	to	Restated	Certificate	of	
Incorporation	of	IAC/InterActiveCorp	(Former	IAC).

8-A/A

001-34148

Certificate	of	Amendment	to	Restated	Certificate	of	
Incorporation	of	IAC/InterActiveCorp	(Former	IAC).

8-A/A

001-34148

Certificate	of	Amendment	to	Restated	Certificate	of	
Incorporation	of	IAC/InterActiveCorp	(Former	IAC).

8-A/A

001-34148

Certificate	of	Elimination,	with	respect	to	the	Series	1	
Mandatory	Exchangeable	Preferred	Stock.

Certificate	of	Elimination,	with	respect	to	the	Series	2	
Mandatory	Exchangeable	Preferred	Stock.

Certificate	of	Elimination,	with	respect	to	the	Series	A	
Cumulative	Preferred	Stock.

Certificate	of	Elimination,	with	respect	to	the	Series	B	
Cumulative	Preferred	Stock.

Certificate	of	Elimination,	with	respect	to	the	Series	C	
Cumulative	Preferred	Stock.

Certificate	of	Elimination,	with	respect	to	the	Series	D	
Cumulative	Preferred	Stock.

Second	Amended	and	Restated	By-laws	of	Match	
Group,	Inc.	(Former	Match	Group).

Description	of	Securities

Specimen	Stock	Certificate	of	Match	Group	Inc.	
(Former	Match	Group).

Indenture,	dated	as	of	May	19,	2020,	between	Match	
Group,	Inc.	(Former	Match	Group)	and	
Computershare	Trust	Company,	N.A.,	as	Trustee.

Demand	Promissory	Note,	dated	as	of	June	30,	2020,	
by	IAC/InterActiveCorp.

Indenture	for	0.875%	Senior	Exchangeable	Notes	due	
2022,	dated	as	of	October	2,	2017,	among	IAC	
FinanceCo,	Inc.,	IAC/InterActiveCorp	(Former	IAC)	
and	Computershare	Trust	Company,	N.A.,	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
among	IAC	FinanceCo,	Inc.,	Match	Group,	Inc.	
(Former	Match)	and	Computershare	Trust	Company,	
N.A.,	as	Trustee,	relating	to	the	0.875%	Senior	
Exchangeable	Notes	due	2022.

001-34148

001-34148

001-34148

001-34148

001-34148

8-K

8-K

8-K

8-K

8-K

8-K

001-34148

3.10

7/2/2020

†

8-A/A

001-34148

3.3

7/1/2020

S-4/A

333-236420

8-K

001-37636

8-K

8-K

001-34148

000-20570

4.3

4.1

4.1

4.1

4/28/2020

5/20/2020

7/2/2020

10/6/2017

8-K

001-34148

4.3

7/2/2020

109

2.1*

2.2*

2.3*

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

3.11

3.12

3.13

4.1

4.2

4.3

4.4

4.5

4.6

	
	
Table	of	Contents

Exhibit
No.

Exhibit	Description

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

4.16

4.17

4.18

10.1

10.2

10.3

10.4

10.5

Indenture	for	0.875%	Senior	Exchangeable	Notes	due	
2026,	dated	as	of	May	28,	2019,	among	IAC	
FinanceCo	2,	Inc.,	IAC/InterActiveCorp	(Former	IAC)	
and	Computershare	Trust	Company,	N.A.,	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
among	IAC	FinanceCo	2,	Inc.,	Match	Group,	Inc.	
(Former	Match	Group)	and	Computershare	Trust	
Company,	N.A.,	as	Trustee,	relating	to	the	0.875%	
Senior	Exchangeable	Notes	due	2026.

Indenture	for	2.00%	Senior	Exchangeable	Notes	due	
2030,	dated	as	of	May	28,	2019,	among	IAC	
FinanceCo	3,	Inc.,	IAC/InterActiveCorp	(Former	IAC)	
and	Computershare	Trust	Company,	N.A.,	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
among	IAC	FinanceCo	3,	Inc.,	Match	Group,	Inc.	
(Former	Match	Group)	and	Computershare	Trust	
Company,	N.A.,	as	Trustee,	relating	to	the	2.00%	
Senior	Exchangeable	Notes	due	2030.

Indenture,	dated	December	4,	2017,	between	Match	
Group,	Inc.	(Former	Match	Group)	and	
Computershare	Trust	Company,	N.A.,	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
by	and	among	Match	Group,	Inc.	(Former	Match	
Group),	Match	Group	Holdings	II,	LLC	and	
Computershare	Trust	Company,	N.A.,	as	Trustee,	
relating	to	the	5.000%	Senior	Notes	due	2027.

Indenture,	dated	May	19,	2020,	between	Match	
Group,	Inc.	(Former	Match	Group)	and	
Computershare	Trust	Company,	N.A.,	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
by	and	among	Match	Group,	Inc.	(Former	Match	
Group),	Match	Group	Holdings	II,	LLC	and	
Computershare	Trust	Company,	N.A.,	as	Trustee,	
relating	to	the	4.625%	Senior	Notes	due	2028.

Indenture,	dated	as	of	February	15,	2019,	between	
Match	Group,	Inc.	(Former	Match	Group)	and	
Computershare	Trust	Company,	N.A.	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
by	and	among	Match	Group,	Inc.	(Former	Match	
Group),	Match	Group	Holdings	II,	LLC	and	
Computershare	Trust	Company,	N.A.,	as	Trustee,	
relating	to	the	issuance	of	the	5.625%	Senior	Notes	
due	2029.

Indenture,	dated	February	11,	2020,	between	Match	
Group,	Inc.	(Former	Match	Group)	and	
Computershare	Trust	Company,	N.A.,	as	Trustee.

Supplemental	Indenture,	dated	as	of	June	30,	2020,	
by	and	among	Match	Group,	Inc.	(Former	Match	
Group),	Match	Group	Holdings	II,	LLC	and	
Computershare	Trust	Company,	N.A.,	as	Trustee,	
relating	to	the	issuance	of	the	4.125%	Senior	Notes	
due	2030.

Form	of	Subscription	Agreement

Transition	Services	Agreement,	dated	as	of	June	30,	
2020,	by	and	between	IAC/InterActiveCorp	(Former	
IAC)	and	IAC	Holdings,	Inc.

Amended	and	Restated	Employee	Matters	
Agreement,	dated	as	of	June	30,	2020,	by	and	among	
IAC/InterActiveCorp	(Former	IAC),	Match	Group,	Inc.	
(Former	Match	Group)	and	IAC	Holdings,	Inc.

Tax	Matters	Agreement,	dated	as	of	June	30,	2020,	
by	and	between	IAC/InterActiveCorp	(Former	IAC)	
and	IAC	Holdings,	Inc.

Match	Group,	Inc.	2020	Stock	and	Annual	Incentive	
Plan.(1)

Incorporated	by	Reference

Form

SEC
File	No.

Exhibit

Filing
Date

8-K

000-20570

4.1

5/28/2019

Filed	(†)	or
Furnished	(‡)
Herewith
(as	indicated)

8-K

001-34148

4.5

7/2/2020

8-K

000-20570

4.2

5/28/2019

8-K

001-34148

4.7

7/2/2020

8-K

001-37636

4.1

12/4/2017

8-K

001-34148

4.9

7/2/2020

8-K

001-37636

4.1

5/20/2020

8-K

001-34148

4.11

7/2/2020

8-K

001-37636

4.1

2/15/2019

8-K

001-34148

4.13

7/2/2020

8-K

001-37636

4.1

2/11/2020

8-K

001-34148

4.15

7/2/2020

8-K

8-K

000-20570

001-34148

10.1

10.1

6/12/2020

7/2/2020

8-K

001-34148

10.2

7/2/2020

8-K

001-34148

10.3

7/2/2020

S-4/A

333-236420

Annex	F

4/28/2020

110

	
	
Table	of	Contents

Exhibit
No.

Exhibit	Description

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

10.21

10.22

Match	Group,	Inc.	(Former	Match	Group)	Amended	
and	Restated	2017	Stock	and	Annual	Incentive	Plan.
(1)

First	Amendment	to	Match	Group,	Inc.	(Former	
Match	Group)	Amended	and	Restated	2017	Stock	
and	Annual	Incentive	Plan.(1)

Form	of	Terms	and	Conditions	for	Stock	Options	
granted	under	the	Match	Group,	Inc.	(Former	Match	
Group)	2017	Stock	and	Annual	Incentive	Plan.(1)

Form	of	Terms	and	Conditions	for	Restricted	Stock	
Units	granted	under	the	Match	Group,	Inc.	(Former	
Match	Group)	2017	Stock	and	Annual	Incentive	Plan.
(1)

Match	Group,	Inc.	(Former	Match	Group)	2015	Stock	
and	Annual	Incentive	Plan.(1)

First	Amendment	to	Match	Group,	Inc.	(Former	
Match	Group)	2015	Stock	and	Annual	Incentive	Plan.
(1)

Second	Amendment	to	Match	Group,	Inc.	(Former	
Match	Group)	2015	Stock	and	Annual	Incentive	Plan.
(1)

Form	of	Terms	and	Conditions	for	Stock	Options	
granted	under	the	Match	Group,	Inc.	(Former	Match	
Group)	2015	Stock	and	Annual	Incentive	Plan.(1)

Form	of	Terms	and	Conditions	for	Restricted	Stock	
Units	granted	under	the	Match	Group,	Inc.	(Former	
Match	Group)	2015	Stock	and	Annual	Incentive	Plan.
(1)

Employment	Agreement	between	Sharmistha	Dubey	
and	Match	Group,	Inc.	(Former	Match	Group)	dated	
as	of	February	13,	2020.(1)

Assignment	of	Employment	Agreement	among	
Sharmistha	Dubey,	Match	Group,	Inc.	(Former	Match	
Group)	and	Valentine	Merger	Sub	LLC,	dated	as	of	
June	30,	2020.(1)

Employment	Agreement	between	Gary	Swidler	and	
Match	Group,	Inc.	(Former	Match	Group)	dated	as	of	
August	8,	2018.(1)

Employment	Agreement	Amendment	between	Gary	
Swidler	and	Match	Group,	Inc.	(Former	Match	Group)	
dated	as	of	February	13,	2020.(1)

Assignment	of	Employment	Agreement	among	Gary	
Swidler,	Match	Group,	Inc.	(Former	Match	Group)	
and	Valentine	Merger	Sub	LLC,	dated	as	of	June	30,	
2020.(1)

Employment	Agreement	between	Jared	Sine	and	
Match	Group,	Inc.	(Former	Match	Group)	dated	as	of	
August	8,	2018.(1)

Assignment	of	Employment	Agreement	among	Jared	
Sine,	Match	Group,	Inc.	(Former	Match	Group)	and	
Valentine	Merger	Sub	LLC,	dated	as	of	June	30,	2020.
(1)

Amended	and	Restated	Credit	Agreement,	dated	as	
of	November	16,	2015,	among	Match	Group,	Inc.	
(Former	Match	Group),	as	borrower,	the	lenders	
party	thereto,	JPMorgan	Chase	Bank,	N.A.,	as	
administrative	agent,	and	the	other	parties	thereto.

Incorporated	by	Reference

Form

SEC
File	No.

Exhibit

Filing
Date

8-K

001-37636

10.1

6/21/2018

Filed	(†)	or
Furnished	(‡)
Herewith
(as	indicated)

8-K

001-34148

10.5

7/2/2020

10-Q

001-37636

10.1

11/9/2017

10-Q

001-37636

10.2

11/9/2017

8-K

8-K

001-37636

10.5

11/24/2015

001-37636

10.1

8/4/2017

8-K

001-34148

10.10

7/2/2020

8-K

001-37636

10.7

2/28/2017

8-K

001-37636

10.8

2/28/2017

8-K/A

001-37636

10.1

2/20/2020

8-K

001-34148

10.14

7/2/2020

8-K

001-37636

10.1

8/14/2018

8-K/A

001-37636

10.2

2/20/2020

8-K

001-34148

10.17

7/2/2020

8-K

001-37636

10.2

8/14/2018

8-K

001-34148

10.19

7/2/2020

10-K

001-37636

10.11

3/28/2016

111

	
	
Table	of	Contents

Exhibit
No.

10.23

10.24

10.25

10.26

10.27

21.1

23.1

31.1

31.2

32.1

32.2

101.INS

Exhibit	Description

Amendment	No.	3,	dated	as	of	December	8,	2016,	to	
the	Credit	Agreement	dated	as	of	October	7,	2015,	as	
amended	and	restated	as	of	November	16,	2015,	as	
further	amended	as	of	December	16,	2015,	among	
Match	Group,	Inc.	(Former	Match	Group),	as	
borrower,	the	lenders	party	thereto,	JPMorgan	Chase	
Bank,	N.A.,	as	administrative	agent,	and	the	other	
parties	thereto.

Amendment	No.	4,	dated	as	of	August	14,	2017,	to	
the	Credit	Agreement	dated	as	of	October	7,	2015,	as	
amended	and	restated	as	of	November	16,	2015,	as	
further	amended	as	of	December	16,	2015,	as	further	
amended	as	of	December	8,	2016,	among	Match	
Group,	Inc.	(Former	Match	Group),	as	borrower,	the	
lenders	party	thereto,	JPMorgan	Chase	Bank,	N.A.,	as	
administrative	agent,	and	the	other	parties	thereto.

Amendment	No.	5	dated	as	of	December	7,	2018	to	
the	Credit	Agreement	dated	as	of	October	7,	2015,	as	
amended	and	restated	as	of	November	16,	2015,	as	
further	amended	as	of	December	16,	2015,	as	further	
amended	as	of	December	8,	2016,	and	as	further	
amended	as	of	August	14,	2017,	among	Match	
Group,	Inc.	(Former	Match	Group),	as	borrower,	the	
lenders	party	thereto,	JPMorgan	Chase	Bank,	N.A.,	as	
administrative	agent	and	the	other	parties	thereto.

Amendment	No.	6	dated	as	of	February	13,	2020	to	
the	Credit	Agreement	dated	as	of	October	7,	2015,	as	
amended	and	restated	as	of	November	16,	2015,	as	
further	amended	as	of	December	16,	2015,	as	further	
amended	as	of	December	8,	2016,	as	further	
amended	as	of	August	14,	2017	and	as	further	
amended	as	of	December	7,	2018,	among	Match	
Group,	Inc.	(Former	Match	Group),	as	borrower,	the	
lenders	party	thereto,	JPMorgan	Chase	Bank,	N.A.,	as	
administrative	agent	and	the	other	parties	thereto.

Joinder	and	Reaffirmation	Agreement,	dated	as	June	
30,	2020,	by	and	among	Match	Group,	Inc.	(Former	
Match	Group),	Match	Group	Holdings	II,	LLC,	
JPMorgan	Chase	Bank,	N.A.,	as	administrative	agent,	
and	the	other	parties	thereto,	to	the	Credit	
Agreement,	dated	as	of	November	16,	2015,	among	
Match	Group,	Inc.	(Former	Match	Group),	as	
borrower,	the	lenders	party	thereto,	JPMorgan	Chase	
Bank,	N.A.,	as	administrative	agent,	and	the	other	
parties	thereto,	as	amended.

Subsidiaries	of	the	Registrant	as	of	December	31,	
2020.

Consent	of	Ernst	&	Young	LLP.

Certification	of	the	Chief	Executive	Officer	pursuant	
to	Rule	13a-14(a)	or	15d-14(a)	of	the	Securities	
Exchange	Act	of	1934,	as	adopted	pursuant	to	
Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

Certification	of	the	Chief	Financial	Officer	pursuant	to	
Rule	13a-14(a)	or	15d-14(a)	of	the	Securities	
Exchange	Act	of	1934,	as	adopted	pursuant	to	
Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

Certification	of	the	Chief	Executive	Officer	pursuant	
to	18	U.S.C.	Section	1350,	as	adopted	pursuant	to	
Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

Certification	of	the	Chief	Financial	Officer	pursuant	to	
18	U.S.C.	Section	1350,	as	adopted	pursuant	to	
Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

XBRL	Instance	Document	-	the	instance	document	
does	not	appear	in	the	Interactive	Data	File	because	
its	XBRL	tags	are	embedded	within	the	Inline	XBRL	
document.

101.SCH

XBRL	Taxonomy	Extension	Schema	Document

Incorporated	by	Reference

Form

SEC
File	No.

Exhibit

Filing
Date

8-K

001-37636

10.1

12/8/2016

Filed	(†)	or
Furnished	(‡)
Herewith
(as	indicated)

8-K

001-37636

10.1

8/17/2017

8-K

001-37636

10.1

12/13/2018

8-K

001-37636

10.1

2/20/2020

8-K

001-34148

10.25

7/2/2020

†

†

†

†

‡

‡

†

112

	
	
Table	of	Contents

Exhibit
No.

101.CAL

101.DEF

Exhibit	Description

XBRL	Taxonomy	Extension	Calculation	Linkbase	
Document

XBRL	Taxonomy	Extension	Definition	Linkbase	
Document

101.LAB

XBRL	Taxonomy	Extension	Label	Linkbase	Document

101.PRE

104

XBRL	Taxonomy	Extension	Presentation	Linkbase	
Document

Cover	Page	Interactive	Data	File	(formatted	as	Inline	
XBRL	and	contained	in	Exhibit	101)

______________________

Incorporated	by	Reference

Form

SEC
File	No.

Exhibit

Filing
Date

Filed	(†)	or
Furnished	(‡)
Herewith
(as	indicated)

†

†

†

†

(1) Reflects	management	contracts	and	management	and	director	compensatory	plans.

*	

Certain	schedules	and	exhibits	to	the	Transaction	Agreement	have	been	omitted	pursuant	to	Item	
601(b)(2)	of	Regulation	S-K.	The	Company	hereby	agrees	to	furnish	supplementally	a	copy	of	any	
omitted	schedule	and/or	exhibit	to	the	SEC	upon	request.

113

	
	
Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	

has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the	undersigned,	thereunto	duly	authorized.
February	25,	2021

MATCH	GROUP,	INC.

SIGNATURES

By:

/s/	GARY	SWIDLER

Gary	Swidler	

Chief	Operating	Officer	and	Chief	Financial	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	
following	persons	on	behalf	of	the	Registrant	and	in	the	capacities	indicated	on	February	25,	2021:

Signature

/s/	JOSEPH	LEVIN

Joseph	Levin

/s/	SHARMISTHA	DUBEY

Sharmistha	Dubey

/s/	GARY	SWIDLER

Gary	Swidler

/s/	PHILIP	D.	EIGENMANN

Philip	D.	Eigenmann

/s/	STEPHEN	BAILEY

Stephen	Bailey

Executive	Chairman	of	the	Board

Title

Chief	Executive	Officer	and	Director
(Principal	Executive	Officer)

Chief	Operating	Officer	and	Chief	Financial	Officer
(Principal	Financial	Officer)

Chief	Accounting	Officer
(Principal	Accounting	Officer)

Director

/s/	MELISSA	BRENNER

Director

Melissa	Brenner

/s/	ANN	L.	McDANIEL	

Director

Ann	L.	McDaniel

/s/	THOMAS	J.	McINERNEY

Director

Thomas	J.	McInerney

/s/	WENDI	MURDOCH

Director

Wendi	Murdoch

/s/	RYAN	REYNOLDS

Ryan	Reynolds

Director

/s/	GLENN	H.	SCHIFFMAN

Director

Glenn	H.	Schiffman

/s/	PAMELA	S.	SEYMON

Director

Pamela	S.	Seymon

/s/	ALAN	G.	SPOON

Alan	G.	Spoon

Director

114

	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

Description

2020
Allowance	for	credit	losses
Deferred	tax	valuation	

allowance

Other	reserves

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

VALUATION	AND	QUALIFYING	ACCOUNTS

Balance	at
Beginning	of	
Period

Charges	to
Earnings

Charges	to
Other	
Accounts

(In	thousands)

Schedule	II

Deductions

Balance	at
End	of	Period

$	

578	

$	

(22)	 (a) $	

(234)	

$	

(36)	 (d) $	

286	

52,913	

2,901	

35,261	

(b)

(17,084)	 (c)

—	

71,090	

3,380	

2019
Allowance	for	doubtful	accounts $	
Deferred	tax	valuation	

allowance

Other	reserves

2018
Allowance	for	doubtful	accounts $	
Deferred	tax	valuation	

allowance

Other	reserves

______________________

724	

$	

79	

(a) $	

(8)	

$	

(217)	 (d) $	

578	

45,483	

3,008	

7,472	

(e)

(42)	 (f)

—	

52,913	

2,901	

778	

$	

83	

(a) $	

(15)	

$	

(122)	 (d) $	

724	

22,830	

2,544	

22,675	

(g)

(22)	 (f)

—	

45,483	

3,008	

(a) Additions	to	the	allowance	for	credit	losses	and	doubtful	accounts	are	charged	to	expense,	net	of	the	

recovery	of	previous	year	expenses.

(b) Amount	is	primarily	related	to	foreign	tax	credits,	foreign	net	operating	losses,	and	foreign	interest	

deductions.

(c) Amount	is	primarily	related	to	a	reduction	in	the	valuation	allowance	as	a	result	of	the	preliminary	
allocation	of	tax	attributes	between	Match	Group	and	IAC	in	conjunction	with	the	Separation.

(d) Write-off	of	fully	reserved	accounts	receivable.

(e) Amount	is	primarily	related	to	foreign	and	state	net	operating	losses	and	foreign	interest	deduction	

carryforwards.

(f) Amount	is	related	to	currency	translation	adjustments	on	foreign	net	operating	losses.

(g) Amount	is	primarily	related	to	foreign	tax	credits	and	foreign	interest	deduction	carryforwards.

115

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
BOARD OF DIRECTORS 

CORPORATE INFORMATION 

Sharmistha Dubey 
Chief Executive Officer 
Match Group, Inc. 

Joseph Levin 
Executive Chairman, Match Group, Inc. 
Chief Executive Officer, IAC/InterActiveCorp 

Stephen Bailey 
Founder and Chief Executive Officer 
ExecOnline, Inc. 

Melissa Brenner 
Executive Vice President, Digital Media 
National Basketball Association 

Ann L. McDaniel 
Consultant 
Graham Holdings Company 

Thomas J. McInerney 
Chief Executive Officer 
Altaba Inc. 

Wendi Murdoch 
Entrepreneur and Investor 
Co-Founder and Board Member, Artsy 

Ryan Reynolds 
Actor, Film and Television Producer, 
Screenwriter and Marketing Consultant 

Glenn H. Schiffman 
Executive Vice President & Chief Financial Officer 
IAC/InterActiveCorp 

Pamela S. Seymon 
Former Partner 
Wachtell, Lipton, Rosen & Katz 

Alan G. Spoon 
Former General Partner and Partner Emeritus 
Polaris Partners 

Corporate Headquarters 
Match Group, Inc. 
8750 North Central Expressway, Suite 1400 
Dallas, TX 75231 
(214) 576-9352 

Investor Inquiries 
All inquiries can be directed as follows: 
IR@match.com 

Stock Market 
Match Group, Inc. is listed on Nasdaq. 
The ticker symbol is MTCH. 

Transfer Agent and Registrar 
Computershare 
Stockholder correspondence by mail should be sent to: 
P.O. Box 505000 
Louisville, KY 40233-5000 

Overnight correspondence: 
Computershare Investor Services 
462 South 4th Street 
Suite 1600 
Louisville, KY 40202 

Stockholder inquiries may be made online at: 
https://www-us.computershare.com/investor?contact 

Independent Registered Public Accountants 
Ernst & Young LLP 
5 Times Square 
New York, NY 10036