Match Group, Inc.
Report on Form 10-K for the
Fiscal Year ended December 31, 2022
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, 2022
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. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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 17, 2023, there were 279,323,890 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, 2022 was $19,648,496,863. 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.
Portions of Part III of this Annual Report are incorporated by reference to the Registrant’s proxy statement for its 2023 Annual Meeting of Stockholders.
Documents Incorporated By Reference:
TABLE OF CONTENTS
Page
Number
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosure
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.
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
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Comprehensive Operations
Consolidated Statement of Shareholders’ Equity
Consolidated Statement of Cash Flows
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
Item 9.
Item 9A.
Item 9B.
Item 9C.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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 Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
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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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Item 1. Business
Who we are
PART I
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to
help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,
Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, Hakuna®, and more, each built to increase our users’ likelihood
of connecting with others. Through our trusted brands, we provide tailored services to meet the varying
preferences of our users. Our services are available in over 40 languages to our users all over the world.
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.
The business of creating meaningful connections
Our goal is to spark meaningful connections for users around the world. Consumers’ preferences vary
significantly, influenced in part by demographics, geography, cultural norms, religion, and intent (for example,
seeking friendship, casual dating, or more serious relationships). As a result, the market for social connection
apps is fragmented, and no single service has been able to effectively serve all of those seeking social
connections.
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 create new interactions,
and develop meaningful connections and relationships. 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 technologies that bring people together serve as a natural extension of the traditional
means of meeting people and provide a number of benefits for users, including:
• Expanded options: Social connection apps provide users access to a large pool of people they otherwise
would not have a chance to meet.
• Efficiency: The search and recommending features, as well as the profile information available on social
connection apps, 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.
• More comfort and control: Compared to the traditional ways that people meet, social connection apps
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 taking a more active role.
• Safely meet new people: Social connection apps 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, social connection apps can act as a supplement
to, or substitute for, traditional means of meeting people. When selecting a social connection app, we believe
that users consider the following attributes:
• Brand recognition and scale: Brand is very important. Users generally associate strong brands with a
higher likelihood of success and more tools to help the user connect safely and securely. Generally,
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successful 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 social connection apps that offer a community or
communities to which the user can relate. By selecting a social connection app 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.
• Service features and user experience: Users tend to gravitate towards social connection apps 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 social
connection app to be seamless and intuitive.
Given varying consumer preferences, we have adopted a brand portfolio approach, through which we
attempt to offer social connection apps that collectively appeal to the broadest spectrum of consumers. We
believe that this approach maximizes our ability to attract additional users.
Our portfolio
The following is a list of our key brands:
Tinder. The Tinder® platform, incubated at the Company, was launched in 2012 and has since risen to scale
and popularity faster than any other service in the online dating category, growing to over 10.8 million payers as
of the fourth quarter of 2022. Tinder’s patented Swipe® technology has led to significant adoption, particularly
among 18 to 30 year-old users, who were historically 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®, Tinder Gold®, or Tinder Platinum®. Tinder users and subscribers may
also pay for certain premium features, such as Super Likes™ and Boosts, on a pay-per-use basis. Tinder Explore is
an additional feature available for users to interact with others in ways that are non-traditional to Tinder.
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 English speaking countries. Hinge has more
recently expanded into additional European markets such as Germany and the Nordics. 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
relationship and its services are designed to reinforce that purpose. In 2021, Hinge launched Video Prompts,
Voice Prompts, and Voice Notes. With these features, users can better showcase who they are through text,
photos, video, and now, voice at different points in their dating journey. Hinge offers two premium subscription
offerings as of February 2023: Hinge+ and HingeX.
Match. The Match® platform was launched in 1995 and helped create the online dating category with the
ability to search profiles and receive algorithmic recommendations, and it now also offers 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 services 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 service and marketing are designed to reinforce
that purpose. Meetic recently introduced online audio and video chat rooms into the Meetic experience.
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OkCupid. The OkCupid® service 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.
Pairs. The Pairs™ app was launched in 2012 and is a leading provider of online dating services in Japan, with
a presence in Taiwan and South Korea. Pairs is a dating platform that was specifically designed to address social
barriers generally associated with the use of dating services in Japan.
Plenty Of Fish. The Plenty Of Fish® dating service launched in 2003. Among its distinguishing features is the
ability to both search profiles and receive algorithmic recommendations. Plenty Of Fish has grown in popularity
over the years and relies on a freemium model. Plenty Of Fish has broad appeal in the United States, Canada, the
United Kingdom, and a number of other international markets. In 2020, Plenty Of Fish launched POF Live™, a
one-to-many live streaming video feature that allows users to engage with other users at Plenty Of Fish in a
different format from traditional dating profiles.
Azar. Azar® was launched in 2014 and acquired in 2021 through our acquisition of Hyperconnect. Azar is a
one-to-one video chat service powered by real-time language translations that allow users to meet and interact
with a variety of people across the globe in their native language. Azar is primarily focused in the APAC and
Other region, with growth in Western Europe. Azar added live streaming in 2022.
Hakuna. The Hakuna® service was launched in 2019 and acquired in 2021 through our acquisition of
Hyperconnect. Hakuna Live is an interactive, social app that allows for one-to-many live streaming experiences.
Hakuna offers virtual gifting and its userbase is predominantly located in the APAC and Other region.
The League. The League® dating app was launched in 2014 and acquired in 2022. The League is a dating
platform focused on career-oriented individuals, which requires users to apply and be accepted prior to using
the app.
In addition to the brands above, our portfolio includes brands such as Chispa™ and BLK®, which bring the
Swipe® feature made popular by Tinder to the Latino and Black communities, respectively.
We strive to empower individual brand leaders with the authority and incentives to grow their respective
brands. Our brands compete with each other and with third-party businesses on brand characteristics, service
features, and business model, however we also work to apply a centralized discipline and share best practices
across our brands in order to quickly introduce new services and features, optimize marketing, increase growth,
reduce costs, improve user safety, and maximize profitability. Additionally, we centralize certain other
administrative functions, such as legal, accounting, finance, treasury, real estate and facilities, and tax. 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 business
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 maintaining the ability to deploy the best talent in the most critical positions
across the company at any given time; and
• sharing analytics to leverage services and marketing successes across our businesses rapidly for
competitive advantage.
Staying competitive
The industry for social connection apps is competitive and has no single, dominant brand globally. We
compete with a number of other companies that provide similar technologies for people to meet each other,
including other online dating platforms; other social media platforms and 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:
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• our ability to continue to increase consumer acceptance and adoption of technologies to meet other
people, particularly in emerging markets and parts of the world where the associated stigma has not yet
fully eroded;
• continued growth in internet access and smart phone adoption in certain regions of the world,
particularly emerging markets;
• the continued strength of our well-known brands and the growth of our emerging brands;
• the breadth and depth of our active communities of users;
• our brands’ reputation for trust and safety;
• our ability to evolve our services to keep up with user requirements, social trends, and the ever-
evolving technological landscape;
• our brands’ 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 services;
• our ability to continue to optimize our monetization strategies; and
• the design and functionality of our services.
A large portion of customers use multiple services over a given period of time, either concurrently or
sequentially, making our broad portfolio of brands a competitive advantage.
Where we earn our revenue
Many of our brands enable users to establish a profile and review other users’ profiles without charge.
Each brand also offers additional features, some of which are free, and some of which require payment
depending on the particular service. In general, access to premium features requires a subscription, which is
typically offered in packages (generally ranging from one to six months), depending on the service and
circumstance. Prices can 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 user is taking advantage of any
special offers. In addition to subscriptions, many of our brands 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 subject to constant 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 specified 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 unique community. In addition to direct
revenue from our users, we generate indirect revenue from advertising, which comprises a much smaller
percentage of our overall revenue as compared to direct revenue.
Dependencies on services provided by others
App Stores
We rely on the Apple App Store and the Google Play Store to distribute and monetize our mobile
applications and related in-app services. While our mobile applications are 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 generally 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, although some of our applications are currently able to use
their own payment systems for in-app purchases made on Android devices. Where we are required to use
Apple’s and Google’s payment systems, we pay Apple and Google, as applicable, a meaningful share (generally
30%, although as of January 1, 2022 Google reduced the percentage applicable to subscriptions to 15%) of the
revenue we receive from these transactions.
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Additionally, when our users and subscribers access and pay through the app stores, Apple and Google may
receive personal data about our users and subscribers that we would otherwise receive if we transacted with our
users and subscribers directly. Apple and Google 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 their payment systems, 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 services, 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.
The manner in which Apple and Google operate these services is being reviewed by legislative and
regulatory bodies globally. Notably, the European Union (the “EU”) recently adopted the Digital Markets Act,
which is expected to designate Apple and Google as “gatekeepers” and accordingly restrict them from (i)
imposing fees or other requirements that are not fair, reasonable and non-discriminatory to all application
developers and (ii) prohibiting application developers from informing users about alternative payment options,
offering their own in-app payment systems and making their applications available through alternate app stores
on iOS and Android devices. In addition, the Republic of Korea has adopted legislation that prohibits Apple and
Google from requiring that developers exclusively use Apple and Google to process payments. Further, courts
and regulators in several jurisdictions, including France, India, and the Netherlands have all found that certain
app store commissions or requirements that application developers exclusively use in-app payment systems
violates laws in those jurisdictions. Multiple other jurisdictions, including the United Kingdom, Japan, Mexico,
Brazil, Indonesia, Chile, and South Africa, are investigating, considering regulatory action or considering
legislation to restrict or prohibit these practices. The United States Congress, as well as a number of state
legislatures, are also considering legislation that would regulate certain terms of the relationships between
developers and Apple and Google and prohibit Apple and Google from requiring in-app payment processing.
On March 31, 2022, Google began enforcing its new in-app payments policy, which requires all developers
to process all in-app purchases of subscriptions and features entirely through Google’s in-app payment system. If
an application developer failed to comply by June 1, 2022, Google threatened to remove that developer’s
applications from the Google Play Store and not allow it to make updates to its applications. In May 2022,
several of our subsidiaries filed a complaint in federal district court in California against Google alleging that
Google’s dominance and anti-competitive conduct in the Android app distribution and in-app payment markets
violate federal antitrust laws, particularly with respect to the requirement that we use Google’s in-app payment
system exclusively. For additional information, see “Item 3 Legal Proceedings—Google Litigation” and “Item 1A
Risk factors—Risks relating to our business—As the distribution of our services 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.” While Google has already enforced its new payments policy in most jurisdictions, it has
not done so with respect to our applications due to a stipulation reached by the parties in the ongoing Google
litigation.
Cloud and Other Services
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 applications 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 upon which our brands including Tinder, Hinge, and Pairs 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 or any interruptions, outages or delays in our systems or those of our
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third-party providers, or deterioration in the performance of these systems, could impair our ability to provide
our services or process transactions with our users, which would adversely impact our business, financial
condition and results of operations.
Sales and marketing
All of our brands rely on word-of-mouth, or free, user acquisition to varying degrees. Our brands also 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 arrangements, creating content, and
partnering with influencers, among other means to promote our services. 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®, Hinge®, Match®, Plenty Of Fish®,
OkCupid®, Meetic®, Pairs™, Swipe®, Azar®, and Hakuna®, and associated domain names, taglines and logos) to
market our services and applications and build and maintain brand loyalty and recognition. We maintain an
ongoing trademark and service mark registration program, pursuant to which we register our brand names,
service names, taglines and 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 register
(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 recommendation process systems or features and services with expiration dates from 2023 to 2040. 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 service 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, antitrust and competition
issues, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary
liability, protection of minors, consumer protection, general safety, sex-trafficking, taxation, money laundering,
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 “Item 1A 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, transfer, and protection of personal data; and data breaches, in many of the countries in
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which we operate. For example, in the EU we are subject to the General Data Protection Act (“GDPR”), which
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 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 judgment 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
(the “UK”) and our handling of personal data of users located in the UK.
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. For instance, multiple legislative
proposals concerning privacy and the protection of user information have been introduced in the U.S. Congress.
Various U.S. state legislatures are also considering privacy legislation in 2023 and beyond. Some U.S. state
legislatures have already passed and enacted privacy legislation, most prominently the California Consumer
Privacy Act of 2018, which came into effect on January 1, 2020, with full enforcement commencing on June 30,
2020. Also the California Privacy Rights Act of 2020 (the “CPRA”) was enacted in 2020, which expanded the
state’s consumer privacy laws and creates a new government organization, the California Privacy Protection
Agency, to enforce the law. The majority of the CPRA’s provisions entered into force on January 1, 2023, with a
lookback to January 2022. In addition to California, comprehensive privacy laws were passed in Virginia,
Colorado, Connecticut, and Utah and are scheduled to enter into force in 2023. Additionally, the Federal Trade
Commission has increased its focus on privacy and data security practices at digital companies, as evidenced by
levying a first-of-its kind, $5 billion fine against Facebook for privacy violations in 2019, as well as a $150 million
fine against Twitter for privacy violations in May 2022. Finally, talks of a U.S. federal privacy law are ongoing in
Congress, with multiple proposals being considered, and may lead to the passing of a new law in the coming
years.
Concerns about harms and the use of dating services 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, the EU
recently adopted the Digital Services Act (the “DSA”), which goes into effect in 2024 and imposes additional
requirements on technology companies around moderation, transparency, and the overall safety of their
platforms. In addition, the UK introduced and intends to pass its Online Safety Bill, which imposes similar
requirements to those provided in the DSA. Of note, this legislation would introduce criminal liability for senior
managers of regulated entities if they fail to comply with certain child protection duties.
In the United States, government authorities, elected officials, and political candidates have called for
amendments to Section 230 of the Communications Decency Act (the “CDA”) that would purport to limit or
remove protections afforded to technology companies. 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 services that could restrict or impose additional costs upon the conduct of our business generally
or otherwise expose us to additional liability. There are also a number of pending legal challenges to the CDA,
including multiple lawsuits in United States federal courts, such as Gonzalez v. Google LLC, which is pending
before the United States Supreme Court. Any weakening of the CDA could result in increased litigation costs, as
well as a potentially increased chance of liability. See “Item 1A 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”) has reached
political agreement for international tax reform, which includes expanding the jurisdiction of member countries
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to tax businesses based on some level of digital presence, as well as subjecting these companies to a global
minimum tax rate of 15%. The OECD’s framework calls for countries to repeal digital services taxes once the
OECD’s reforms around allocating new taxing rights to markets come into full force. The OECD has set a deadline
of early 2023 to propose a multilateral convention. Several countries have made announcements concerning
their intention to effect the 15% minimum tax. For example, the EU approved a directive to this effect in
December 2022, requiring member states to transpose such a provision into their domestic laws by the end of
2023, with effect from 2024.
As a provider of subscription services, 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, has impacted our ability to process auto-
renewal payments and offer promotional or differentiated pricing for users in the EU. Also, new legislation in
Germany and France has imposed additional obligations on providers of subscription services regarding the
automatic renewal and cancellation of online subscriptions. Similar legislation or regulation, or changes to
existing laws or regulations governing subscription payments, have been adopted or 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 capital
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, 2022, we had approximately 2,700 full-time and approximately 20
part-time employees, which represents an 8% year-over-year increase in employee headcount. We expect our
overall headcount to remain relatively flat in 2023 as we look to accelerate our efforts to control costs amid a
difficult macroeconomic environment, especially in headcount-related expenses. However, we expect to
continue to focus on recruiting employees in technical functions such as software engineers at growing brands
and where critical needs arise, as well as to hire a number of employees and contractors to continue to bolster
various privacy, safety and data security initiatives.
As of December 31, 2022, approximately 62%, 14%, and 24% of our employees reside in the Americas,
Europe, and APAC and Other regions, respectively, spanning 23 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 service 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 services, 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, an employee stock purchase plan, retirement benefits,
healthcare and insurance benefits, paid time off, family leave, flexible work schedules, mental health and
wellness programs, 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
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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 exhibits and 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
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.
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”).
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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.
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
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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.
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.
The remaining impacts of these agreements as of December 31, 2022 are discussed below.
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, as amended, Match Group continues to provide certain
services to IAC that Former Match Group previously provided to Former IAC.
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.
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.
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Item 1A. Risk Factors
Risks relating to our business
The industry for social connection apps is competitive, with low switching costs and a consistent stream of new
services and entrants, and innovation by our competitors may disrupt our business.
The industry for social connection apps is competitive, with a consistent stream of new services and
entrants. Some of our competitors may enjoy better competitive positions in certain geographical regions, user
demographics or other key areas that we currently serve or may serve in the future. These advantages could
enable these competitors to offer services that are more appealing to users and potential users than our services
or to respond more quickly and/or cost-effectively than us to new or changing opportunities.
In addition, within the industry for social connection apps generally, costs for consumers to switch between
services are low, and consumers have a propensity to try new approaches to connecting with people and to use
multiple services at the same time. As a result, new services, entrants, and business models are likely to continue
to emerge. It is possible that a new service could gain rapid scale at the expense of existing brands through
harnessing a new technology or a new or existing distribution channel, creating a new or different approach to
connecting people or some other means. We may need to respond by introducing new services or features,
which we may not do successfully. If we do not sufficiently innovate to provide new, or improve upon existing,
services that our users or prospective users find appealing, we may be unable to continue to attract new users or
continue to appeal to existing users in a sufficient manner.
Potential competitors include larger companies that could devote greater resources to the promotion or
marketing of their services, take advantage of acquisition or other opportunities more readily or develop and
expand their services more quickly than we do. Potential competitors also include established social media
companies that may develop features or services that may compete with ours or operators of mobile operating
systems and app stores. For example, Facebook offers a dating feature on its platform, which it rolled out
globally several years ago and has grown dramatically in size supported by Facebook’s massive worldwide user
footprint. These social media and mobile platform competitors could use strong or dominant positions in one or
more markets, and ready access to existing large pools of potential users and personal information regarding
those users, to gain competitive advantages over us, including by offering different features or services that
users may prefer or offering their services to users at no charge, which may enable them to acquire and engage
users at the expense of our user growth or engagement.
If we are not able to compete effectively against our current or future competitors and services that may
emerge or if our decisions regarding where to focus our investments are not successful long-term, the size and
level of engagement of our user base may decrease, which could have an adverse effect on our business,
financial condition, and results of operations.
The limited operating history of our newer brands and services makes it difficult to evaluate our current
business and future prospects.
We seek to tailor each of our brands and services to meet the preferences of specific geographies,
demographics, and other communities of users. Building a given brand or service is generally an iterative process
that occurs over a meaningful period of time and involves considerable resources and expenditures. Although
certain of our newer brands and services have experienced significant growth over relatively short periods of
time, the historical growth rates of these brands and services may not be an indication of future growth rates for
such services or our newer brands and services generally. We have encountered, and may continue to
encounter, risks and difficulties as we build our newer brands and services. The failure to successfully scale these
brands and services 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 services 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.
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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,
the reach of email campaigns designed to attract new and repeat users (and retain current users) for our
services is adversely impacted. Additionally, recent and future changes by large tech platforms, such as Apple
and Google, to advertisers’ ability to access and use unique advertising identifiers, cookies and other information
to acquire potential users, such as Apple’s recent rules regarding the collection and use of identifiers for
advertising (“IDFA”), have adversely impacted, and may continue to adversely impact, our advertising efforts. To
continue to reach potential users and grow our businesses, we must identify and devote more of our overall
marketing expenditures to newer advertising channels, such as mobile and online video platforms. 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 COVID-19
outbreak or other similar outbreaks.
Our business could be materially and adversely affected by the outbreak of a widespread health epidemic
or pandemic, such as the Coronavirus Disease 2019 (COVID-19) pandemic. The COVID-19 pandemic reached
across the globe, resulting in the implementation of significant governmental measures intended to control the
spread of the virus, including lockdowns, closures, quarantines, and travel bans, as well as changes in consumer
behavior as individuals became reluctant to engage in social activities with people outside their households.
While most of these measures have been relaxed throughout the world, ongoing and future prevention and
mitigation measures, as well as the potential for some of these measures to be reinstituted in the event of
repeat waves of the virus or other similar diseases, have had and may in the future have an adverse impact on
global economic conditions and consumer confidence and spending, and could materially adversely affect
demand, or users’ ability to pay, for our services.
A public health epidemic, including COVID-19, poses the risk that Match Group or its employees,
contractors, vendors, and other business partners may be prevented or impaired from conducting ordinary
course business activities for an indefinite period of time, including due to shutdowns necessitated for the health
and wellbeing of our employees, the employees of business partners, or shutdowns that may be requested or
mandated by governmental authorities. For example, early on in the COVID-19 pandemic, certain of our
customer support vendors were impacted by government mandated shutdowns which adversely impacted the
capability of the affected brands to respond timely and effectively to user inquiries and requests. In addition, in
response to the COVID-19 outbreak, we took several precautions that adversely impacted employee
productivity, such as allowing employees to fully work remotely, imposing travel restrictions, and closing office
locations.
The ultimate extent of the impact of any epidemic, pandemic, or other health crisis on our business will
depend on multiple factors that are highly uncertain and cannot be predicted, including its severity, location and
duration, and actions taken to contain or prevent further its spread. Additionally, pandemics such as the
COVID-19 pandemic could increase the magnitude of many of the other risks described in this annual report, and
have other adverse effects on our operations that we are not currently able to predict. If our business and the
markets in which we operate experience a prolonged occurrence of adverse public health conditions, such as
COVID-19, it could materially and adversely affect our business, financial condition, and results of operations.
See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends
affecting our business—Impacts of the Coronavirus.”
Foreign currency exchange rate fluctuations have adversely affected and may continue to adversely affect our
results of operations.
We operate in various international markets, including jurisdictions within the EU and Asia. During periods
of a strengthening U.S. dollar, which we experienced throughout much of 2022, our international revenues have
been and will be reduced when translated into U.S. dollars. In addition, as foreign currency exchange rates
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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 EU, commonly referred to as “Brexit,” has caused, and may
continue to cause, volatility in currency exchange rates between the U.S. dollar and the British Pound and the
full impact of Brexit remains uncertain. For additional information and for an example of how international
revenues were impacted in 2022 by a strengthened U.S. dollar, see “Item 7—Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures—Effects of Changes in
Foreign Exchange Rates on Revenue,“ and Item 7A—Quantitative and Qualitative Disclosures About Market Risk
—Foreign Currency Exchange Risk.”
Distribution and marketing of, and access to, our services relies, in significant part, on a variety of third-party
platforms, in particular, mobile app stores. If these third parties limit, prohibit, or otherwise interfere with
features or services 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 services (including related mobile applications) through a variety of third-
party distribution channels, including Facebook, which has rolled out its own dating service. 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 services 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, in 2021 Apple made changes to its policy on the processing of Apple’s
IDFA, requiring app users to opt in before their IDFA can be accessed by an application. As a consequence, the
ability of advertisers to accurately target and measure the effectiveness of their advertising campaigns at the
user level has been limited and we and other app developers have experienced increased cost per registration.
Additionally, Apple and Google are known to retaliate against application developers who publicly or privately
challenge their app store rules and policies, and such retaliation has and could adversely affect our business,
financial condition, and results of operations.
The success of our services will depend, in part, on our ability to access, collect, and use personal data about
our users and subscribers.
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 and provide services to help keep our users safe 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, our
ability to comply with applicable law, 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.
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As the distribution of our services 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 services. 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 generally determine the prices at which these subscriptions and features are sold;
however, purchases of these subscriptions and features are required to be processed through the in-app
payment systems provided by Apple and Google, although some of our applications are currently able to use
their own payment systems for in-app purchases made on Android devices. Where we are required to use
Apple’s or Google’s payment systems, we pay Apple and Google, as applicable, a meaningful share (generally
30%, although as of January 1, 2022 Google reduced the percentage applicable to subscriptions to 15%) of the
revenue we receive from these transactions. While we are constantly innovating on and creating our own
payment systems and methods, given the ever increasing distribution of our services through app stores and the
combination of their strict anti-steering rules and mandates to use the in-app payments systems tied into those
app stores, we may need to offset these increased app store fees by decreasing traditional marketing
expenditures as a percentage of revenue, increasing user volume or monetization per user, or by engaging in
other efforts to increase revenue or decrease costs generally, or our business, financial condition and results of
operations could be adversely affected.
On March 31, 2022, Google began enforcing its new in-app payments policy, which requires all developers
to process all in-app purchases of subscriptions and features entirely through Google’s in-app payment system. If
an application developer failed to comply by June 1, 2022, Google threatened to remove that developer’s
applications from the Google Play Store and not allow them to make updates to their applications. In May 2022,
several of our subsidiaries filed a complaint in federal district court in California against Google alleging that
Google’s dominance and anti-competitive conduct in the Android app distribution and in-app payment markets
violate federal antitrust laws, particularly with respect to the requirement that we use Google’s in-app payment
system exclusively. While Google has already enforced its new payments policy in most jurisdictions, it has not
done so with respect to our applications due to a stipulation reached in the ongoing Google litigation. Google
has filed certain counterclaims against us in which they seek damages as well as a declaratory judgment to allow
them to remove our applications from the Google Play Store. While we believe Google’s counterclaims are
without merit, if Google prevails in the Google litigation, Google may be permitted to remove certain of our
applications from the Google Play Store or we may be required to incur additional significant in-app purchase
fees for past as well as future purchases, which would cause our business, financial condition, and results of
operations to be materially adversely affected. For additional information, see“Item 1—Business—Dependencies
on services provided by others—App Stores” and “Item 3 Legal Proceedings—Google Litigation.”
We depend on our key personnel.
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. In the last 12
months, there have been significant changes to our senior leadership team, including our Chief Executive Officer
and the Chief Executive Officer of Tinder, our largest brand. These changes and any future significant leadership
changes or senior management transitions involve inherent risk. If we fail to ensure the effective transfer of
senior management knowledge and smooth transitions involving senior management across our various
businesses, our ability to execute short and long term strategic, financial, and operating goals, as well as our
business, financial condition, and results of operations generally, could be adversely affected. In addition to
intense competition for talent, workforce dynamics are constantly evolving. If we do not manage changing
workforce dynamics effectively, it could materially adversely affect our culture, reputation and operational
flexibility.
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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 experienced
and may from time to time, experience system interruptions that make some or all of our systems or data
unavailable and prevent our services 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 platforms, tarnish our
brands’ reputations, and decrease demand for our services, 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 platforms, ensure acceptable load times for our services, 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 services and thereby negatively impact the demand for our
services, and could increase our costs, either of which could adversely affect our business, financial condition,
and results of operations.
From time to time we have, and may continue to, augment and enhance, or transition to other, enterprise
resource planning, human resources, financial, or other systems. Such actions may cause us to experience
difficulties in managing our systems and processes, which could disrupt our operations, the management of our
finances, and the reporting of our financial results, which in turn, may result in our inability to manage the
growth of our business and to accurately forecast and report our results, each of which could adversely affect
our business, financial condition, and results of operations.
We may not be able to protect our systems and infrastructure from cyberattacks and may be adversely
affected by cyberattacks experienced by third parties.
We are regularly under attack by perpetrators of random or targeted malicious technology-related events,
such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software,
distributed denial of service attacks, and attempts to misappropriate customer information, including personal
user data, credit card information, and account login credentials. While we have invested (and continue to
invest) in the protection of our systems and infrastructure, in related personnel and training and in employing a
data minimization strategy, where appropriate, there can be no assurance that our efforts will prevent
significant breaches in our systems or other such events from occurring. Some of our systems have experienced
past security incidents, and, although they did not have a material adverse effect on our operating results, there
can be no assurance of a similar result in the future. Any cyber or similar attack we are unable to protect
ourselves against could damage our systems and infrastructure, prevent us from providing our services, tarnish
our brand 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
data, for instance through account login credentials that such users might have used across multiple internet
sites, including our sites, or directly through access to user data that these third party service providers could
process in the context of the services they provide to us. These events can lead to government enforcement
actions, fines and litigation, as well as loss of consumer confidence generally, which could make users less likely
to use or continue to use online services generally, including our services. The occurrence of any of these events
could have an adverse effect on our business, financial condition, and results of operations.
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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 services 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 services or process transactions with our users, which would adversely impact our business, financial
condition and results of operations. For additional information, see “Item 1—Business—Dependencies on
services provided by others—Cloud and Other Services.”
If the security of personal and confidential or sensitive user information that we maintain and store is
breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an
event and our reputation could be harmed.
We receive, process, store, and transmit a significant amount of personal user and other confidential or
sensitive information, without limitation, including credit card information and user-to-user communications,
and enable our users to share their personal information with each other. In some cases, we engage third party
service providers to store or process this information. We continuously develop and maintain systems to protect
the security, integrity, and confidentiality of this information, but we have experienced past incidents and
cannot guarantee that inadvertent or unauthorized use or disclosure will not occur in the future or that third
parties will not gain unauthorized access to this information despite our efforts. When such events occur, we
may not be able to remedy them, and we may be required by law to notify regulators and individuals whose
personal information was processed, used or disclosed without authorization, be subject to claims against us,
including government enforcement actions, fines and litigation, and have to expend significant capital and other
resources to mitigate the impact of such events, including developing and implementing protections to prevent
future events of this nature from occurring. When breaches of security (or the security of our service providers)
occur, the perception of the effectiveness of our security measures, the security measures of our service
providers, and our reputation may be harmed, we may lose current and potential users and our various brands’
reputations and competitive positions may be tarnished, any or all of which might adversely affect our business,
financial condition, and results of operations.
Our business is subject to complex and evolving U.S. 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 services, require changes to or cessation of
certain business practices, result in negative publicity, increase our operating costs, require significant
management time and attention, and subject us to remedies that may harm our business, including fines or
modifications to existing business practices.
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.
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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
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 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 services 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 services. 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’ services 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.
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
services, and have adopted policies regarding illegal, offensive, or inappropriate use of our services, 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.
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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 services.
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 services 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 can be, and, on rare occasions,
have been, determined to be invalid or unenforceable, or laws and interpretations of laws regarding the
enforceability of existing intellectual property rights may change over time in a manner that provides less
protection. The occurrence of any of these events could tarnish our brands’ reputations, limit our ability to
market them, or impede our ability to effectively compete against competitors with similar technologies, any of
which could adversely affect our business, financial condition, and results of operations.
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 and
of invalidity of our own rights. In addition, from time to time we have engaged in litigation, and may continue to
do so in the future, to enforce our intellectual property rights, protect our trade secrets and patents, or to
determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless
of outcome or merit, could result in substantial costs and diversion of management and technical resources, any
of which could adversely affect our business, financial condition, and results of operations.
We operate in various international markets, including certain markets in which we have limited experience,
and some of our brands continue to seek to increase their international scope. As a result, we face additional
risks in connection with certain of our international operations.
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 services or lack of acceptance of them
generally;
• differing and potentially adverse tax laws;
• compliance challenges due to different laws and regulatory environments, particularly in the case of
privacy, data security, intermediary or platform 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
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• 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, including our acquisitions of Hyperconnect in June 2021 and The
League in July 2022, and continue to seek potential acquisition candidates. We may experience operational and
financial risks in connection with historical and future acquisitions if we are unable to:
• 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 of these events could have an adverse effect on our business, financial
condition, and results of operations.
We have incurred impairment charges related to our intangible assets in the past and may incur further
impairment charges related to our goodwill and other intangible assets in the future, which have required us
to, and in the future may again require us to, record a significant charge to earnings.
We acquire other companies and intangible assets and may not realize all the economic benefit from those
acquisitions, which could cause an impairment of goodwill or intangible assets. We assess goodwill and
indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or there is a
change in circumstances that indicates the carrying value may not be recoverable, including, but not limited to, a
decline in our stock price and market capitalization, reduced future cash flow estimates, or slower growth rates
in our industry. For example, in 2022, we recorded impairment charges related to Hyperconnect intangible
assets that stemmed from a decline in long-term projections for the business since the acquisition in June 2021,
including adverse foreign currency impacts in certain of Hyperconnect’s key markets, and the use of higher
discount rates to value the assets. There were also additional impairments in 2022 related to other more
established trade names. We may in the future be required to record additional significant charges in our
consolidated financial statements during the period in which any impairment of our goodwill or intangible assets
is determined, negatively affecting our results of operations. For further information, see “Note 5—Goodwill and
Intangible Assets” to the consolidated financial statements included in “Part II, Item 8—Consolidated Financial
Statements and Supplementary Data.”
We are subject to litigation, and adverse outcomes in such litigation could have an adverse effect on our
financial condition.
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, mass arbitrations, and other
matters, that involve claims for substantial amounts of money or for other relief, results in significant costs for
legal representation, arbitration fees, or other legal or related services, 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
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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.”
Our operations are subject to the effects of high rates of inflation and volatile global economic conditions.
The United States, Europe and other key global markets have recently experienced historically high levels
of inflation, which have impacted, among other things, employee compensation expenses. If inflation rates
continue to remain historically high or if rates increase any further, it will likely further affect our expenses, and
it may reduce consumer discretionary spending, which could affect the buying power of our users and lead to a
reduced demand for our services, particularly for à la carte features or at brands that serve consumers with less
discretionary income. Additionally, geopolitical developments, such as the war in Ukraine, tensions with China,
climate change, and the responses by central banking authorities to control inflation, can increase levels of
political and economic unpredictability globally and increase the volatility of global financial markets. Adverse
macroeconomic conditions, including lower consumer confidence, slower growth or recession, changes to fiscal
and monetary policy, inflation, higher interest rates, the availability and cost of credit, and the strength of the
economies in which we and our users are located, have adversely affected and may continue to adversely affect
our business, financial condition, and results of operations.
Risks relating to our indebtedness
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, 2022, we had total debt outstanding of approximately $3.9 billion and borrowing
availability of $749.6 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, services, 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
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• 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
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
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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.
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.
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, Alan G. Spoon serves as a director of each of Match Group and IAC. The fact that Mr. Spoon
holds positions with both Match Group and IAC could create, or appear to create, potential conflicts of interest
for him when facing decisions that may affect both Match Group and IAC, and he also faces conflicts of interest
with regard to the allocation of his time between Match Group and IAC.
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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, 2022, 2021, and 2020. 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, to finance the growth and development of our
business, and to fund our share repurchase program. We are not obligated to pay dividends on our common
stock. 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;
• 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;
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• 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, whether owned or leased, are in various cities in
the United States and abroad, and 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 trademark and patent infringement claims, trademark oppositions, and
consumer or advertising complaints, as well as stockholder derivative actions, class action lawsuits, mass
arbitrations, 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 alleges 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
seeks certification of a class of California Tinder Plus subscribers age 30 and over and damages in an unspecified
amount.
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. On March 4, 2022, the trial court granted final approval of the settlement agreement, the
terms of which are not material to the Company. On March 31, 2022, 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.
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On June 27, 2022, the trial court issued an order staying the class claims in Candelore 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.
FTC Lawsuit Against Former Match Group
On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal
district court in Texas against Former Match Group. See FTC v. Match Group, Inc., No. 3:19:cv-02281-K (Northern
District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified
non-paying users that other users were attempting to communicate with them, even though Match.com had
identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe
and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of
Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its
handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil
penalties, restitution, disgorgement, and costs of suit. On March 24, 2022, the court granted our motion to
dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted
our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the
guarantee offer and chargeback policy. On July 19, 2022, the FTC filed an amended complaint adding Match
Group, LLC as a defendant. We believe that the FTC’s claims regarding Match.com’s practices, policies, and
procedures are without merit and will defend vigorously against them.
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 then 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. On August 12, 2022,
plaintiff filed a stipulation withdrawing the motion for class certification and dismissing the lawsuit with
prejudice.
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. On February 25, 2021, another Match Group shareholder filed a shareholder
derivative complaint in the Delaware Court of Chancery on behalf of nominal defendant Match Group, Inc.
against its board of directors seeking to recover unspecified monetary damages. See Daniel Ochoa v. Match
Group, Inc. et al, C.A. No. 2021-0158-MTZ (Delaware Court of Chancery). The complaint alleges federal securities
laws violations and that Match Group’s directors breached their fiduciary duties by purportedly exercising
inadequate oversight to prevent the alleged issues giving rise to the FTC complaint and by purportedly
transacting in Match Group stock while possessing knowledge of these issues. On February 6, 2023, orders
granting stipulations for voluntary dismissal were issued in the Rubin and Ochoa cases.
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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. On January 21,
2021, the case was consolidated with other shareholder actions, and an amended complaint was filed on April
14, 2021. See In Re Match Group, Inc. Derivative Litigation, Consolidated C.A. No. 2020-0505-MTZ (Delaware
Court of Chancery). On September 1, 2022, the court granted defendants’ motion to dismiss with prejudice. On
October 3, 2022, plaintiffs filed an amended notice of appeal with the Delaware Supreme Court. We believe that
the allegations in this lawsuit and the appeal are without merit and will defend vigorously against them.
FTC Investigation of Certain Subsidiary Data Privacy Representations
On March 19, 2020, the FTC issued an initial Civil Investigative Demand (“CID”) to the Company requiring us
to produce certain documents and information regarding the allegedly wrongful conduct of OkCupid in 2014 and
our public statements in 2019 regarding such conduct and whether such conduct and statements were unfair or
deceptive under the FTC Act. On May 26, 2022, the FTC filed a Petition to Enforce Match Civil Investigative
Demand. See FTC v. Match Group, Inc., No. 1:22-mc-00054 (District of Columbia). We believe the FTC's
investigation and petition to enforce are without merit, and will defend vigorously against it.
Google Litigation
On May 9, 2022, Match Group, LLC, Humor Rainbow, Inc., Plenty of Fish Media ULC, and People Media, Inc.
(collectively, the “Match Group Parties”) filed a complaint in federal district court in California against Google
LLC, Google Ireland Limited, Google Commerce Limited, Google Asia Pacific Pte. Limited, and Google Payment
Corp. (collectively, “Google”). See Match Group, LLC et al. v. Google LLC et al., No. 3:22-cv-02746-JD (Northern
District of California). In the lawsuit, the Match Group Parties allege that Google’s dominance and anti-
competitive conduct in the Android app distribution and in-app payment markets violate federal antitrust laws
and California state law, particularly with respect to Google’s requirement that the Match Group Parties use
Google Play Billing exclusively and end their practice of offering users payment options for in-app purchases. The
Match Group Parties seek injunctive relief preventing Google from requiring their apps to use Google Play Billing,
as well as monetary and other relief. The lawsuit was deemed related to the multi-district litigation ("MDL") In re
Google Play Store Antitrust Litigation, 3:21-md-02981-JD (Northern District of California) and coordinated with
that MDL for certain pre-trial and trial purposes. On November 17, 2022, the Match Group Parties filed an
amended complaint to assert per se violations of Section 1 of the Sherman Act against Google.
On July 11, 2022, Google filed its Answer and Counterclaims, asserting counterclaims against the Match
Group Parties for (1) breach of contract, based on the Match Group Parties' alleged breach of the Google Play
Developer Distribution Agreement (“DDA”) and Payments Policy by failing to exclusively offer Google Play Billing
as the payment option for in-app purchases, (2) breach of the implied covenant of good faith and fair dealing,
based on the Match Group Parties’ purportedly having misled Google to believe that the Match Group Parties
would comply with the DDA’s Payment policy, (3) false promise, based on the Match Group Parties’ alleged
promise and failure to comply with the DDA, (4) quasi-contract/unjust enrichment, based on the Match Group
Parties’ alleged inducement to Google to make modifications to its billing systems and provide distribution and
other services under the understanding that such services were in furtherance of complying with the DDA, and
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(5) declaratory judgment. Google seeks damages, as well as a declaratory judgment including the right to remove
the Match Group Parties’ apps from the Google Play Store. On September 2, 2022, the court denied the Match
Group Parties’ motion to dismiss the counterclaims. We believe Google’s counterclaims are without merit and
will defend vigorously against them.
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, 2023, there were 1,014 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, 2017 through December 31, 2022. 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
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
12/31/2022
Match Group, Inc.
$100.00
$143.71
$275.90
$482.88
$422.39
$132.51
NASDAQ Composite Index
Russell 1000 Technology Index
S&P 500 Index
$100.00
$100.00
$100.00
$97.18
$98.79
$95.61
$132.88
$192.74
$235.56
$158.97
$145.44
$213.36
$292.67
$191.37
$125.70
$148.81
$191.48
$156.77
Item 6. Reserved
Not applicable.
32
Match Group, Inc.NASDAQ Composite IndexRussell 1000 Technology IndexS&P 500 Index12/31/201712/31/201812/31/201912/31/202012/31/202112/31/2022$0$100$200$300$400$500 Table of Contents
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Terms:
Operating and financial metrics:
•
•
•
•
•
•
•
Americas includes North America, Central America, South America, and the Caribbean islands.
Europe includes continental Europe, the British Isles, Iceland, Greenland, and Russia, but excludes
Turkey (which is included in APAC and Other).
APAC and Other includes Asia, Australia, the Pacific islands, the Middle East, and Africa.
Direct Revenue is revenue that is received directly from end users of our services and includes both
subscription and à la carte revenue.
Indirect Revenue is revenue that is not received directly from an end user of our services, substantially
all of which is advertising revenue.
Payers are unique users at a brand level in a given month from whom we earned Direct Revenue.
When presented as a quarter-to-date or year-to-date value, Payers represents the average of the
monthly values for the respective period presented. At a consolidated level, duplicate Payers may exist
when we earn revenue from the same individual at multiple brands in a given month, as we are unable
to identify unique individuals across brands in the Match Group portfolio.
Revenue Per Payer (“RPP”) is the average monthly revenue earned from a Payer and is Direct Revenue
for a period divided by the Payers in the period, further divided by the number of months in the
period.
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 service features through the in-app payment systems provided by Apple and Google.
Selling and marketing expense - consists primarily of advertising expenditures and compensation
expense (including stock-based compensation expense) and other employee-related costs for
personnel engaged in selling and marketing, and sales support functions. 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, fees for professional services (including
transaction-related costs for acquisitions), and facilities costs.
Product development expense - consists primarily of compensation expense (including stock-based
compensation expense) and other employee-related costs that are not capitalized for personnel
engaged in the design, development, testing, and enhancement of service offerings and related
technology.
Long-term debt:
•
•
Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. At
December 31, 2022, there was $0.4 million in outstanding letters of credit and $749.6 million of
availability under the Credit Facility.
Term Loan - The term loan facility under the credit agreement of MG Holdings II. At December 31,
2022 and December 31, 2021, the Term Loan bore interest at LIBOR plus 1.75% and the then
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•
•
•
•
•
•
•
•
applicable rates were 6.49% and 1.91%, respectively. At December 31, 2022, $425 million was
outstanding.
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,
2022, $450 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. At December 31, 2022, $500 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,
2022, $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. At December 31, 2022, $500
million aggregate principal amount was outstanding.
3.625% Senior Notes - MG Holdings II’s 3.625% Senior Notes due October 1, 2031, with interest
payable each April 1 and October 1, which were issued on October 4, 2021. At December 31, 2022,
$500 million aggregate principal amount was outstanding.
2022 Exchangeable Notes - During the third quarter of 2017, Match Group FinanceCo, Inc., a
subsidiary of the Company, issued $517.5 million aggregate principal amount of 0.875% Exchangeable
Senior Notes due October 1, 2022, which were exchangeable into shares of the Company's common
stock. Interest was payable each April 1 and October 1. In October 2022, the then outstanding 2022
Exchangeable Notes were settled at maturity with cash on hand.
2026 Exchangeable Notes - During the second quarter of 2019, Match Group FinanceCo 2, Inc., a
subsidiary of the Company, issued $575.0 million aggregate principal amount of 0.875% Exchangeable
Senior Notes due June 15, 2026, which are exchangeable into shares of the Company's common stock.
Interest is payable each June 15 and December 15. The outstanding balance of the 2026 Exchangeable
Notes at December 31, 2022 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, 2022 was $575 million.
Non-GAAP financial measure:
•
Adjusted Operating Income - is a Non-GAAP financial measure. See “Non-GAAP Financial Measures”
for the definition of Adjusted Operating Income and a reconciliation of net earnings attributable to
Match Group, Inc. shareholders to operating income and Adjusted Operating Income.
Separation from IAC
On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match
Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from
IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which
consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former
IAC, and (2) IAC, consisting of Former IAC’s businesses other than Match Group (the “Separation”). As part of the
Separation, Former Match Group merged with and into MG Holdings II, an indirect wholly-owned subsidiary of
Match Group, with MG Holdings II surviving the merger as an indirect wholly-owned subsidiary of Match Group.
As a result of the Separation, the operations of Former IAC businesses other than Match Group are presented as
discontinued operations.
For additional information relating to the Separation and the related transactions and agreements, see
“Part I—Item 1—Business—Separation of Match Group and IAC” and “Part I—Item 1—Business—Relationship
with IAC after the Separation.”
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MANAGEMENT OVERVIEW
Match Group, Inc., through its portfolio companies, is a leading provider of digital technologies designed to
help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,
Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, Hakuna®, and more, each built to increase our users’ likelihood
of connecting with others. Through our trusted brands, we provide tailored services to meet the varying
preferences of our users. Our services 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, unless the context indicates otherwise.
Sources of Revenue
All of our services provide the use of certain features for free as well as a variety of additional features
through a subscription or, for certain features, on a pay-per-use, or à la carte, basis. Our revenue is primarily
derived directly from users in the form of recurring subscription fees and à la carte purchases.
Subscription revenue is presented net of credits and credit card chargebacks. Payers who purchase
subscriptions or à la carte features 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 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. Revenue from the purchase of à la carte features is recognized
based on usage. We also earn revenue from online advertising, which 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 Hinge has grown meaningfully since acquisition.
We have acquired brands such as Azar, Hakuna, and The League and incubated new brands such as Chispa™,
BLK®, Stir, and Upward, where we have seen initial growth and we expect to see additional growth opportunities
into the future. With our evolving portfolio of brands, we have seen a number of other significant trends in our
business in recent years, including the following:
Lower cost users. All of our brands rely on word-of-mouth, or free, user acquisition to varying degrees.
Word-of-mouth acquisition is typically a function of scale (with larger communities driving greater numbers of
referrals), youthfulness (with the viral effect being more pronounced in younger populations due, in part, to a
significantly higher concentration of people seeking connections in any given social circle and the increased
adoption of social media and similar platforms among such populations), and monetization rate (with people
generally more likely to talk openly about using technologies to meet people that are less heavily monetized).
Additionally, some, but not all, of our brands spend meaningfully on paid marketing. 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 we increase our acquisition of lower cost users, paid
acquisition of users remains an important driver of our business. The channels through which we market our
brands are always evolving, but we are currently in a period of rapid change as TV and video consumption
patterns evolve and internet consumption occurs regularly on mobile devices. 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
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30% of the purchase price (Google reduced its in-app purchase fees for subscriptions to 15% as of January 1,
2022). As a result, the percentage of our revenues paid to Apple and Google continues to be a significant and
growing expense. For additional information, see “Item 1 Business—Dependencies on services provided by
others—App Stores.”
On March 31, 2022, Google began enforcing its new in-app payments policy, which requires all developers
to process all in-app purchases of subscriptions and features entirely through Google’s in-app payment system. If
an application developer failed to comply by June 1, 2022, Google threatened to remove that developer’s
applications from the Google Play Store and not allow it to make updates to its applications. In May 2022,
several of our subsidiaries filed a complaint in federal district court in California against Google alleging that
Google’s dominance and anti-competitive conduct in the Android app distribution and in-app payment markets
violate federal antitrust laws, particularly with respect to the requirement that we use Google’s in-app payment
system exclusively. For additional information, see “Item 3 Legal Proceedings—Google Litigation.” While Google
has already enforced its new payments policy in most jurisdictions, it has not done so with respect to our
applications due to a stipulation reached by the parties in the ongoing Google litigation.
Increase in acceptance and growth of technologies to meet people globally. Over the past decade, there
has been meaningful growth in the usage of technologies to meet people 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 people seeking connections utilize technologies to meet people and the stigma around using such
technologies continues to erode, we believe that there is potential for accelerating growth in the use of these
technologies globally. As a result, new services, entrants to the market, and business models are likely to
continue to emerge, sometimes at the expense of our existing brands, through harnessing a new technology or a
new or existing distribution channel, creating a new or different approach to connecting people, or some other
means.
Implementing new technologies that enhance our user experience. We expect new technologies to
continue to drive user engagement. As new technologies develop, we evaluate if those technologies can be
incorporated into our apps and will enhance the user experience. We believe that implementation of recent
advances in technology, such as live video and live experiences, have enhanced our brands’ ability to attract and
retain users. We expect new technologies to continue to drive user engagement and expect other technologies
beyond video and live experiences to be tested in our services and incorporated into our apps in the future.
Impacts of the Coronavirus. When the novel coronavirus (“COVID-19”) first hit Western Europe and the
U.S. in 2020, user engagement increased significantly, but subscribers who purchase a subscription for the first
time (“first-time subscribers”) declined at most of our brands as meeting in person was restricted. As 2020
progressed, propensity to pay rebounded across our portfolio, and first-time subscribers climbed amid reduced
COVID-19 cases, but then faced new headwinds at the end of 2020. In 2021 and continuing into 2022, we saw a
new normalization level as vaccines rolled out globally, even as several countries experienced additional waves
of cases. The Omicron variant surge caused a modest impact on our business, with rolling global effects as the
wave passed through various parts of the globe. Despite these past effects, the business has proven to be quite
resilient over the last three years and we do not currently expect significant effects from COVID-19 in the near
future.
Other trends or factors affecting the comparability of our results
Advertising spend. 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 Payer that is realized
over a multi-year period. 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
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a higher proportion of their revenue on advertising while our newer brands spend a lower proportion and tend
to rely more on word of mouth and other viral marketing. Our advertising spend may be incurred unevenly
throughout the year.
International markets. Our services are available across the world. Our international revenue represented
55% and 54% of our total revenue for years ended December 31, 2022 and 2021, respectively. 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.
2022 Consolidated Results
In 2022, revenue grew 7%, operating income decreased 40%, and Adjusted Operating Income grew 6%
year-over-year. Revenue growth was primarily due to strong growth at Tinder and Hinge, as well as the
acquisition of Hyperconnect in June 2021. Operating income and Adjusted Operating Income benefited from
lower selling and marketing expense and general and administrative expense as a percentage of revenue, both
excluding stock-based compensation expense, partially offset by an increase in cost of revenue due to higher-in
app fees, and an increase in product development expense primarily due to increase in compensation expense.
Operating income was further impacted by impairments of intangible assets and increased stock-based
compensation expense primarily due to new grants made during the year.
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Results of Operations for the years ended December 31, 2022, 2021 and 2020
The following discussion should be read in conjunction with “Item 8. Consolidated Financial Statements
and Supplementary Data.” For a discussion regarding our financial condition and results of operations for the
year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to Part II, Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022.
2022
Change
% Change
2021
Change
% Change
2020
Years Ended December 31,
(Amounts in thousands, except ARPU)
Revenue
Direct Revenue:
Americas
Europe
APAC and Other
Total Direct Revenue
Indirect Revenue
Total Revenue
Direct Revenue
Tinder
Hinge
Other brands
Total Direct Revenue
$ 1,629,069 $ 117,012
27,059
63,279
207,350
(1,784)
$ 3,188,843 $ 205,566
848,886
652,266
3,130,221
58,622
$ 1,794,467 $ 144,710
87,130
283,668
1,052,086
(24,490)
$ 3,130,221 $ 207,350
Percentage of Total Revenue:
Direct Revenue:
Americas
Europe
APAC and Other
Total Direct Revenue
Indirect Revenue
Total Revenue
Payers(a):
Americas
Europe
APAC and Other
Total
51%
27%
20%
98%
2%
100%
8,169
4,599
3,568
16,336
160
110
581
851
(Change calculated using non-rounded numbers)
RPP(a):
Americas
Europe
APAC and Other
Total
$
$
$
$
16.62 $
15.38 $
15.24 $
15.97 $
0.89
0.13
(1.19)
0.24
______________________
8%
3%
11%
7%
(3)%
7%
9%
44%
(2)%
7%
2%
2%
19%
5%
6%
1%
(7)%
2%
$ 1,512,057 $ 264,096
141,699
172,352
578,147
13,861
$ 2,983,277 $ 592,008
821,827
588,987
2,922,871
60,406
21%
21%
41%
25%
30%
25%
$ 1,247,961
680,128
416,635
2,344,724
46,545
$ 2,391,269
$ 1,649,757 $ 294,357
106,393
196,538
1,076,576
177,397
$ 2,922,871 $ 578,147
22%
118%
20%
25%
$ 1,355,400
90,145
899,179
$ 2,344,724
51%
27%
20%
98%
2%
100%
8,009
4,489
2,987
15,485
896
461
578
1,935
$
$
$
$
15.73 $
15.25 $
16.43 $
15.73 $
1.11
1.18
2.02
1.31
13%
11%
24%
14%
8%
8%
14%
9%
52%
29%
17%
98%
2%
100%
7,113
4,028
2,409
13,550
$
$
$
$
14.62
14.07
14.41
14.42
(a) Our ability to eliminate duplicate Payers at a brand level for periods prior to Q2 2020 is impacted by
data privacy requirements which require that we anonymize data after 12 months, therefore Payer data
for those periods is likely overstated. Additionally, as Payers is a component of the RPP calculation, RPP
is likely commensurately understated for these same periods due to these data privacy limitations.
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Table of Contents
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Americas Direct Revenue grew $117.0 million, or 8%, in 2022 versus 2021, driven by 6% growth in RPP and
2% growth in Payers. RPP growth was driven by both higher average prices paid for subscriptions and increased
average á la carte purchases per Payer at Tinder and Hinge. Growth in Payers was primarily driven by Tinder and
Hinge, partially offset by decreases at Plenty Of Fish and Match.
Europe Direct Revenue grew $27.1 million, or 3%, in 2022 versus 2021, driven by 2% growth in Payers and
1% growth in RPP. Growth in Payers and RPP was primarily due to Tinder with contributions from Hinge and the
acquisition of Hyperconnect in June 2021, partially offset by decreases at Meetic. RPP growth was unfavorably
impacted by the strength of the U.S. dollar against the Euro and British Pound compared to 2021.
APAC and Other Direct Revenue grew $63.3 million, or 11%, in 2022 versus 2021, driven by 19% growth in
Payers, partially offset by a 7% decrease in RPP. Payer growth was primarily driven by Tinder and the acquisition
of Hyperconnect. RPP was unfavorably impacted by the strength of the U.S. dollar compared to the Japanese Yen
and Turkish Lira.
Indirect Revenue decreased $1.8 million primarily due to lower ad impressions, partially offset by a higher
rate per impression compared to the prior year.
Cost of revenue (exclusive of depreciation)
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
Cost of revenue
Percentage of revenue
$959,963
30%
$120,655
14%
(Dollars in thousands)
$839,308
28%
$203,475
32%
$635,833
27%
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Excluding the Hyperconnect acquisition, cost of revenue increased 9% primarily due to an increase in in-
app purchase fees of $47.7 million, which included a $21.2 million escrow amount related to litigation regarding
the fees paid to the Google Play Store, and an increase in hosting fees of $26.4 million. The additional 5%
increase is due to the acquisition of Hyperconnect in June 2021. For the year ended December 31, 2022, total in-
app purchase fees were $622.5 million.
Selling and marketing expense
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
Selling and marketing
expense
Percentage of revenue
$534,517
17%
$(31,942)
(6)%
$566,459
19%
$86,552
18%
$479,907
20%
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Selling and marketing expense decreased as a result of reduced marketing spend at most brands across the
portfolio.
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General and administrative expense
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
General and administrative
expense
Percentage of revenue
$435,868
14%
$21,047
5%
$414,821
14%
$103,614
33%
$311,207
13%
For the year ended December 31, 2022 compared to the year ended December 31, 2021
General and administrative expense increased primarily due to an increase in compensation expense of
$35.2 million primarily related to (i) an increase in stock-based compensation associated with new awards
granted in 2022 and higher modification expense on existing awards, and (ii) an increase in headcount.
Additional increases were due to an increase in travel expenses of $12.9 million as in person activities began to
return to pre-pandemic levels. These increases were partially offset by a decrease in legal and other professional
fees, partially due to higher expense in 2021 related to the former Tinder employee litigation and fees related to
the Hyperconnect acquisition in June 2021.
Product development expense
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
Product development
expense
Percentage of revenue
$333,639
10%
$92,590
38%
$241,049
8%
$71,238
42%
$169,811
7%
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Product development expense increased primarily due to an increase in compensation expense of $91.8
million in part due to increased headcount at Tinder and Hinge and an increase in stock-based compensation
associated with new awards granted in 2022.
Depreciation
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
Depreciation
Percentage of revenue
$43,594
1%
$2,192
5%
(Dollars in thousands)
$41,402
1%
$131
—%
$41,271
2%
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Depreciation increased primarily due to an increase in building and leasehold improvements and furniture
and other equipment.
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Impairment and amortization of intangibles
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
NM
64%
$
— $
—
—%
$
—
28,559
21,034
280%
7,525
Impairment of intangibles
$ 319,534 $ 319,534
46,723
18,164
Amortization of intangibles
Impairment and
amortization of
intangibles
Percentage of revenue
11%
1%
$ 366,257 $ 337,698
NM
$ 28,559 $ 21,034
280%
$ 7,525
—%
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Impairment of intangibles in 2022 was primarily composed of an impairment of $270.1 million related to
Hyperconnect intangible assets that stemmed from a decline in projections related to a lower outlook for the
business since the acquisition in June 2021, including foreign currency impacts in certain of Hyperconnect’s key
markets, and the use of increased discount rates in the valuation of the Azar and Hakuna brands as a result of
increased risk-free rates and overall market volatility in general. There were also additional impairments in 2022
of $49.4 million related to the Meetic and Match brands in Europe and certain affinity brands in the U.S.
Amortization of intangibles increased primarily due to an increase in definite-lived intangibles related to
the acquisition of Hyperconnect in June 2021.
Operating Income and Adjusted Operating Income
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
Operating income
$515,005
$(336,674)
(40)%
$851,679
$105,964
14%
$745,715
Percentage of revenue
16%
29%
31%
Adjusted Operating Income
$1,128,736
$60,280
6%
$1,068,456
$171,677
19%
$896,779
Percentage of revenue
35%
36%
38%
For a reconciliation of net earnings attributable to Match Group, Inc. shareholders to operating income and
Adjusted Operating Income, see “Non-GAAP Financial Measures.”
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Operating income decreased 40% or $336.7 million, and Adjusted Operating Income increased 6% or $60.3
million. Operating income and Adjusted Operated Income each benefited from the increase in revenue of $205.6
million which was driven by growth at Tinder and Hinge as well as the acquisition of Hyperconnect, and lower
selling and marketing expense and general and administrative expense as a percentage of revenue, both
excluding stock-based compensation expense. That benefit was partially offset by an increase in cost of revenue
due to higher in-app purchase fees, including a $21.2 million escrow amount related to litigation with Google in
2022, and an increase in product development expense primarily due to increased compensation expense.
Operating income further declined due to the impairments of intangible assets of $319.5 million and increased
stock-based compensation expense.
At December 31, 2022, there was $369.3 million of unrecognized compensation cost, net of estimated
forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average
period of approximately 2.5 years.
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Interest expense
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
Interest expense
$145,547
$15,054
12%
$130,493
$(131)
—%
$130,624
For the year ended December 31, 2022 compared to the year ended December 31, 2021
Interest expense increased primarily due to the issuance of the 3.625% Senior Notes on October 4, 2021
and a higher LIBOR rate on the Term Loan in 2022; partially offset by decreases from the settlement and
maturity of the remaining 2022 Exchangeable Notes.
Other income (expense), net
Other income (expense),
net
________________________
NM = not meaningful
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
$8,033
$473,071
NM
$(465,038) $(480,899)
NM
$15,861
Other income, net, in 2022 includes interest income of $4.4 million, gains of $3.5 million related to
finalization of a legal settlement, and gains of $2.7 million related to mark-to-market adjustments pertaining to
liability classified equity instruments. These items were partially offset by $2.0 million in net foreign currency
losses.
Other expense, net, in 2021 includes a $441.0 million loss related to the settlement of the former Tinder
employee litigation, a $14.6 million loss related to the changes in fair value of derivatives created as we
repurchased a portion of our outstanding 2022 Exchangeable Notes, a $5.2 million inducement expense arising
from the repurchased 2022 Exchangeable Notes, and $1.8 million in net foreign currency losses. These items
were partially offset by $2.4 million of fair market value gains on the net settlement of certain note hedges and
warrants relating to the repurchased 2022 Exchangeable Notes.
Income tax provision (benefit)
2022
$ Change
% Change
2021
$ Change
% Change
2020
Years Ended December 31,
(Dollars in thousands)
Income tax provision
(benefit)
Effective income tax rate
$15,361
4%
$35,258
NM
$(19,897) $(63,170)
NM
NM
$43,273
7%
For discussion of income taxes, see “Note 3—Income Taxes” to the consolidated financial statements
included in “Item 8—Consolidated Financial Statements and Supplementary Data.”
For the year ended December 31, 2022, the Company recorded an income tax provision from continuing
operations of $15.4 million at an effective tax rate of 4%, which is lower than the statutory rate primarily due to
(i) a reversal of valuation allowances in certain foreign jurisdictions as we expect to be able to use the deferred
tax assets in these jurisdictions in the coming years, (ii) favorable outcomes of tax audits and (iii) a lower tax rate
on U.S. income derived from foreign sources.
For the year ended December 31, 2021, the Company recorded an income tax benefit of $19.9 million,
despite pre-tax income, primarily due to (i) excess tax benefits generated by the exercise and vesting of stock-
based awards and (ii) research credits. This benefit was partially offset by an increase in the valuation allowance
for foreign losses and U.S. foreign tax credits.
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In August 2022, the Inflation Reduction Act (“IRA”) was enacted. Among other things, the IRA imposes a
15% corporate alternative minimum tax (“AMT”) for tax years beginning after December 31, 2022, and levies a
nondeductible 1% excise tax on net stock repurchases after December 31, 2022. Currently, we do not qualify for
the AMT. The impact of the new excise tax will vary depending on the amount and frequency of any future share
repurchases, as well as any permitted reductions or exceptions to the amount subject to the excise tax.
Related party transactions
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.”
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NON-GAAP FINANCIAL MEASURES
Match Group reports Adjusted Operating Income and Revenue excluding foreign exchange effects, both of
which are supplemental measures to U.S. generally accepted accounting principles (“GAAP”). Adjusted Operating
Income 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 measures with equal or greater prominence and descriptions of
the reconciling items, including quantifying such items, to derive the non-GAAP measures. We encourage
investors to examine the reconciling adjustments between the GAAP and non-GAAP measures, which we discuss
below.
Adjusted Operating Income
Adjusted Operating Income 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, as applicable. We believe this measure is useful to
analysts and investors as this measure allows a more meaningful comparison between our performance and that
of our competitors. The above items are excluded from our Adjusted Operating Income measure because they
are non-cash in nature. Adjusted Operating Income has certain limitations because it excludes the impact of
certain expenses.
Non-Cash Expenses That Are Excluded From Adjusted Operating Income
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 stock-based awards are settled on a net basis, we remit the
required tax-withholding amounts from current funds.
Depreciation is a non-cash expense relating to our property and equipment and is computed using the
straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or,
in the case of leasehold improvements, the lease term, if shorter.
Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses
related primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of
the acquired company, such as customer lists, trade names, and technology, are valued and amortized over their
estimated lives. Value is also assigned to (i) acquired indefinite-lived intangible assets, which consist of trade
names and trademarks, and (ii) goodwill, which are not subject to amortization. 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.
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The following table reconciles net earnings attributable to Match Group, Inc. shareholders to operating
income and Adjusted Operating Income:
Net earnings attributable to Match Group, Inc. shareholders
Add back:
Net (loss) earnings attributable to noncontrolling interests
Loss (earnings) from discontinued operations, net of tax
Income tax provision (benefit)
Other (income) expense, net
Interest expense
Operating Income
Stock-based compensation expense
Depreciation
Impairment and amortization of intangibles
Years Ended December 31,
2022
2021
2020
(In thousands)
$
361,946 $
277,723 $
162,329
(2,027)
2,211
15,361
(8,033)
145,547
515,005
203,880
43,594
366,257
(1,169)
(509)
(19,897)
465,038
130,493
851,679
146,816
41,402
28,559
59,280
366,070
43,273
(15,861)
130,624
745,715
102,268
41,271
7,525
Adjusted Operating Income
$ 1,128,736 $ 1,068,456 $
896,779
Effects of Changes in Foreign Exchange Rates on Revenue
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 investors’ ability to understand the Company’s performance because it excludes the
impact of foreign currency volatility that is not indicative of Match Group’s core operating results.
Revenue excluding foreign exchange effects compares results between periods as if exchange rates had
remained constant period over period. 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 present the impact of foreign exchange effects on total revenue and Direct Revenue
by geographic region, and RPP on a total basis and by geographic region, for the year ended December 31, 2022
compared to the year ended December 31, 2021:
Revenue, as reported
Foreign exchange effects
Years ended December 31,
2022
$ Change % Change
2021
(Dollars in thousands)
$ 3,188,843 $ 205,566
7%
$ 2,983,277
207,939
Revenue excluding foreign exchange effects
$ 3,396,782 $ 413,505
14%
$ 2,983,277
Americas Direct Revenue, as reported
Foreign exchange effects
$ 1,629,069 $ 117,012
8%
$ 1,512,057
7,494
Americas Direct Revenue, excluding foreign exchange effects
$ 1,636,563 $ 124,506
8%
$ 1,512,057
Europe Direct Revenue, as reported
Foreign exchange effects
$ 848,886 $ 27,059
3%
$ 821,827
100,682
Europe Direct Revenue, excluding foreign exchange effects
$ 949,568 $ 127,741
16%
$ 821,827
APAC and Other Direct Revenue, as reported
$ 652,266 $ 63,279
11%
$ 588,987
Foreign exchange effects
97,255
APAC and Other Direct Revenue, excluding foreign exchange effects
$ 749,521 $ 160,534
27%
$ 588,987
RPP, as reported
Foreign exchange effects
RPP, excluding foreign exchange effects
Americas RPP, as reported
Foreign exchange effects
Americas RPP, excluding foreign exchange effects
Europe RPP, as reported
Foreign exchange effects
Europe RPP, excluding foreign exchange effects
APAC and Other RPP, as reported
Foreign exchange effects
Years ended December 31,
2022
$ Change % Change
2021
$
15.97 $
0.24
2%
$
15.73
$
$
$
$
$
$
1.05
17.02 $
1.29
8%
16.62 $
0.89
6%
0.07
16.69 $
0.96
6%
15.38 $
0.13
1%
1.83
17.21 $
1.96
13%
15.24 $
(1.19)
(7)%
2.27
$
$
$
$
$
$
15.73
15.73
15.73
15.25
15.25
16.43
APAC and Other RPP, excluding foreign exchange effects
$
17.51 $
1.08
7%
$
16.43
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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
Short-term investments
December 31,
2022
December 31,
2021
(In thousands)
$
399,732 $
172,663
572,395
8,723
642,686
172,698
815,384
11,818
Total cash and cash equivalents and short-term investments
$
581,118 $
827,202
Long-term debt, net:
Credit Facility due February 13, 2025
Term Loan due February 13, 2027
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
3.625% Senior Notes due October 1, 2031
2022 Exchangeable Notes
2026 Exchangeable Notes
2030 Exchangeable Notes
Total long-term debt
Less: Current maturities of long-term debt
Less: Unamortized original issue discount
Less: Unamortized debt issuance costs
Total long-term debt, net
Long-term Debt
$
— $
425,000
450,000
500,000
350,000
500,000
500,000
—
575,000
575,000
—
425,000
450,000
500,000
350,000
500,000
500,000
100,500
575,000
575,000
3,875,000
3,975,500
—
4,366
34,908
100,500
5,215
40,364
$
3,835,726 $
3,829,421
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 from continuing operations are as follows:
Years ended December 31,
2022
2021
2020
(In thousands)
Net cash provided by operating activities attributable to continuing
operations
Net cash used in investing activities attributable to continuing
operations
Net cash (used in) provided by financing activities attributable to
continuing operations
$ 525,688 $ 912,499 $ 788,552
(71,702)
(939,825)
(3,922,131)
(689,173)
111,106
1,787,846
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2022
Net cash provided by operating activities attributable to continuing operations in 2022 includes
adjustments to earnings consisting primarily of $366.3 million of impairments and amortization of intangibles;
$203.9 million of stock-based compensation expense; $43.6 million of depreciation; and other adjustments of
$7.0 million, which includes amortization of deferred financing costs of $6.7 million. Partially offsetting these
adjustments was a deferred income tax benefit of $30.0 million. The decrease in cash from changes in working
capital primarily consists of a decrease in accounts payable and other liabilities of $472.6 million due mainly to
the settlement payment for Rad, et al. v. IAC/InterActiveCorp, et al. and related arbitrations, and timing of other
payments; an increase in accounts receivable of $6.7 million primarily related to increased revenue from mobile
applications; and a decrease in deferred revenue of $6.5 million. These uses of cash were partially offset by an
increase from other assets of $59.6 million primarily due to the amortization of prepaid hosting services.
Net cash used in investing activities attributable to continuing operations in 2022 consists primarily of
capital expenditures of $49.1 million that are primarily related to internal development of software and
computer hardware to support our services, and cash used in an acquisition, net of cash acquired, of $25.7
million.
Net cash used in financing activities attributable to continuing operations in 2022 is primarily due to
purchases of treasury stock of $482.0 million, payments of $176.3 million to settle the outstanding 2022
Exchangeable Notes, payments of $109.3 million of withholding taxes paid on behalf of employees for net
settled equity awards, purchases of non-controlling interests for $10.6 million, and payments of $7.5 million to
settle outstanding warrants associated with the 2022 Exchangeable Notes. These uses of cash were partially
offset by proceeds of $75.9 million related to the settlement of certain note hedges associated with the 2022
Exchangeable Notes, and $20.5 million of proceeds from the issuance of common stock pursuant to stock-based
awards.
2021
Net cash provided by operating activities attributable to continuing operations in 2021 includes
adjustments to earnings consisting primarily of $146.8 million of stock-based compensation expense; $41.4
million of depreciation; $28.6 million of amortization of intangibles; and other adjustments of $27.7 million,
which includes amortization of deferred financing costs of $9.0 million. Partially offsetting these adjustments
was deferred income tax benefit of $58.0 million. The increase in cash from changes in working capital primarily
consists of an increase in accounts payable and accrued expenses and other current liabilities of $458.8 million
due mainly to the timing of payments, with the former Tinder employee litigation settlement, which was paid in
2022, being the primary component; and an increase in deferred revenue of $26.3 million, due mainly to growth
in subscription sales. These increases in cash were partially offset by an increase in accounts receivable of $34.0
million primarily related to an increase in revenue.
Net cash used in investing activities attributable to continuing operations in 2021 consists primarily of cash
used to acquire Hyperconnect, net of cash acquired, of $859.9 million, and capital expenditures of $80.0 million
that are primarily related to internal development of software and computer hardware to support our services.
Net cash provided by financing activities attributable to continuing operations in 2021 is primarily due to
proceeds from the settlement of certain note hedges of $1.1 billion, partially offset by an $882.2 million outflow
related to the settlement of certain outstanding warrants, in each case associated with the settlement of a
portion of the 2022 Exchangeable Notes; proceeds of $500.0 million from the issuance of the 3.625% Senior
Notes; and $58.4 million of proceeds from the issuance of common stock pursuant to stock-based awards. These
increases in cash were partially offset by payment of $630.7 million to repurchase a portion of the outstanding
2022 Exchangeable Notes and payment of $15.7 million for withholding taxes paid on behalf of employees for
net settled equity awards.
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Liquidity and Capital Resources
The Company’s principal sources of liquidity are its cash and cash equivalents as well as cash flows
generated from operations. At December 31, 2022, $749.6 million was available under the Credit Facility that
expires on February 13, 2025.
The Company has various obligations related to long-term debt instruments and operating leases. For
additional information on long-term debt, including maturity dates and interest rates, see “Note 7—Long-term
Debt, net” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and
Supplementary Data.” For additional information on the operating leases, including a schedule of obligations by
year, see “Note 13—Leases” to the consolidated financial statements included in “Item 8—Consolidated
Financial Statements and Supplementary Data.” The Company believes it has sufficient cash flows from
operations to satisfy these future obligations.
In connection with our agreement with Google to withdraw our temporary restraining order, we have
agreed to pay $40 million into an escrow account with scheduled payments through July 2023, of which we have
paid $21.2 million as of December 31, 2022.
The Company anticipates that it will need to make capital and other expenditures in connection with the
development and expansion of its operations. The Company expects that 2023 cash capital expenditures will be
between $60 million and $70 million, an increase from 2022 cash capital expenditures. The increase is primarily
driven by planned leasehold improvements in our recently leased office space in Vancouver and at our New York
City office.
Our U.S. federal net operating losses, primarily generated from excess tax benefits from the exercise and
vesting of stock-based awards, have been largely utilized through 2022. Based on current estimates, we
anticipate a $70 million to $80 million increase in cash taxes paid during 2023 compared to the cash taxes paid in
2022. This estimate will be impacted by a variety of factors, including our stock price at the time stock-based
awards vest or are exercised.
We have entered into various purchase commitments, primarily consisting of web hosting services that are
currently committed through September 2025. Our obligations under these various purchase commitments,
which were impacted by usage rates in 2022, are $83.4 million for 2023, $101.9 million for 2024, and $82.7
million for 2025.
The Company does not have any off-balance sheet arrangements at December 31, 2022, other than those
described above.
In May 2022, our Board of Directors approved a new share repurchase program (the “Share Repurchase
Program”) to repurchase up to 12.5 million shares of our common stock. Under the Share Repurchase Program,
shares of our common stock may be purchased on a discretionary basis from time to time, subject to general
business and market conditions and other investment opportunities, through open market purchases, privately
negotiated transactions or other means, including through Rule 10b5-1 trading plans. The Share Repurchase
Program may be commenced, suspended or discontinued at any time. During the year ended December 31,
2022, we repurchased 7.2 million shares for $482.0 million, on a trade date basis. As of December 31, 2022, a
total of 5.3 million shares remain available for repurchase under the repurchase program.
At December 31, 2022, all of the Company’s international cash can be repatriated without significant tax
consequences.
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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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 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
Acquisitions are an important part of our 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.
For a discussion of the Company’s acquisition of The League in 2022, see “Note 5—Goodwill and Intangible
Assets” to the consolidated financial statements included in “Item 8—Consolidated Financial Statements and
Supplementary Data.”
Recoverability of Goodwill and Indefinite-Lived Intangible Assets
Goodwill is the Company’s largest asset with a carrying value of $2.3 billion and $2.4 billion at
December 31, 2022 and 2021, representing 56% and 48%, respectively, of the Company’s total assets. Indefinite-
lived intangible assets, which consist of certain of the Company’s acquired trade names and trademarks, have a
carrying value of $189.0 million and $576.7 million at December 31, 2022 and 2021, respectively.
Goodwill and indefinite-lived intangible assets are assessed annually for impairment as of October 1, or
more frequently if an event occurs or circumstances change that would more likely than not reduce the fair
value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.
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 2022 and 2021 annual assessments did not identify any goodwill impairments.
As a result of the Separation in 2020, the Company had a negative carrying value for the Company’s annual
goodwill test at both October 1, 2022 and 2021. 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, 2022.
The Company has the option to qualitatively assess whether it is more likely than not that the fair values of
its indefinite-lived intangible assets are less than their carrying values. For certain indefinite-lived intangible
assets, for which the fair value as of the most recent assessment date significantly exceeded the carrying value,
the Company performed a qualitative impairment assessment as of October 1, 2022 and concluded that it was
more likely than not that the fair values of those indefinite-lived intangible assets continued to exceed the
carrying values. For assets in which a quantitative assessment is performed, the Company determines the fair
value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation
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analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount
rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF
analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective
intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that
a market participant would pay to license the specific trade names and trademarks. The future cash flows are
based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s
estimates are based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses,
including the discount rate and royalty rate, are assessed at least annually based on the actual and projected
cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used
in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged
from 12% to 16% in 2022 and 10% to 16% in 2021, and the royalty rates used ranged from 3% to 8% in 2022 and
5% to 8% in 2021.
If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment
equal to the excess is recorded. During the year ended December 31, 2022, the Company recognized impairment
charges of $244.3 million related to the Azar and Hakuna brands at Hyperconnect, $43.9 million related to the
Meetic and Match brands in Europe, and $5.5 million related to certain affinity brands in the U.S. These
impairments were primarily due to a decline in projections related to a lower outlook for the businesses,
including foreign currency impacts in certain of Hyperconnect’s key markets, as well as the use of increased
discount rates as a result of an increase in risk-free rates and overall market volatility in general.
At December 31, 2022, the aggregate indefinite-lived intangible asset balance for which the estimate of fair
value at that time was less than 110% of their carrying values was approximately $84.3 million. At December 31,
2021, no indefinite-lived intangible asset balance had an estimated fair value less than ### of carrying value.
In connection with the annual impairment assessment, the Company reviews the useful lives for intangible
assets and whether events or changes in circumstances indicate that an indefinite life may no longer be
appropriate. As of October 1, 2022, the Company reclassified certain indefinite-lived intangible assets with a
carrying value of $49.9 million to the definite-lived intangible asset category because these assets were no
longer considered to have an indefinite life.
Recoverability and Estimated Useful Lives of Long-Lived Assets
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. During the year ended December 31, 2022, the Company recognized an impairment charge related to
Hyperconnect intangible assets with definitive lives of $25.8 million, which is included within impairment and
amortization of intangibles. The carrying value of property and equipment and definite-lived intangible assets
was $344.9 million and $358.3 million, at December 31, 2022 and 2021, respectively.
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.
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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,
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.
Stock-Based Compensation
The Company recorded stock-based compensation expense of $203.9 million and $146.8 million for the
years ended December 31, 2022 and 2021, respectively.
Accounting for stock-based compensation at the Company is often complex due to our desire to attract,
retain, and reward employees at many of our brands by allowing them to benefit from the value they help to
create. We also utilize equity awards as part of our acquisition strategy. 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 RSUs and performance-based RSUs (“PSUs”). The value of RSUs with vesting subject
only to continued service is based on the fair value of Match Group common stock on the grant date. 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, 2022, 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 $159.9 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, 2022, the $425 million Term Loan bore
interest at a variable rate, LIBOR plus 1.75%. At December 31, 2022, the rate in effect was 6.49%. If LIBOR were
to increase or decrease by 100 basis points, then the annual interest expense and payments on the Term Loan
would increase or decrease, respectively, by $4.3 million based upon the outstanding balance and rate in effect
at December 31, 2022.
The Credit Facility and the Term Loan provide for a benchmark replacement should the LIBOR rate not be
available. The rate used would be agreed to between the administrative agent and Match Group and may be
based upon a secured overnight financing rate at the Federal Reserve Bank of New York. Additional information
about the benchmark replacement can be found in Amendment No. 6 to the Credit Agreement.
Foreign Currency Exchange Risk
The Company conducts business in certain foreign markets, primarily in various jurisdictions in Europe and
Asia. As a result, we are exposed to foreign exchange risk related to certain currencies, primarily the Euro, British
Pound (“GBP”), Japanese Yen (“JPY”), and Turkish Lira (“TRY”).
For the years ended December 31, 2022, 2021 and 2020, international revenue accounted for 55%, 54%
and 53%, respectively, of our consolidated revenue. We have exposure to foreign currency exchange risk related
to transactions carried out in a currency other than the U.S. dollar, and investments in foreign subsidiaries with a
functional currency other than the U.S. dollar. As foreign currency exchange rates change, translation of the
statement of operations of our international businesses into U.S. dollars affects year-over-year comparability of
operating results. The average Euro, GBP, JPY, and TRY exchange rates weakened against the U.S. Dollar by 11%,
11%, 17%, and 46%, respectively, in 2022 compared to 2021. Foreign currency exchange rate changes during the
years ended December 31, 2022 and 2021 negatively impacted revenue by $207.9 million and positively
impacted revenue by $35.2 million, respectively, or 7% and 1% of total revenue for each respective year. See
“Non-GAAP Financial Measures” in “Item 7—Management’s Discussion and Analysis of Financial Condition and
Results of Operations” for the definition of Revenue excluding foreign exchange effects and a reconciliation of
Revenue to Revenue excluding foreign exchange effects.
Foreign currency exchange losses included in the Company’s earnings for the years ended December 31,
2022, 2021 and 2020 are $2.0 million, $1.8 million and $0.6 million, respectively.
Foreign currency exchange gains or losses historically have not been material to the Company. As a result,
we have not historically hedged any foreign currency exposures, although we may hedge foreign currencies in
the future to limit the impact of foreign currency exchange gains and losses. The continued growth and
expansion of our international operations into new countries increases our exposure to foreign exchange rate
fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other
currencies, could adversely affect our future results of operations.
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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, 2022 and 2021, and the related consolidated statements of operations,
comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended
December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a)
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2022
and 2021, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2022, 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, 2022, 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 24, 2023 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 matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
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Description of the
Matter
How We Addressed the
Matter in Our Audit
Recoverability of Intangible Assets
As of December 31, 2022, the Company’s intangible asset balance, excluding goodwill
and net of amortization, was $357.7 million and consisted of trade names and
associated trademarks, customer lists, patents and technology. As disclosed in Note 5
to the consolidated financial statements, during the year ended December 31, 2022,
the Company recognized impairment charges of $270.1 million related to
Hyperconnect indefinite- and definite-lived intangible assets related to a decline in
long-term projections for the business and the use of higher discount rates to value
the assets. Additionally, the Company recognized $49.4 million of impairment during
the year ended December 31, 2022 related to certain trade names including the
Meetic and Match brands in Europe primarily due to declining projections.
Auditing management’s impairment tests for certain of the Hyperconnect indefinite-
and definite-lived intangible assets and the Meetic and Match trade name intangible
asset in Europe was complex and judgmental due to the estimation uncertainty
involved in determining the fair value of the intangible assets. The Company used an
avoided royalty discounted cash flow model to estimate the fair value of the
intangible assets. In particular, the Company’s fair value estimates for intangible
assets were sensitive to significant assumptions, such as discount rates and revenue
growth rates, which are affected by expectations about future market or economic
conditions.
We obtained an understanding, evaluated the design and tested the operating
effectiveness of the Company’s controls over its intangible assets impairment review
process. For example, we tested controls over the Company’s forecasting and
budgeting process as well as controls over management’s review of the significant
assumptions used to estimate the fair values of the intangible assets.
To test the estimated fair value, and resulting impairment charges, for certain of the
Hyperconnect indefinite- and definite-lived intangible assets and the Meetic and
Match trade name intangible asset in Europe, we performed audit procedures that
included, among others, assessing the methodologies and testing the significant
assumptions discussed above and the underlying data used by the Company in its
analysis. We compared the significant assumptions used by management to current
industry and economic trends and to other guideline public companies and evaluated
whether changes to the company’s business model would affect the significant
assumptions. For example, we evaluated management’s forecasted revenue to
evaluate changes as compared to historical results, in consideration of identified
risks and opportunities. In addition, we involved an internal valuation specialist to
assist in evaluating management’s methodologies and significant assumptions
applied in developing the fair value estimates.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1996.
New York, New York
February 24, 2023
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MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Cash and cash equivalents
Short-term investments
ASSETS
Accounts receivable, net of allowance of $387 and $281, respectively
Other current assets
Total current assets
Property and equipment, net
Goodwill
Intangible assets, net
Deferred income taxes
Other non-current assets
TOTAL ASSETS
December 31,
2022
2021
(In thousands, except share data)
$
572,395 $
815,384
8,723
191,940
109,327
882,385
176,136
2,348,366
357,747
276,947
141,183
11,818
188,482
202,568
1,218,252
163,256
2,411,996
771,697
334,937
163,150
$
4,182,764 $
5,063,288
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Current maturities of long-term debt, net
$
— $
Accounts payable
Deferred revenue
Accrued expenses and other current liabilities
Total current liabilities
Long-term debt, net
Income taxes payable
Deferred income taxes
Other long-term liabilities
13,699
252,718
289,937
556,354
3,835,726
13,282
32,631
103,652
99,927
37,871
262,131
768,366
1,168,295
3,829,421
13,842
130,261
116,051
Redeemable noncontrolling interests
—
1,260
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 286,817,375 and
283,470,334 shares issued; and 279,625,364 and 283,470,334 outstanding at
December 31, 2022 and December 31, 2021, respectively
Additional paid-in capital
Retained deficit
Accumulated other comprehensive loss
Treasury stock; 7,192,011 and 0 shares, respectively
Total Match Group, Inc. shareholders’ equity
Noncontrolling interests
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
287
283
8,273,637
8,164,216
(7,782,568)
(8,144,514)
(369,182)
(482,049)
(359,875)
994
(223,754)
—
(203,769)
7,927
(358,881)
(195,842)
$
4,182,764 $
5,063,288
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
Impairment and amortization of intangibles
Total operating costs and expenses
Operating income
Interest expense
Other income (expense), net
Years Ended December 31,
2022
2021
2020
(In thousands, except per share data)
$ 3,188,843 $ 2,983,277 $ 2,391,269
959,963
534,517
435,868
333,639
43,594
366,257
839,308
566,459
414,821
241,049
41,402
28,559
635,833
479,907
311,207
169,811
41,271
7,525
2,673,838
2,131,598
1,645,554
515,005
851,679
745,715
(145,547)
(130,493)
(130,624)
8,033
(465,038)
256,148
19,897
276,045
15,861
630,952
(43,273)
587,679
509
(366,070)
276,554
1,169
221,609
(59,280)
Earnings from continuing operations, before tax
Income tax (provision) benefit
Net earnings from continuing operations
(Loss) earnings from discontinued operations, net of tax
Net earnings
Net loss (earnings) attributable to noncontrolling interests
377,491
(15,361)
362,130
(2,211)
359,919
2,027
Net earnings attributable to Match Group, Inc. shareholders
$
361,946 $
277,723 $
162,329
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
$
$
$
$
$
1.29 $
1.25 $
1.01 $
0.93 $
2.36
2.09
1.28 $
1.24 $
1.01 $
0.93 $
0.73
0.66
5,903 $
5,554 $
7,608
106,133
84,236
7,941
81,420
51,901
4,201
5,141
59,174
33,752
Total stock-based compensation expense
$
203,880 $
146,816 $
102,268
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,
2022
2021
2020
(In thousands)
Net earnings
$
359,919 $
276,554 $
221,609
Other comprehensive (loss) income, net of tax
Change in foreign currency translation adjustment
(146,361)
(142,608)
39,415
Change in unrealized losses on available-for-sale securities
—
—
(1)
Total other comprehensive (loss) income
Comprehensive income
Comprehensive loss (income) attributable to noncontrolling
interests:
(146,361)
(142,608)
213,558
133,946
39,414
261,023
Net loss (earnings) attributable to noncontrolling interests
Change in foreign currency translation adjustment attributable
to noncontrolling interests
2,027
1,169
(59,280)
933
308
1,072
Comprehensive loss (income) attributable to noncontrolling
interests
Comprehensive income attributable to Match Group, Inc.
shareholders
2,960
1,477
(58,208)
$
216,518 $
135,423 $
202,815
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, 2022, 2021, and 2020
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
(Deficit)
Accumulated
Other
Comprehensive
(Loss) Income
Treasury Stock
Total
Match Group, Inc.
Shareholders’
Equity
Noncontrolling
Interests
Total
Shareholders’
Equity
Balance as of December 31, 2019
$
44,527
— $ 263
263,230
$ 16
16,157
$ 11,378,160
(136,349) $ (10,309,612) $
2,657,524
$
970,276
$
3,627,800
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
Retirement of treasury stock
Exchange Common stock and Class B for Class M common
stock and spin off IAC
Acquisition of Former Match Group noncontrolling interest
Issuance of common stock
Other
Balance as of December 31, 2020
$ —
—
—
—
(3,136)
(686)
15
—
—
—
—
—
—
—
—
—
—
—
—
—
8
8,373
—
—
—
—
—
—
1
453
—
—
(3,165)
6,669
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
134,528
155,285
(34,518)
(212,270)
—
(6,669)
(187,735)
(In thousands)
$
$ 1,725,046
162,329
—
—
—
—
—
—
—
—
(184)
(184,340)
(10)
(10,368)
194
(10,309,612)
(43,583)
184
183,749
(80)
(79,343)
(6)
(5,789)
(4,745,323)
—
40,486
—
—
—
628
—
—
—
—
13,781
—
—
—
—
—
—
—
—
—
—
—
—
10,309,612
162,329
40,486
134,528
155,293
(34,517)
62,416
(386)
86,363
—
—
224,745
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
—
—
—
(1,414,417)
1,042
(1,413,375)
608,110
(17)
(738)
—
—
—
—
7,089,007
(8,422,237)
(81,454)
—
—
58
57,868
—
17
17,339
—
(1)
—
—
—
640
267
267,329
—
—
—
—
—
—
—
—
—
—
—
—
—
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MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Years Ended December 31, 2022, 2021, and 2020 (continued)
Match Group, Inc. Shareholders’ Equity
Common Stock
$0.001 Par Value
Redeemable
Noncontrolling
Interests
$
Shares
Additional
Paid-in
Capital
Retained
(Deficit)
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Match Group, Inc.
Shareholders’
Equity
Treasury
Stock
Noncontrolling
Interests
Total
Shareholders’
Equity
Balance as of December 31, 2020
Net (loss) earnings for the year ended December 31, 2021
Other comprehensive loss, net of tax
Stock-based compensation expense
Issuance of Match Group common stock pursuant to stock-
based awards, net of withholding taxes
Issuance of common stock for the acquisition of Hyperconnect
Adjustment of redeemable noncontrolling interests to fair
Adjustment to noncontrolling interests related to business
value
acquisition
Purchase of noncontrolling interest
Noncontrolling interest created by the exercise of subsidiary
denominated equity award
Settlement and exercises of note hedges and warrants
Settlement and exchanges of 2022 Exchangeable Notes
Other
Balance as of December 31, 2021
Net (loss) earnings for the year ended December 31, 2022
$
Other comprehensive loss, net of tax
Stock-based compensation expense
Issuance of Match Group common stock pursuant to stock-
based awards, net of withholding taxes
Purchase of treasury stock
Adjustment of redeemable noncontrolling interests to fair
value
Adjustment of noncontrolling interests to fair value
Purchase of noncontrolling interest
Noncontrolling interest created by the exercise of subsidiary
denominated equity award
Settlement and exercises of note hedges and warrants
Other
Balance as of December 31, 2022
$
—
—
—
—
—
—
—
—
—
—
1,260
(2,661)
—
—
—
—
1,401
—
—
—
—
—
—
640
267
267,329
7,089,007
(8,422,237)
(2,047)
—
—
—
—
—
—
—
—
153,692
5
6
4,678
42,709
5,929
890,845
2,667
—
—
(2,667)
277,723
—
—
—
—
—
—
—
—
—
—
—
(8,144,514) $
361,946
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(In thousands)
(81,454)
—
(142,300)
—
—
—
—
—
—
—
—
—
—
(223,754) $
—
(145,428)
—
—
—
—
—
—
—
—
—
—
— $
—
—
—
—
(482,049)
—
—
—
—
—
—
(1,414,417)
277,723
(142,300)
153,692
42,714
890,851
(2,667)
(1,835)
943
(7,102)
246,842
(238,772)
(9,441)
(203,769) $
361,946
(145,428)
214,437
(88,770)
(482,049)
(1,401)
(16,215)
6,791
(844)
(7,116)
2,543
1,042
878
(308)
—
—
—
—
1,835
(2,571)
7,361
—
—
(310)
7,927 $
634
(933)
—
—
—
—
16,215
(23,693)
844
—
—
(1,413,375)
278,601
(142,608)
153,692
42,714
890,851
(2,667)
—
(1,628)
259
246,842
(238,772)
(9,751)
(195,842)
362,580
(146,361)
214,437
(88,770)
(482,049)
(1,401)
—
(16,902)
—
(7,116)
2,543
—
—
—
(1,835)
943
(7,102)
246,842
—
—
—
5
5,534
(238,777)
—
$ 283
—
—
—
—
(9,441)
283,470 $ 8,164,216 $
—
—
—
—
—
214,437
4
3,347
(88,774)
—
—
—
(1,401)
(16,215)
6,791
(844)
(7,116)
2,543
—
—
—
—
—
—
$ 287
286,817 $ 8,273,637 $
(7,782,568) $
(369,182) $ (482,049) $
(359,875) $
994 $
(358,881)
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 CASH FLOWS
Cash flows from operating activities attributable to continuing operations:
Net earnings
Add back: loss (earnings) from discontinued operations, net of tax
Net earnings from continuing operations
Adjustments to reconcile net earnings from continuing operations to net cash
provided by operating activities attributable to continuing operations:
Stock-based compensation expense
Depreciation
Impairment and amortization of intangibles
Deferred income taxes
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:
Cash used in business combinations, net of cash acquired
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
Principal payment on Senior Notes
Principal payments on Credit Facility
Payments to settle exchangeable notes
Proceeds from the settlement of exchangeable note hedges
Payments to settle warrants related to exchangeable notes
Debt issuance costs
Purchase of Former Match Group treasury stock
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 treasury stock
Purchase of noncontrolling interests
Other, net
Net cash (used in) provided by 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 discontinued operations
Years Ended December 31,
2022
2021
2020
(In thousands)
$
359,919 $
2,211
362,130
276,554 $
(509)
276,045
221,609
366,070
587,679
203,880
43,594
366,257
(29,953)
6,998
(6,669)
59,584
(472,610)
(1,054)
(6,469)
525,688
(25,681)
(49,125)
—
—
3,104
(71,702)
—
—
—
—
(176,310)
75,864
(7,482)
—
—
—
20,485
(109,256)
(482,049)
(10,554)
129
(689,173)
(235,187)
—
—
—
—
146,816
41,402
28,559
(57,969)
27,690
(34,021)
1,743
458,757
(2,854)
26,331
912,499
(859,905)
(79,971)
—
—
51
(939,825)
—
500,000
—
—
(630,658)
1,089,592
(882,187)
(7,124)
—
—
58,424
(15,726)
—
(1,473)
258
111,106
83,780
—
—
—
—
102,268
41,271
7,525
15,384
27,281
(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
(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
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
(7,809)
(242,996)
815,512
(7,570)
76,210
739,302
Cash, cash equivalents, and restricted cash at end of period
$
572,516 $
815,512 $
739,302
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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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 digital technologies designed to
help people make meaningful connections. Our global portfolio of brands includes Tinder®, Hinge®, Match®,
Meetic®, OkCupid®, Pairs™, Plenty Of Fish®, Azar®, Hakuna®, and more, each built to increase our users’ likelihood
of connecting with others. Through our trusted brands, we provide tailored services to meet the varying
preferences of our users. Our services are available in over 40 languages to our users all over the world. Match
Group has one operating segment, Connections, which is managed as a portfolio of brands.
As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group,
Inc. and its subsidiaries after the completion of the Separation, unless the context indicates otherwise.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted
accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all
entities that are wholly-owned by the Company, and all entities in which the Company has a controlling financial
interest. Intercompany transactions and accounts have been eliminated.
Separation of Match Group and IAC and Discontinued Operations
On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match
Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from
IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which
consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former
IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“IAC”), consisting of Former IAC’s
businesses other than Match Group (the “Separation”). See “Note 8—Shareholders’ Equity” for additional
information about the series of transactions.
Under the terms of the Transaction Agreement (the “Transaction Agreement”) dated as of December 19,
2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020, Former Match Group
merged with and into Match Group Holdings II, LLC (“MG Holdings II”), an indirect wholly-owned subsidiary of
Match Group, with MG Holdings II surviving the merger as an indirect wholly-owned subsidiary of Match Group.
Former Match Group stockholders (other than Former IAC) received, through the merger, in exchange for each
outstanding share of Former Match Group common stock that they held, one share of Match Group common
stock and, at the holder’s election, either (i) $3.00 in cash or (ii) a fraction of a share of Match Group common
stock with a value of $3.00 (calculated pursuant to the Transaction Agreement). As a result of the merger and
other transactions contemplated by the Transaction Agreement, Former Match Group stockholders (other than
Former IAC) became stockholders of the Company.
As a result of the Separation, the operations of Former IAC businesses other than Match Group are
presented as discontinued operations. See “Note 4—Discontinued Operations” for additional details.
Accounting for Investments in Equity Securities
Investments in equity securities, other than those of our consolidated subsidiaries, are accounted for at fair
value or under the measurement alternative of the Financial Accounting Standards Board’s (“FASB”) Accounting
Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial
Liabilities, with any changes to fair value recognized within other income (expense), net each reporting period.
Under the measurement alternative, equity investments without readily determinable fair values are carried at
cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for identical or similar securities of the same issuer, the value of which is generally determined
based on a market approach as of the transaction date. A security will be considered identical or similar if it has
identical or similar rights to the equity securities held by the Company. The Company reviews its investments in
equity securities without readily determinable fair values for impairment each reporting period when there are
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
qualitative factors or events that indicate possible impairment. Factors we consider in making this determination
include negative changes in industry and market conditions, financial performance, business prospects, and
other relevant events and factors. When indicators of impairment exist, the Company prepares quantitative
assessments of the fair value of our investments in equity securities, which require judgment and the use of
estimates. When our assessment indicates that the fair value of the investment is below its carrying value, the
Company writes down the investment to its fair value and records the corresponding charge within other income
(expense), net.
Accounting Estimates
Management of the Company is required to make certain estimates, judgments, and assumptions during
the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments,
and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related
disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the
fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the
allowance for credit losses; the determination of revenue reserves; the carrying value of right-of-use assets
(“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and property and
equipment; the recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities
without readily determinable fair values; contingencies; unrecognized tax benefits; the valuation allowance for
deferred income tax assets; the fair value of derivatives; and the fair value of and forfeiture rates for stock-based
awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts
and budgets, and other factors that the Company considers relevant.
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.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company excludes from the measurement of transaction price all taxes assessed by governmental
authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii)
collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of
revenue.
For contracts that have an original duration of one year or less, the Company uses the practical expedient
available under ASU No. 2014-09 applicable to such contracts and does not consider the time value of money.
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, 2022 and 2021, the Company recognized expense of $622.5 million
and $552.6 million, respectively, related to the amortization of these costs. The contract asset balances at
December 31, 2022, 2021, and 2020 related to costs to obtain a contract are $38.2 million, $41.7 million, and
$33.5 million, respectively, included in “Other current assets” in the accompanying consolidated balance sheet.
Accounts Receivables, Net of Allowance for Credit Losses and Revenue Reserves
The majority of our users purchase our services through mobile app stores. At December 31, 2022, two
mobile app stores accounted for approximately 70% and 12%, respectively, of our gross accounts receivables.
The comparable amounts at December 31, 2021 were 67% and 12%, respectively. We evaluate the credit
worthiness of these two mobile app stores on an ongoing basis and do not require collateral from these entities.
We generally collect these balances between 30 and 45 days following the purchase. Payments made directly
through our applications are processed by third-party payment processors. We generally collect these balances
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 $252.7 million, $262.1 million, and $239.1 million at December 31, 2022, 2021,
and 2020, respectively. During the years ended December 31, 2022 and 2021, the Company recognized $262.1
million and $239.1 million of revenue that was included in the deferred revenue balance as of December 31,
2021 and 2020, respectively. At December 31, 2022 and 2021, there is no non-current portion of deferred
revenue.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Disaggregation of Revenue
The following table presents disaggregated revenue:
Direct Revenue:
Americas
Europe
APAC and Other
Total Direct Revenue
Indirect Revenue (principally advertising revenue)
Total Revenue
Direct Revenue
Tinder
Hinge
Other brands
Total Direct Revenue
Cash and Cash Equivalents
For the Years Ended December 31,
2022
2021
2020
(In thousands)
1,629,069 $
848,886
652,266
3,130,221
1,512,057 $
821,827
588,987
2,922,871
58,622
3,188,843 $
60,406
2,983,277 $
1,247,961
680,128
416,635
2,344,724
46,545
2,391,269
1,794,467 $
283,668
1,052,086
3,130,221 $
1,649,757 $
196,538
1,076,576
2,922,871 $
1,355,400
90,145
899,179
2,344,724
$
$
$
$
Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days
from the date of purchase. Domestically, cash equivalents primarily consist of (i) AAA rated government money
market funds and (ii) time deposits. Internationally, cash equivalents primarily consist of (i) time deposits and (ii)
money market funds.
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 $72.6 million and $53.5 million at December 31, 2022 and 2021, 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
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is
recorded as goodwill and assigned to the reporting unit that is expected to benefit from the combination as of
the acquisition date.
Goodwill and Indefinite-Lived Intangible Assets
The Company assesses goodwill on its one reporting unit and indefinite-lived intangible assets for
impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would
more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible
asset below its carrying value.
When the Company elects to perform a qualitative assessment and concludes it is not more likely than not
that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting
unit’s goodwill is necessary; otherwise, a quantitative assessment is performed and the fair value of the
reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value, an impairment loss
equal to the excess is recorded.
The Company had a negative carrying value for the Company’s annual goodwill test at both October 1,
2021 and 2022. Additionally, an impairment test of goodwill was not necessary because there were no factors
identified that would indicate an impairment loss. The Company continued to have a negative carrying value at
December 31, 2022.
The Company foregoes a qualitative assessment and tests goodwill for impairment when it concludes that
it is more likely than not that there may be an impairment. If needed, the annual or interim quantitative test of
the recovery of goodwill involves a comparison of the estimated fair value of the Company’s reporting unit to its
carrying value, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying value,
goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit exceeds its estimated fair
value, an impairment loss equal to the excess is recorded.
The Company has the option to qualitatively assess whether it is more likely than not that the fair values of
its indefinite-lived intangible assets are less than their carrying values. For certain indefinite-lived intangible
assets, for which the fair value as of the most recent assessment date significantly exceeded the carrying value,
the Company performed a qualitative impairment assessment as of October 1, 2022 and concluded that it was
more likely than not that the fair values of those indefinite-lived intangible assets continued to exceed the
carrying values. For assets in which a quantitative assessment is performed, the Company determines the fair
value of its indefinite-lived intangible assets using an avoided royalty discounted cash flow (“DCF”) valuation
analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount
rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF
analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective
intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that
a market participant would pay to license the specific trade names and trademarks. The future cash flows are
based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s
estimates are based, in part, on forecasted growth rates. Assumptions used in the avoided royalty DCF analyses,
including the discount rate and royalty rate, are assessed at least annually based on the actual and projected
cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used
in the Company’s quantitative assessments as part of the annual indefinite-lived impairment assessment ranged
from 12% to 16% in 2022 and 10% to 16% in 2021, and the royalty rates used ranged from 3% to 8% in 2022 and
5% to 8% in 2021.
If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment
equal to the excess is recorded. During the year ended December 31, 2022, the Company recognized impairment
charges of $244.3 million related to the Azar and Hakuna brands at Hyperconnect, $43.9 million related to the
Meetic and Match brands in Europe, and $5.5 million related to certain affinity brands in the U.S., all of which
are included within “impairment and amortization of intangibles” in the consolidated statement of operations.
At December 31, 2022, the aggregate indefinite-lived intangible asset balance for which the estimate of fair
value was less than 110% of carrying values was approximately $84.3 million. At December 31, 2021, no
indefinite-lived intangible asset balance had an estimated fair value that was less than ### of carrying value.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In connection with the annual impairment assessment, the Company reviews the useful lives for intangible
assets and whether events or changes in circumstances indicate that an indefinite life may no longer be
appropriate. As of October 1, 2022, the Company reclassified certain indefinite-lived intangible assets with a
carrying value of $49.9 million to the definite-lived intangible asset category because these assets were no
longer considered to have an indefinite life.
Long-Lived Assets and Intangible Assets with Definite Lives
Long-lived assets, which consist of ROU assets, property and equipment, and intangible assets with definite
lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value
of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the
sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the
carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which
the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is
computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will
be realized. During the year ended December 31, 2022, the Company recognized an impairment charge related
to Hyperconnect intangible assets with definite lives of $25.8 million, which is included within “impairment and
amortization of intangibles” in the consolidated statement of operations.
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that
prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
• Level 1: Observable inputs obtained from independent sources, such as quoted market prices for
identical assets and liabilities in active markets.
• Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for
similar assets or liabilities in active markets, quoted market prices for identical or similar assets or
liabilities in markets that are not active, and inputs that are derived principally from or corroborated by
observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained
from observable market prices for identical underlying securities that may not be actively traded.
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 $474.9 million, $510.3 million and $438.7 million for the
years ended December 31, 2022, 2021, and 2020, respectively.
Legal Costs
Legal costs are expensed as incurred.
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Income Taxes
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant
judgment is required in determining our provision for income taxes and income tax assets and liabilities,
including evaluating uncertainties in the application of accounting principles and complex tax laws.
The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial reporting
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those temporary differences are expected to be
realized or settled. A valuation allowance is provided if it is determined that it is more likely than not that the
deferred tax asset will not be realized.
We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that
the tax position will be sustained based on the technical merits of the position. Such tax benefits are measured
based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The
Company records interest and penalties related to uncertain tax positions as a component of income tax
expense.
Earnings Per Share
Basic earnings per share is computed by dividing net earnings attributable to Match Group shareholders by
the weighted average number of common shares outstanding during the period. Diluted earnings per share
reflects the potential dilution that could occur from stock options and other commitments to issue common
stock using the treasury stock or the as if converted methods, as applicable. See “Note 10—Earnings per Share”
for additional information on dilutive securities.
Foreign Currency Translation and Transaction Gains and Losses
The financial position and operating results of foreign entities whose primary economic environment is
based on their local currency are consolidated using the local currency as the functional currency. These local
currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local
currency revenue and expenses of these operations are translated at average rates of exchange during the
period. Translation gains and losses are included in accumulated other comprehensive income as a component
of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a
currency other than the functional currency are included in the consolidated statement of operations as a
component of “other (expense) income, 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. A loss of $0.2 million during the year
ended December 31, 2020 is included in “other income (expense), net” in the accompanying consolidated
statement of operations. There were no such gains or losses for the years ended December 31, 2022 and 2021.
Stock-Based Compensation
Stock-based compensation is measured at the grant date based on the fair value of the award and is
generally expensed over the requisite service period. See “Note 11—Stock-based Compensation” for a discussion
of the Company’s stock-based compensation plans.
Redeemable Noncontrolling Interests
Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the
consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However,
securities that are redeemable at the option of the holder and not solely within the control of the issuer must be
classified outside of shareholders’ equity. Accordingly, all noncontrolling interests that are redeemable at the
option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance
sheet.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In connection with the acquisition of certain subsidiaries, management of these businesses has retained an
ownership interest. The Company is party to fair value put and call arrangements with respect to these interests.
These put and call arrangements allow management of these businesses to require the Company to purchase
their interests, or allow the Company to acquire such interests, at fair value. These put and call arrangements do
not meet the definition of a derivative instrument as the put agreements do not provide for net settlement.
These put and call arrangements become exercisable by the Company and the counterparty at various future
dates. One of these arrangements was exercised during the year ended December 31, 2020. These put
arrangements are exercisable by the counterparty outside the control of the Company. Accordingly, to the
extent that the fair value of these interests exceeds the value determined by normal noncontrolling interest
accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional
paid-in capital. During the years ended December 31, 2022, 2021, and 2020, the Company recorded adjustments
of $1.4 million, $2.7 million, and $6.7 million, respectively, to increase these interests to fair value. Fair value
determinations, which are level 3 assessments, require high levels of judgment and are based on various
valuation techniques, including market comparables and discounted cash flow projections.
Certain Risks and Concentrations
The Company’s business is subject to certain risks and concentrations, including dependence on third-party
technology providers, exposure to risks associated with online commerce security, and credit card fraud.
Financial instruments, which potentially subject the Company to concentration of credit risk, consist
primarily of cash and cash equivalents. Cash and cash equivalents are principally maintained with financial
institutions and are not covered by deposit insurance.
Recent Accounting Pronouncements
Accounting pronouncements adopted by the Company
In October 2021, the FASB issued ASU No. 2021-08, which requires entities to recognize and measure
contract assets and contract liabilities acquired in a business combination in accordance with Accounting
Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The update will generally
result in an entity recognizing contract assets and contract liabilities as if the acquirer had originated the
contracts, which, for the most part, results in no change to the value of deferred revenue when measured in
purchase accounting. The new standard is effective on a prospective basis for fiscal years beginning after
December 15, 2022, with early adoption permitted. We adopted the new standard in the third quarter of 2022
effective January 1, 2022 and applied its provisions to our acquisition in 2022. The adoption of the new standard
did not have a material impact on our operating results, financial position, or cash flows.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 3—INCOME TAXES
U.S. and foreign earnings (loss) from continuing operations before income taxes are as follows:
U.S.
Foreign
Total
Years Ended December 31,
2022
2021
2020
(In thousands)
$
$
651,406 $
184,835 $
547,969
(273,915)
71,313
82,983
377,491 $
256,148 $
630,952
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 (benefit) provision:
Federal
State
Foreign
Years Ended December 31,
2022
2021
2020
(In thousands)
$
5,703 $
15 $
(2,044)
4,069
35,542
45,314
76,185
6,076
(112,214)
3,192
34,865
38,072
(32,723)
(18,627)
(6,619)
1,640
28,293
27,889
31,025
(10,451)
(5,190)
15,384
43,273
Deferred income tax (benefit) provision
Income tax provision (benefit)
(29,953)
15,361 $
(57,969)
(19,897) $
$
The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax
assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to deferred
tax assets for foreign net operating losses and U.S. foreign tax credits.
December 31,
2022
2021
(In thousands)
$
60,143 $
85,613
137,481
64,463
49,113
20,653
17,871
44,585
25,340
419,649
(71,132)
348,517
(76,169)
(16,125)
(11,239)
(668)
128,731
52,104
—
15,491
116,415
52,177
33,211
483,742
(86,071)
397,671
(165,551)
(21,784)
(4,923)
(737)
(104,201)
244,316 $
(192,995)
204,676
$
Deferred tax assets:
Net operating loss carryforwards
Tax credit carryforwards
Disallowed interest carryforwards
Capitalized research expenses
Stock-based compensation
Accrued expenses
Exchangeable notes
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
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of
assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the
taxes are paid or recovered. Pursuant to the Tax Cuts and Jobs Act of 2017, beginning in 2022, the Company is
required to capitalize and amortize research expenses for income tax purposes.
At December 31, 2022, the Company has federal and state net operating losses (“NOLs”) of $11.5 million
and $213.0 million, respectively. If not utilized, $4.3 million of the federal NOLs can be carried forward
indefinitely, and $7.2 million will expire at various times between 2033 and 2037. Of the state NOLs, $3.1 million
can be carried forward indefinitely and $209.9 million will expire at various times between 2024 and 2042.
Federal and state NOLs of $4.3 million and $182.8 million, respectively, can be used against future taxable
income without restriction and the remaining NOLs are subject to limitations under Section 382 of the Internal
Revenue Code, separate return limitations, and applicable state law. At December 31, 2022, the Company has
foreign NOLs of $185.1 million available to offset future income. Of these foreign NOLs, $114.9 million can be
carried forward indefinitely and $70.2 million will expire at various times between 2023 and 2039. During 2022,
the Company recognized tax benefits related to NOLs of $9.7 million. At December 31, 2022, the Company has
federal and foreign disallowed interest carryforwards of $213.2 million and $67.9 million, respectively, that can
be carried forward indefinitely and can be used against future taxable income.
At December 31, 2022, the Company has tax credit carryforwards of $164.0 million. Of this amount, $127.4
million relates to federal, state, and foreign tax credits for research activities, of which $76.6 million will expire at
various times between 2030 and 2042. Our credit carryforwards also include $34.3 million of foreign tax credits,
of which $31.8 million will expire primarily in 2027.
The Company regularly assesses the realizability of deferred tax assets considering all available evidence,
including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of
future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning
and historical experience.
During the year ended December 31, 2022, we recorded a $14.9 million net decrease to the valuation
allowance primarily related to a reversal of $22.6 million of valuation allowances on certain foreign deferred tax
assets due to the refinancing of various intercompany loans which are expected to generate interest income.
The reversal was partially offset by $7.7 million of additional valuation allowances. At December 31, 2022, the
Company had a valuation allowance of $71.1 million related to the portion of credits, NOLs, and other deferred
tax assets for which it is more likely than not that the tax benefit will not be realized.
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,
2022
2021
2020
(In thousands)
Income tax provision at the federal statutory rate of 21%
State income taxes, net of effect of federal tax benefit
$
79,273 $
16,953
Stock-based compensation
Research credits
Foreign-derived intangible income deduction
Change in valuation allowance
Foreign income taxed at a different statutory rate
Withholding taxes
Change in uncertain tax positions
Other, net
Income tax provision (benefit)
53,791 $
4,530
(63,751)
(25,830)
—
8,523
5,808
1,057
(948)
(3,077)
132,500
8,803
(112,203)
(21,306)
—
29,787
4,884
2,933
(5,770)
3,645
(30,440)
(12,611)
(12,646)
(22,621)
(4,104)
8,922
(10,694)
3,329
$
15,361 $
(19,897) $
43,273
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The 2022 income tax provision benefited primarily from (a) the release of a valuation allowance on certain
foreign deferred tax assets as we expect to be able to use those deferred tax assets in the foreseeable future, (b)
favorable outcomes of tax audits, and (c) a lower tax rate on U.S. income derived from foreign sources. The
benefits were partially offset by higher state income taxes due to higher taxable income in the U.S. The 2021 and
2020 income tax provisions benefited primarily from (a) excess tax benefits generated by the exercise and
vesting of stock-based awards and (b) research credits. In 2020, this benefit was partially offset by an increase in
valuation allowances on foreign tax credits.
A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but
excluding interest, is as follows:
December 31,
2022
2021
2020
(In thousands)
Balance at January 1
$
50,830 $
45,624 $
53,324
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements
Expiration of applicable statute of limitations
5,781
1,938
(12,287)
(2,139)
(783)
8,107
1,353
(1,028)
(2,348)
(878)
7,818
1,772
—
(16,512)
(778)
Balance at December 31
$
43,340 $
50,830 $
45,624
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the
income tax provision. Our income tax provision for the years ended December 31, 2022, 2021, and 2020,
includes a decrease of interest and penalties of $0.3 million, $0.3 million, and $1.7 million, respectively. At
December 31, 2022 and 2021, noncurrent income taxes payable include accrued interest and penalties of
$1.2 million and $1.5 million, respectively.
Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income
tax. These audits include questioning the timing and the amount of income and deductions and the allocation of
income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially
completed its audit of the Company’s federal income tax returns for years through December 31, 2019. The
statute of limitations for years 2013 through 2019 has been extended to December 31, 2023. Returns filed in
various other jurisdictions are open to examination for tax years beginning with 2014. Although we believe that
we have adequately reserved for our uncertain tax positions, the final tax outcome of these matters may vary
significantly from our estimates.
At December 31, 2022 and 2021, unrecognized tax benefits, including interest, were $44.2 million and
$51.8 million, respectively. If unrecognized tax benefits at December 31, 2022 are subsequently recognized,
$31.3 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable
amount as of December 31, 2021 was $46.0 million. The Company believes that it is reasonably possible that its
unrecognized tax benefits could decrease by approximately $7.0 million by December 31, 2023, primarily due to
settlements and expirations of statutes of limitations.
Generally, our ability to distribute the $172.7 million cash and cash equivalents held by our foreign
subsidiaries at December 31, 2022 is limited to that subsidiary’s distributable reserves and after considering
other corporate legal restrictions. The remaining excess of the amount for financial reporting over the tax basis
of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax
liability on this amount is not practicable.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4—DISCONTINUED OPERATIONS
As part of the Separation described in “Note 2—Summary of Significant Accounting Policies,” the
operations of Former IAC businesses other than Match Group are presented as discontinued operations.
The key components of (loss) earnings from discontinued operations for the years ended December 31,
2022, 2021, and 2020 consist of the following:
Revenue
Operating costs and expenses
Operating loss
Interest expense
Other expense, net
Income tax (provision) benefit
Years Ended December 31,
2022
2021
2020
(In thousands)
$
— $
— $
1,410,485
—
—
—
—
(2,211)
—
—
—
—
509
(1,840,178)
(429,693)
(3,772)
(2,503)
69,898
(Loss) earnings from discontinued operations
$
(2,211) $
509 $
(366,070)
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,
2022
2021
(In thousands)
$ 2,348,366 $ 2,411,996
189,006
168,741
576,653
195,044
$ 2,706,113 $ 3,183,693
The following table presents the balance of goodwill, including the changes in the carrying value of
goodwill, for the years ended December 31, 2022 and 2021:
Balance at January 1
Additions
Foreign Exchange Translation
Balance at December 31
December 31,
2022
2021
(In thousands)
$ 2,411,996 $ 1,270,532
27,086
(90,716)
1,243,063
(101,599)
$ 2,348,366 $ 2,411,996
On July 11, 2022, Match Group completed the acquisition of all outstanding capital stock of The League
App, Inc., a dating app provider focused on career-oriented individuals. The purchase price, net of cash received,
was $29.9 million, of which $25.7 million was paid in cash on the acquisition date and $4.2 million was deferred
cash consideration that remains payable at December 31, 2022. The purchase price was primarily allocated to
goodwill and intangible assets.
On June 17, 2021, Match Group completed the acquisition of all capital stock of Hyperconnect, Inc., a
leading social discovery and video technology company based in Seoul, South Korea. The acquisition increased
our presence in certain Asian markets and enhanced the real-time video capabilities of Match Group. The
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
accounting purchase price was $1.75 billion, which consisted of $859.9 million of cash, net of cash acquired, and
5.9 million shares of Match Group common stock at a basis of the closing market price on the acquisition date.
The purchase price was allocated to goodwill of $1.2 billion that is not deductible for tax purposes; intangible
assets of $612.0 million primarily consisting of trade names and associated trademarks, both of which are
indefinite life intangible assets, with a related deferred tax liability of $134.7 million; and $30.4 million of other
net assets. The allocation of the accounting purchase price, which is based on Level 3 inputs, is final.
During the year ended December 31, 2022, the Company recognized impairment charges of $270.1 million
related to Hyperconnect indefinite- and definite-lived intangible assets related to a decline in long-term
projections for the business since the acquisition in June 2021, including adverse foreign currency impacts in
certain of Hyperconnect’s key markets, and the use of higher discount rates to value the assets. Additionally, the
Company recognized $49.4 million of impairment during the year ended December 31, 2022 related to certain
trade names including the Meetic and Match brands in Europe and certain affinity brands in the U.S., primarily
due to declining projections at such brands. These charges are included within impairment and amortization of
intangibles in the consolidated statement of operations.
Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At
December 31, 2022 and 2021, intangible assets with definite lives are as follows:
Customer lists
Patent and technology
Trade names
Other
Total
Customer lists
Patent and technology
Trade names
Other
Total
December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
(In thousands)
$
123,531 $
(41,866) $
66,754
56,594
22
(33,778)
(2,503)
(13)
Net
81,665
32,976
54,091
9
$
246,901 $
(78,160) $
168,741
Gross
Carrying
Amount
December 31, 2021
Accumulated
Amortization
(In thousands)
Net
Weighted-
Average
Useful Life
(Years)
4.9
4.5
3.3
2.0
4.3
Weighted-
Average
Useful Life
(Years)
$
129,427 $
(15,487) $
113,940
99,512
1,354
425
(18,657)
(1,193)
(337)
80,855
161
88
$
230,718 $
(35,674) $
195,044
4.9
4.2
1.3
2.7
4.6
At December 31, 2022, amortization of intangible assets with definite lives is estimated to be as follows:
2023
2024
2025
2026
2027 and thereafter
Total
74
(In thousands)
$
45,635
42,925
36,276
18,322
25,583
$
168,741
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6—FINANCIAL INSTRUMENTS
Equity securities without readily determinable fair values
At both December 31, 2022 and 2021, the carrying value of the Company’s investments in equity securities
without readily determinable fair values totaled $14.2 million, and is included in “Other non-current assets” in
the accompanying consolidated balance sheet. The cumulative downward adjustments (including impairments)
to the carrying value of equity securities without readily determinable fair values held as of December 31, 2022,
since the adoption of ASU 2016-01 on January 1, 2018 through December 31, 2022, were $2.1 million. For both
the years ended December 31, 2022 and 2021, there were no adjustments to the carrying value of equity
securities without readily determinable fair values.
Fair Value Measurements
The following tables present the Company’s financial instruments that are measured at fair value on a
recurring basis:
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
December 31, 2022
Significant Other
Observable
Inputs
(Level 2)
(In thousands)
Total
Fair Value
Measurements
Assets:
Cash equivalents:
Money market funds
Time deposits
Short-term investments:
Time deposits
Total
Assets:
Cash equivalents:
Money market funds
Time deposits
Short-term investments:
Time deposits
Total
$
77,150 $
— $
25,593
77,150
25,593
—
—
8,723
8,723
$
77,150 $
34,316 $
111,466
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
December 31, 2021
Significant Other
Observable
Inputs
(Level 2)
(In thousands)
Total
Fair Value
Measurements
$
260,582 $
— $
260,582
—
—
36,831
36,831
11,818
11,818
$
260,582 $
48,649 $
309,231
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair
value only for disclosure purposes.
December 31, 2022
December 31, 2021
Carrying Value
Fair Value
Carrying Value
Fair Value
Current maturities of long-term debt, net (a)(b)(c) $
Long-term debt, net (b)(c)
(In thousands)
— $
— $
(84,333) $
(254,472)
$ (3,835,726) $ (3,407,391) $ (3,829,421) $ (4,772,140)
______________________
(a) At December 31, 2021, the carrying value excludes the $15.6 million aggregate principal amount of the
exchanged 2022 Exchangeable Notes as that amount is carried at fair value as described below.
(b) At December 31, 2021, the carrying value of current maturities of long-term debt, net includes
unamortized debt issuance costs of $0.6 million. At December 31, 2022 and 2021, the carrying value of
long-term debt, net includes unamortized original issue discount and debt issuance costs of $39.3
million and $45.6 million, respectively.
(c) At December 31, 2022, the fair value of the outstanding 2026 Exchangeable Notes and 2030
Exchangeable Notes is $514.4 million and $499.7 million, respectively. At December 31, 2021, the fair
value of the outstanding 2022 Exchangeable Notes, 2026 Exchangeable Notes, and 2030 Exchangeable
Notes is $302.2 million, $932.6 million, and $1,017.7 million, respectively.
At December 31, 2022 and 2021, the fair value of long-term debt, net is estimated using observable market
prices or indices for similar liabilities, which are Level 2 inputs.
Derivatives associated with the repurchase and exchanges of 2022 Exchangeable Notes
On September 22, 2021, we entered into privately negotiated agreements with a limited number of
holders of the 2022 Exchangeable Notes to repurchase a portion of the outstanding 2022 Exchangeable Notes.
The Company determined that the terms of the repurchase agreements included an embedded derivative,
indexed to the value of the Company’s stock, that required bifurcation and separate accounting as a derivative
liability under ASC Topic 815, Derivatives and Hedging. The Company measures embedded derivatives at their
estimated fair value and recognizes changes in their estimated fair value in net income during the current
reporting period.
At the inception of these agreements on September 22, 2021, the fair value of the embedded derivative
was zero and the number of shares to be issued to holders of the 2022 Exchangeable Notes was not yet
determinable. At September 30, 2021, under the terms of the agreements, the number of shares to be issued
became fixed at 5.5 million. The corresponding loss of $14.5 million, related to the change in the fair value of the
embedded derivative, which was driven by an increase in our stock price from September 22, 2021 to October 4,
2021, the settlement date of the transaction, was recorded within “other income (expense), net” in the
accompanying consolidated statement of operations.
During the year ended December 31, 2021, $18.6 million aggregate principal amount of the 2022
Exchangeable Notes were presented for exchange prior to maturity at the option of the noteholders, $3.0 million
of which was settled during that year and $15.6 million of which was settled in January 2022. In accordance with
the indenture governing the 2022 Exchangeable Notes, the Company elected to settle these exchanges entirely
in cash with the settlement amount determined by the volume-weighted average price of Match Group common
stock over a 40-day measurement period. At the time that the Company elected cash settlement, the embedded
derivative for the conversion option of the 2022 Exchangeable Notes no longer qualified for the derivative scope
exception for contracts indexed to an entity’s own equity. We recognized an obligation of $48.5 million in
“accrued expenses and other current liabilities” to settle the conversion option as of the date of the exchanges,
with an offset to paid-in capital. Subsequently, we recognized $9.7 million in gains, which is included in “other
(expense) income, net” within the accompanying consolidated statement of operations for the year ended
December 31, 2021, related to the change in the fair value of the embedded derivative between the date we
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
elected to settle in cash and the end of the 40-day measurement period, or December 31, 2021, if the
measurement period extended past year-end.
For the 2022 Exchangeable Notes that were presented for exchange and which were still outstanding at
December 31, 2021 and were settled in January 2022, the following items were outstanding on the consolidated
balance sheet at December 31, 2021:
• The fair value of the outstanding embedded derivative of $7.4 million, which is included as an asset
within “other current assets;”
• the aggregate principal amount of $15.6 million for such 2022 Exchangeable Notes, which is presented
within “current maturities of long-term debt, net;” and
• an incremental $39.5 million liability recorded on the date of exchange, which is presented within
“accrued expenses and other current liabilities.“
Additionally, when the Company elected to settle the 2022 Exchangeable Notes presented for exchange
entirely in cash, a proportionate amount of note hedges was also exercised and settled in cash based on the
same 40-day measurement period to determine the settlement value. Similar to the exchanged 2022
Exchangeable Notes, the derivative scope exception for contracts indexed to an entity’s own equity no longer
applied to the exercised note hedges as a result of the requirement to settle the securities in cash. We
recognized an asset of $48.5 million related to the settlement of these note hedges, with an offset to paid-in
capital. Subsequently, we recognized a loss of $9.7 million, which is included in “other (expense) income, net” in
the accompanying consolidated statement of operations for the year ended December 31, 2021, related to the
change in the corresponding derivative fair value between the date we elected to settle in cash and the end of
the 40-day measurement period, or December 31, 2021, if the measurement period extended past year-end. For
the note hedges that were settled in January 2022, the fair value of the outstanding note hedges at December
31, 2021 is $32.1 million, which is included as an asset within “other current assets” on the consolidated balance
sheet.
At December 31, 2021, the net position of the various assets and liabilities associated with the unsettled
2022 Exchangeable Notes presented for exchange and the related note hedges is a $15.6 million liability,
representing the principal amount of such 2022 Exchangeable Notes, which were settled in January 2022.
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MATCH GROUP, INC. AND SUBSIDIARIES
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
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
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”);
interest payable each April 1 and October 1 commencing on April 1,
2022
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: Current maturities of long-term debt
Less: Unamortized original issue discount
Less: Unamortized debt issuance costs
Total long-term debt, net
December 31,
2022
2021
$
(In thousands)
— $
425,000
—
425,000
450,000
450,000
500,000
500,000
350,000
350,000
500,000
500,000
500,000
500,000
—
100,500
575,000
575,000
575,000
3,875,000
—
4,366
34,908
575,000
3,975,500
100,500
5,215
40,364
$
3,835,726 $
3,829,421
The following diagram illustrates where debt is held in our corporate structure as of December 31, 2022.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Credit Facility and Term Loan
MG Holdings II is the borrower under a credit agreement (as amended, the “Credit Agreement”) that
provides for the Credit Facility and the Term Loan. The Credit Agreement provides for a benchmark replacement
should the LIBOR rate not be available in the future. The rate used would be agreed to between the
administrative agent and the Company and may be based upon a secured overnight financing rate at the Federal
Reserve Bank of New York. Additional information about the benchmark replacement can be found in
Amendment No. 6 to the Credit Agreement.
The Credit Facility has a borrowing capacity of $750 million and matures on February 13, 2025. At both
December 31, 2022 and 2021, there were no outstanding borrowings, $0.4 million in outstanding letters of
credit, and $749.6 million of availability under the Credit Facility. The annual commitment fee on undrawn funds,
which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of December 31, 2022.
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. If MG Holdings II
borrows under the Credit Facility, it will be required to maintain a consolidated net leverage ratio of not more
than 5.0 to 1.0.
At both December 31, 2022 and 2021, the outstanding balance on the Term Loan was $425 million. The
Term Loan bears interest at LIBOR plus 1.75%, which was 6.49% and 1.91% at December 31, 2022 and 2021,
respectively. The Term Loan matures on February 13, 2027. Interest payments are due at least quarterly through
the term of the loan. The Term Loan provides for annual principal payments as part of an excess cash flow sweep
provision, the amount of which, if any, is governed by the secured net leverage ratio set forth in the Credit
Agreement.
The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends,
make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio
exceeds 2.0 to 1.0, while the Term Loan remains outstanding and, thereafter, if MG Holdings II’s consolidated
net leverage ratio exceeds 4.0 to 1.0, or if an event of default has occurred. The Credit Agreement includes
additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur
indebtedness, pay dividends, or make distributions. Obligations under the Credit Facility and Term Loan are
unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured
by the stock of certain MG Holdings II domestic and foreign subsidiaries. The Term Loan and outstanding
borrowings, if any, under the Credit Facility rank equally with each other, and have priority over the Senior Notes
to the extent of the value of the assets securing the borrowings under the Credit Agreement.
Senior Notes
The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to
redeem a portion of the 2022 Exchangeable Notes and for general corporate purposes. At any time prior to
October 1, 2026, these notes may be redeemed at a redemption price equal to the sum of the principal amount,
plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes.
Thereafter, these notes may be redeemed at the redemption prices set forth below, together with accrued and
unpaid interest to the applicable redemption date:
Beginning October 1,
2026
2027
2028
2029 and thereafter
Percentage
101.813%
101.208%
100.604%
100.000%
The 4.625% Senior Notes were issued on May 19, 2020. The proceeds from these notes were used to
redeem then outstanding senior notes, to pay expenses associated with the offering, and for general corporate
purposes. At any time prior to June 1, 2023, these notes may be redeemed at a redemption price equal to the
sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the
indenture governing the notes. Thereafter, these notes may be redeemed at the redemption prices set forth
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
below, together with accrued and unpaid interest to the applicable redemption date:
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 the redemption prices set forth
below, together with accrued and unpaid interest to the applicable redemption date:
Beginning May 1,
2025
2026
2027
2028 and thereafter
Percentage
102.063%
101.375%
100.688%
100.000%
The 5.625% Senior Notes were issued on February 15, 2019. The proceeds from these notes were used to
repay outstanding borrowings under the Credit Facility, to pay expenses associated with the offering, and for
general corporate purposes. At any time prior to February 15, 2024, these notes may be redeemed at a
redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole
premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at the
redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption
date:
Beginning February 15,
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, and are currently redeemable. The proceeds,
along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium.
These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid
interest thereon to the applicable redemption date:
Beginning December 15,
2022
2023
2024
2025 and thereafter
Percentage
102.500%
101.667%
100.833%
100.000%
The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II’s
ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a
default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to
1.0. At December 31, 2022, there were no limitations pursuant thereto. There are additional covenants in the
5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things,
(i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with
specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
into transactions with affiliates, or consolidate, merge, or sell substantially all of their assets. The indentures
governing the 3.625%, 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indentures
governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among
other things, create liens on assets, or consolidate, merge, sell, or otherwise dispose of all or substantially all of
their assets.
The Senior Notes all rank equally in right of payment.
Exchangeable Notes
During 2017, Match Group FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued
$517.5 million aggregate principal amount of its 2022 Exchangeable Notes. During the years ended
December 31, 2022 and 2021 all the outstanding 2022 Exchangeable Notes were redeemed or presented for
exchange. See “Redemption and exchanges of 2022 Exchangeable Notes and related note hedges and warrants”
below for details.
During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned
subsidiaries of the Company, issued $575.0 million aggregate principal amount of its 2026 Exchangeable Notes
and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively.
The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the
Company but are not guaranteed by MG Holdings II or any of its subsidiaries.
The following table presents details of the outstanding exchangeable features:
Number of shares of
the Company’s
Common Stock into
which each $1,000 of
Principal of the
Exchangeable Notes is
Exchangeable(a)
Approximate
Equivalent Exchange
Price per Share(a)
Exchangeable Date
11.4259 $
11.8739 $
87.52
March 15, 2026
84.22 October 15, 2029
2026 Exchangeable Notes
2030 Exchangeable Notes
______________________
(a)
Subject to adjustment upon the occurrence of specified events.
As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under
the following circumstances:
(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of
the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30
consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar
quarter is greater than or equal to 130% of the exchange price on each applicable trading day;
(2) during the five-business day period after any five-consecutive trading day period in which the trading
price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of
the product of the last reported sale price of the Company's common stock and the exchange rate on each such
trading day;
(3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled
trading day immediately preceding the redemption date; or
(4) upon the occurrence of specified corporate events as further described in the indentures governing the
respective Exchangeable Notes.
On or after the respective exchangeable dates noted in the table above, until the close of business on the
second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion
of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole
discretion, has the option to settle the Exchangeable Notes with any of the three following alternatives: (1)
shares of the Company’s common stock, (2) cash, or (3) a combination of cash and shares of the Company's
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
common stock. It is the Company’s intention to settle the Exchangeable Notes with cash equal to the face
amount of the notes upon exchange. Any dilution arising from the 2026 and 2030 Exchangeable Notes would be
mitigated by the 2026 and 2030 Exchangeable Notes Hedges (defined below), respectively.
There were not any 2026 or 2030 Exchangeable Notes presented for exchange during the years ended
December 31, 2022 and 2021. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of
December 31, 2022.
The following table presents the if-converted value that exceeded the principal of each Exchangeable Note
outstanding as of December 31, 2022 and 2021 based on the Company’s stock price on December 31, 2022 and
2021, respectively.
2022 Exchangeable Notes
2026 Exchangeable Notes
2030 Exchangeable Notes
December 31, 2022
December 31, 2021
(In millions)
N/A $
— $
— $
170.4
293.9
327.9
$
$
Additionally, all or any portion of the 2026 Exchangeable Notes and 2030 Exchangeable Notes may be
redeemed for cash, at the respective issuer’s option, on or after June 20, 2023 and July 20, 2026, respectively, if
the last reported sale price of the Company’s common stock has been at least 130% of the exchange price then
in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days
immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive
trading day period ending on, and including, the trading day immediately preceding the date on which the
applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to
be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The following table sets forth the components of the outstanding Exchangeable Notes as of December 31,
2022 and 2021:
December 31, 2022
December 31, 2021
2026
Exchangeable
Notes
2030
Exchangeable
Notes
2022
Exchangeable
Notes
(In thousands)
2026
Exchangeable
Notes
2030
Exchangeable
Notes
Principal
$ 575,000 $ 575,000 $ 100,500 $ 575,000 $ 575,000
Less: unamortized debt issuance costs
5,562
7,645
573
7,130
8,638
Net carrying value included in current
maturities of long-term debt, net
Net carrying value included in long-term
debt, net
$
— $
— $
99,927 $
— $
—
$ 569,438 $ 567,355 $
— $ 567,870 $ 566,362
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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 for the years
ended December 31, 2022, 2021, and 2020:
Year Ended December 31, 2022
2022 Exchangeable
Notes
2026 Exchangeable
Notes
2030 Exchangeable
Notes
Contractual interest expense
Amortization of debt issuance costs
Total interest expense recognized
$
$
(In thousands)
366 $
401
767 $
5,031 $
1,568
6,599 $
11,500
993
12,493
Year Ended December 31, 2021
2022 Exchangeable
Notes
2026 Exchangeable
Notes
2030 Exchangeable
Notes
(In thousands)
Contractual interest expense
Amortization of debt issuance costs
Total interest expense recognized
$
$
3,525 $
2,939
6,464 $
5,031 $
1,570
6,601 $
11,500
989
12,489
Year Ended December 31, 2020
2022 Exchangeable
Notes
2026 Exchangeable
Notes
2030 Exchangeable
Notes
(In thousands)
Contractual interest expense
Amortization of debt issuance costs
Total interest expense recognized
$
$
4,528 $
3,646
8,174 $
5,031 $
1,533
6,564 $
11,500
950
12,450
Prior to maturity, the effective interest rate for the 2022 Exchangeable Notes was 1.6%. The effective
interest rates for the 2026 and 2030 Exchangeable Notes are 1.2% and 2.2%, respectively.
Exchangeable Notes Hedges and Warrants
In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the
Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number
of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the price per share
set forth below (the “Exchangeable Notes Hedges”), and sold warrants allowing the counterparty to purchase
(subject to adjustment upon the occurrence of specified events) shares at the per share price set forth below
(the “Exchangeable Notes Warrants”).
The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s
common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo 2, Inc. or
Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes.
The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the
market price per share of the Company’s common stock exceeds their respective strike prices.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at
December 31, 2022:
2026 Exchangeable Notes Hedges
2030 Exchangeable Notes Hedges
2022 Exchangeable Notes Warrants(b)
2026 Exchangeable Notes Warrants
2030 Exchangeable Notes Warrants
______________________
Number of Shares(a)
Approximate
Equivalent Exchange
Price per Share(a)
(Shares in millions)
6.6 $
6.8 $
87.52
84.22
Number of Shares(a)
Weighted Average
Strike Price per
Share(a)
(Shares in millions)
1.9 $
6.6 $
6.8 $
68.22
134.76
134.82
(a)
(b)
Subject to adjustment upon the occurrence of specified events.
The outstanding 2022 Exchangeable Notes Warrants at December 31, 2022 will be exercised ratably
over 80 trading days commencing on the first trading day following the expiration date through April 27,
2023.
Redemption and exchanges of 2022 Exchangeable Notes and related note hedges and warrants
On October 4, 2021, we repurchased $414.0 million aggregate principal amount of our outstanding 2022
Exchangeable Notes, pursuant to privately negotiated agreements executed on September 22, 2021, for
approximately $1.5 billion, including accrued and unpaid interest on the repurchased notes, funded with (i) net
proceeds of $879.0 million from a registered direct offering to the holders of the 2022 Exchangeable Notes being
repurchased of 5,534,098 shares of our common stock at a price of $158.83 per share, (ii) approximately
$420 million of net proceeds from the 3.625% Senior Notes offering; and (iii) net proceeds of approximately
$201 million from the unwind of a proportionate amount of outstanding hedges and warrants, each representing
9.4 million underlying shares, corresponding to the 2022 Exchangeable Notes repurchased. See “Note 6—
Financial Instruments” for additional information.
Separately, during the years ended December 31, 2022 and 2021, $40.6 million and $18.6 million aggregate
principal amount of the 2022 Exchangeable Notes, respectively, were presented for exchange prior to maturity.
Of the total $59.2 million aggregate principal amount presented for exchange prior to maturity, $56.2 million
and $3.0 million were settled during the years ended December 31, 2022 and 2021, respectively. The remaining
2022 Exchangeable Notes outstanding immediately prior to maturity on October 1, 2022, totaling $44.3 million
aggregate principal amount, were presented by holders for exchange on or before September 30, 2022 with
settlement occurring entirely in cash in October 2022, in accordance with their terms.
In connection with the 2022 Exchangeable Notes presented for exchange during the years ended
December 31, 2022 and 2021, we exercised 1.9 million and 0.4 million underlying shares of the related 2022
Exchangeable Notes Hedges, respectively, which were valued based on the volume-weighted average price of
Match Group common stock over a 40-day measurement period. During the years ended December 31, 2022
and 2021, the Company received $75.9 million and $6.6 million, respectively, in cash related to these hedge
settlements.
During the year ended December 31, 2022, we paid $7.5 million to settle 0.4 million underlying shares of
the 2022 Exchangeable Notes Warrants.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Long-term debt maturities
Years Ending December 31,
2026
2027
2028
2029
2030
2031
Total
Less: Unamortized original issue discount
Less: Unamortized debt issuance costs
Total long-term debt, net
NOTE 8—SHAREHOLDERS’ EQUITY
Description of Common Stock
$
(In thousands)
575,000
875,000
500,000
350,000
1,075,000
500,000
3,875,000
4,366
34,908
$
3,835,726
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, 69.3 million shares
of Match Group common stock are reserved at December 31, 2022.
Retirement of Treasury Stock
On June 30, 2020, prior to the Separation, Former IAC retired all Former IAC common stock and Class B
common stock then held in treasury.
Common Stock Repurchases
In May 2022, our Board of Directors authorized the repurchase of 12.5 million shares of our common stock.
At December 31, 2022, we have approximately 5.3 million shares remaining in our share repurchase
authorization.
During the year ended December 31, 2022, we repurchased 7.2 million shares of our common stock for
aggregate consideration, on a trade date basis, of $482.0 million. No repurchases were made during 2021 or
2020.
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
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
immediately exchanged for one share of IAC Class B common stock and then retired; and (ii) 2.1584 shares of
Match Group common stock, par value $0.001 per share.
Issuance of Common Stock
In July 2020, in connection with the Separation, Former IAC completed the sale of an additional 17.3 million
newly issued Match Group common shares. The proceeds of $1.4 billion, net of associated fees, were transferred
directly to IAC.
In October 2021, we completed the sale of 5.5 million common shares. The net proceeds of $879.0 million
were used to repurchase $414.0 million aggregate principal amount of our outstanding 2022 Exchangeable
Notes. See “Note 7—Long-term Debt, net” for additional information on the redemption of a portion of the 2022
Exchangeable Notes.
NOTE 9—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the components of accumulated other comprehensive (loss) income and
items reclassified out of accumulated other comprehensive loss into earnings.
Balance at January 1
Other comprehensive loss
Balance at December 31
Balance at January 1
Other comprehensive loss
Balance at December 31
Year Ended December 31, 2022
Foreign Currency
Translation
Adjustment
Accumulated Other
Comprehensive Loss
(In thousands)
(223,754) $
(145,428)
(369,182) $
(223,754)
(145,428)
(369,182)
$
$
Year Ended December 31, 2021
Foreign Currency
Translation
Adjustment
Accumulated Other
Comprehensive Loss
(In thousands)
(81,454) $
(142,300)
(223,754) $
(81,454)
(142,300)
(223,754)
$
$
Year Ended December 31, 2020
Foreign Currency
Translation
Adjustment
Unrealized (Loss)
Gain on Available-
For-Sale Security
Accumulated Other
Comprehensive
(Loss) Income
(In thousands)
Balance at January 1
$
(136,349) $
— $
(136,349)
Other comprehensive income (loss) before
reclassifications
Amounts reclassified into earnings
Net 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)
At December 31, 2022, 2021, and 2020, 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,
2022
2021
2020
Basic
Diluted
Basic
Diluted
Basic
Diluted
(In thousands, except per share data)
Numerator
Net earnings from continuing
operations
Net loss (earnings) attributable to
noncontrolling interests
Impact from subsidiaries' dilutive
securities of continuing operations(a)
Interest on dilutive Exchangeable
Notes, net of income tax(b)
Net earnings from continuing
operations attributable to Match
Group, Inc. shareholders
(Loss) earnings from discontinued
operations, net of tax
Net loss 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
Group, Inc. shareholders
$ 362,130 $ 362,130 $ 276,045 $ 276,045 $ 587,679 $ 587,679
2,027
2,027
1,169
1,169
(59,599)
(59,599)
—
—
(222)
4,151
—
—
(993)
6,616
—
—
(9,999)
16,300
$ 364,157 $ 368,086 $ 277,214 $ 282,837 $ 528,080 $ 534,381
$
(2,211) $
(2,211) $
509 $
509 $ (366,070) $ (366,070)
—
—
—
—
—
—
—
—
319
319
—
(240)
(2,211)
(2,211)
509
509
(365,751)
(365,991)
$ 361,946 $ 365,875 $ 277,723 $ 283,346 $ 162,329 $ 168,390
Denominator
Weighted average basic shares
outstanding
Dilutive securities(a)(c)(d)
Dilutive shares from Exchangeable Notes,
if-converted(b)
Denominator for earnings per share—
weighted average shares(a)(c)(d)
Earnings (loss) per share:
Earnings per share from continuing
operations
(Loss) earnings per share from
discontinued operations, net of tax
Earnings per share attributable to Match
Group, Inc. shareholders
$
$
$
282,564
282,564
275,004
275,004
223,433
223,433
—
—
5,020
7,631
—
—
13,866
15,970
—
—
12,157
20,430
282,564
295,215
275,004
304,840
223,433
256,020
1.29 $
1.25 $
1.01 $
0.93 $
2.36 $
2.09
(0.01) $
(0.01) $
0.00 $
0.00 $
(1.64) $
(1.43)
1.28 $
1.24 $
1.01 $
0.93 $
0.73 $
0.66
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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.
(b) The Company uses the if-converted method for calculating the dilutive impact of the outstanding
Exchangeable Notes. For the years ended December 31, 2022 and 2021, the Company adjusted net
earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash
interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive
shares were included for the same set of notes. For the years ended December 31, 2022 and 2021, the
2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore the
weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive
securities for both years. For the year ended December 31, 2020, the Company adjusted net earnings
from continuing operations attributable to Match Group, Inc. shareholders for the cash interest
expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable Notes and dilutive
shares were included for the same set of notes at the Match Group exchange rates.
(c)
If the effect is dilutive, weighted average common shares outstanding include the incremental shares
that would be issued upon the assumed exercise of stock options, warrants, and subsidiary
denominated equity and vesting of restricted stock units. For the years ended December 31, 2022,
2021, and 2020, 16.0 million, 0.9 million, and 13.4 million potentially dilutive securities, respectively,
are excluded from the calculation of diluted earnings per share because their inclusion would have been
anti-dilutive.
(d) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable
shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the
denominator for earnings per share if (i) the applicable market or performance condition(s) has been
met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting
periods. For the years ended December 31, 2022, 2021, and 2020, 1.6 million, 1.0 million, and 0.4
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.
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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 (i) cover stock options to acquire shares
of Match Group common stock, restricted stock units (“RSUs”), PSUs, and stock settled stock appreciation rights
denominated in the equity of certain of our subsidiaries, in each case with respect to awards granted by the
Company as well as awards previously granted by Former Match Group prior to the Separation, and (ii) provide
for the future grant of equity awards by the Company. The 2015 and 2017 plans authorize the Company to grant
awards to its employees, officers, directors and consultants. At December 31, 2022, there were 27.8 million
shares available for the future grant of equity awards under the 2015 and 2017 plans collectively. The 2020 plan
covers options previously granted by Former IAC that converted into Match Group options as a result of the
Separation. No additional grants can be made from the 2020 plan.
The 2015 and 2017 plans have a stated term of ten years and provide that the exercise price of stock
options granted will not be less than the market price of the Company’s common stock on the grant date.
Neither plan specifies grant dates or vesting schedules of awards as those determinations have been delegated
to the Compensation and Human Resources Committee of Match Group’s Board of Directors (the “Committee”).
Each grant agreement reflects the vesting schedule for that particular grant as determined by the Committee.
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 and PSUs outstanding
generally vest over a two- to four-year period.
Stock-based compensation expense recognized in the consolidated statement of operations includes
expense related to the Company’s stock options, RSUs, market-based awards, PSUs for which vesting is
considered probable, and equity instruments denominated in shares of subsidiaries. The amount of stock-based
compensation expense recognized is net of estimated forfeitures, as the expense recorded is based on awards
that are ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical
experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. At
December 31, 2022, there is $365.3 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 2.5 years.
The total income tax benefit recognized in the accompanying consolidated statement of operations for the
years ended December 31, 2022, 2021, and 2020 related to all stock-based compensation is $72.5 million, $95.1
million and $136.6 million, respectively.
The aggregate income tax benefit recognized related to the exercise of stock options for the years ended
December 31, 2022, 2021, and 2020 is $53.5 million, $53.8 million, and $105.5 million, respectively.
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Stock Options
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock options outstanding at December 31, 2022 and changes during the year ended December 31, 2022
are as follows:
December 31, 2022
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term (In Years)
(Shares and intrinsic value in thousands)
Aggregate
Intrinsic
Value
Shares
4,468 $
(729)
(21)
(7)
3,711 $
3,679 $
20.58
17.60
28.15
15.24
21.13
21.31
4.0
3.9
$
$
77,059
75,730
Outstanding at January 1, 2022
Exercised
Forfeited
Expired
Outstanding at December 31, 2022
Options exercisable
______________________
The aggregate intrinsic value in the table above represents the difference between Match Group’s closing
stock price on the last trading day of 2022 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, 2022. The
total intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 is $54.5
million and $406.1 million, respectively.
The following table summarizes the information about stock options outstanding and exercisable at
December 31, 2022:
Range of Exercise Prices
$0.01 to $10.00
$10.01 to $20.00
$20.01 to $30.00
$30.01 to $40.00
$40.01 to $50.00
Options Outstanding
Options Exercisable
Outstanding at
December 31,
2022
Weighted-
Average
Remaining
Contractual
Life in Years
Weighted-
Average
Exercise
Price
Exercisable at
December 31,
2022
(Shares in thousands)
Weighted-
Average
Remaining
Contractual
Life in Years
Weighted-
Average
Exercise
Price
477
1,256
1,542
144
292
3,711
3.6
3.5
3.8
5.1
6.5
4.0
$
$
7.88
14.52
24.41
35.82
46.65
21.13
445
1,256
1,542
144
292
3,679
3.2
3.5
3.8
5.1
6.5
3.9
$
$
8.42
14.52
24.41
35.82
46.60
21.31
Cash received from Match Group stock option exercises for the years ended December 31, 2022, 2021, and
2020 was $20.5 million, $58.4 million, and $155.4 million, respectively.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock Units, Performance-Based Stock Units, and Market-Based Awards
RSUs, PSUs, and market-based awards are awards in the form of phantom shares or units denominated in a
hypothetical equivalent number of shares of Match Group common stock, with the value of each RSU and PSU
equal to the fair value of Match Group common stock at the date of grant. For market-based awards, the grant
date fair value was estimated using a lattice model that incorporates a Monte Carlo simulation of the valuation
of a wholly-owned business. Each RSU, PSU, and market-based award grant is subject to service-based vesting,
where a specific period of continued employment must pass before an award vests. PSUs also include
performance-based vesting conditions where certain performance targets set at the time of grant must be
achieved before an award vests. The number of market-based awards that ultimately vest is based on a
valuation of a wholly-owned business or the Company’s market performance relative to certain other publicly-
traded companies. For RSU grants, the expense is measured at the grant date as the fair value of Match Group
common stock and expensed as stock-based compensation over the vesting term. For PSU grants, the expense is
measured at the grant date as the fair value of Match Group common stock and expensed as stock-based
compensation over the vesting term if the performance targets are considered probable of being achieved.
Unvested RSUs, PSUs, and market-based awards outstanding at December 31, 2022 and changes during the
year ended December 31, 2022 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
Unvested at January 1, 2022
3,120 $ 105.33
541 $
98.41
(Shares in thousands)
3,772
(1,518)
95.05
84.99
45
109.80
782 $ 138.95
805
134.65
(245)
66.62
(109)
17.55
(717)
117.96
(189)
109.57
(72)
149.87
Granted
Vested
Forfeited
Unvested at December 31, 2022
4,657 $ 101.69
152 $ 138.96
1,406 $ 145.32
______________________
(a) Represents the maximum shares issuable.
The weighted average fair value of RSUs and PSUs granted during the years ended December 31, 2022 and
2021, based on market prices of Match Group’s common stock on the grant date, was $95.22 and $157.81,
respectively. The total fair value of RSUs that vested during the years ended December 31, 2022 and 2021 was
$129.0 million and $67.5 million, respectively. The total fair value of PSUs that vested during the year ended
December 31, 2022 was $16.3 million. No PSUs vested during the year ended December 31, 2021.
There were 0.8 million market-based awards granted during both the years ended December 31, 2022 and
2021. The vesting of the awards granted in 2022 and 2021 are dependent upon the Company’s total shareholder
return relative to the Nasdaq 100 Total Return Index over the various performance periods. The total fair value
of market-based awards that vested during the years ended December 31, 2022 and 2021 was $1.9 million and
$11.1 million, respectively.
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
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
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2022, the number of shares of Match
Group common stock that would be required to settle these awards at estimated fair values, including vested
and unvested awards, net of an assumed 50% withholding tax, is 0.7 million shares. The withholding taxes, which
would be paid by the Company on behalf of the employees at exercise, required to settle the vested and
unvested awards at estimated fair values on December 31, 2022 is $27.9 million assuming a 50% withholding tax
rate. The corresponding number of shares and withholding tax amount as of December 31, 2021 were 1.0 million
shares and $126.9 million.
Employee Stock Purchase Plan
The Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "ESPP") was approved by the
Company’s shareholders on June 15, 2021. Under the ESPP, eligible employees may purchase the Company’s
common stock at a 15% discount of the lower of the market price of our common stock on the date of
commencement of the applicable offering period or on the last day of the applicable six-month purchase period,
subject to certain purchase limits.
Under the ESPP, employees purchased 0.1 million shares at a weighted average price per share of $55.67
during the year ended December 31, 2022. At December 31, 2022, there were 2.5 million shares available for
future issuance under the ESPP. At December 31, 2022, there is $4.0 million of unrecognized compensation cost,
net of estimated forfeitures, related to the ESPP, which is expected to be recognized over a weighted average
period of approximately 0.6 years.
Capitalization of Stock-Based Compensation
For the years ended December 31, 2022, 2021 and 2020, $10.6 million, $6.4 million, and $5.1 million,
respectively, of stock-based compensation was capitalized related to the development of internal use software.
Modifications of awards
During the years ended December 31, 2022, 2021, and 2020, the Company modified certain equity awards
and recognized modification charges in continuing operations of $14.6 million, $10.2 million, and $21.2 million,
respectively, impacting fewer than 30 employees in any given year.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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,
2022
2021
2020
(In thousands)
$ 1,450,702 $ 1,362,658 $ 1,121,957
1,738,141
1,620,619
1,269,312
$ 3,188,843 $ 2,983,277 $ 2,391,269
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
South Korea
All other countries
Total
December 31,
2022
2021
(In thousands)
$ 142,297 $ 133,513
18,854
14,985
12,879
16,864
$ 176,136 $ 163,256
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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.
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, 2022
December 31, 2021
Assets:
Right-of-use assets
Liabilities:
Current lease liabilities
Other non-current assets
Accrued expenses and other current
liabilities
Long-term lease liabilities
Other long-term liabilities
Total lease liabilities
(In thousands)
93,661 $
113,582
14,495 $
97,410
111,905 $
10,618
113,533
124,151
$
$
$
Lease Cost
Income Statement Classification
Year Ended December
31, 2022
Year Ended December
31, 2021
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)
1,618 $
22,356
23,974
682
2,383
3,065
27,039 $
2,280
22,772
25,052
80
2,768
2,848
27,900
(a)
Includes approximately $2.6 million and $3.5 million of short-term lease cost, and $0.3 million and $0.5
million of sublease income, for the years ended December 31, 2022 and December 31, 2021,
respectively.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Maturities of lease liabilities as of December 31, 2022(b):
2023
2024
2025
2026
2027
After 2027
Total
Less: Interest
Less: Tenant improvement receivables
Present value of lease liabilities
______________________
(In thousands)
18,724
15,417
14,340
13,873
12,249
58,572
133,175
(20,318)
(952)
111,905
$
$
(b) Operating lease payments exclude $8.9 million of legally binding minimum lease payments for leases
signed but not yet commenced.
The following are the weighted average assumptions used for lease term and discount rate:
Remaining lease term
Discount rate
December 31, 2022
December 31, 2021
9.1 years
3.54 %
9.2 years
3.03 %
Year Ended December
31, 2022
Year Ended December
31, 2021
(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 $
10,431 $
20,318 $
53,492
18,345
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 $83.4 million, the purchase obligations due between one and
three years are $184.6 million, and no purchase obligations are due between three and five years, for a total of
$268.0 million in purchase obligations. The purchase obligations primarily relate to web hosting service
commitments. Letters of credit and surety bonds totaling $0.5 million are currently outstanding as of
December 31, 2022.
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 alleged that in 2017, the defendants: (i) wrongfully interfered with a
contractually established process for the independent valuation of Tinder by certain investment banks, resulting
in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their
Tinder stock options, and (ii) then wrongfully merged Tinder into Former Match Group, thereby depriving certain
of the plaintiffs of their contractual right to later valuations of Tinder on a stand-alone basis. The complaint
asserted claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust
enrichment, interference with contractual relations (as against Former Match Group only), and interference with
prospective economic advantage, and sought compensatory damages in the amount of at least $2 billion, as well
as punitive damages. On August 31, 2018, four plaintiffs who were still employed by Former Match Group filed a
notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining
plaintiffs. On June 13, 2019, the court issued a decision and order granting defendants’ motion to dismiss the
claims for breach of the implied covenant of good faith and fair dealing and for unjust enrichments, as well as
the merger-related claim for breach of contract as to two of the remaining six plaintiffs, and otherwise denying
defendants’ motion to dismiss. On July 13, 2020, the four former plaintiffs filed arbitration demands with the
American Arbitration Association asserting the same valuation claims and on September 3, 2020, the four
arbitrations were consolidated. Trial commenced on November 8, 2021. In accordance with the parties’
agreement in December 2021, we paid $441 million to settle all claims in trial and in arbitration in June 2022.
FTC Lawsuit Against Former Match Group
On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal
district court in Texas against Former Match Group. See FTC v. Match Group, Inc., No. 3:19:cv-02281-K (Northern
District of Texas). The complaint alleges that, prior to mid-2018, for marketing purposes Match.com notified
non-paying users that other users were attempting to communicate with them, even though Match.com had
identified those subscriber accounts as potentially fraudulent, thereby inducing non-paying users to subscribe
and exposing them to the risk of fraud should they subscribe. The complaint also challenges the adequacy of
Match.com’s disclosure of the terms of its six-month guarantee, the efficacy of its cancellation process, and its
handling of chargeback disputes. The complaint seeks among other things permanent injunctive relief, civil
penalties, restitution, disgorgement, and costs of suit. On March 24, 2022, the court granted our motion to
dismiss with prejudice on Claims I and II of the complaint relating to communication notifications and granted
our motion to dismiss with respect to all requests for monetary damages on Claims III and IV relating to the
guarantee offer and chargeback policy. On July 19, 2022, the FTC filed an amended complaint adding Match
Group, LLC as a defendant. We believe that the FTC’s claims regarding Match.com’s practices, policies, and
procedures are without merit and will defend vigorously against them.
NOTE 15—RELATED PARTY TRANSACTIONS
Relationship with IAC following the Separation
In connection with the Separation, the Company entered into certain agreements with IAC to govern the
relationship between the Company and IAC following the Separation. These agreements, in certain cases,
supersede the agreements entered into between Former Match Group and Former IAC in connection with
Former Match Group’s IPO in November 2015 (the “IPO Agreements”) and include: a tax matters agreement; a
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
transition services agreement; and an employee matters agreement. The IPO Agreements that were not
superseded were terminated at closing of the Separation.
In addition to the agreements entered into at the time of the Separation, Match Group leased office space
to IAC in a building owned by the Company in Los Angeles through November 2022. For the year ended
December 31, 2022, the Company received $0.1 million from IAC pursuant to the Los Angeles lease.
Match Group has a payable balance of less than $0.1 million due to IAC at December 31, 2022, excluding
items discussed in the “Tax Matters Agreement” section below.
In July 2020, in connection with the Separation, the sale of 17.3 million newly issued shares of Match
Group common stock was completed by IAC. The proceeds of $1.4 billion, net of associated fees, were
transferred directly to IAC pursuant to the terms of the Transaction Agreement.
Tax Matters Agreement
Pursuant to the tax matters agreement, each of Match Group and IAC is responsible for certain tax
liabilities and obligations following the transfer by Former IAC (i) to Match Group of certain assets and liabilities
of, or related to, the businesses of Former IAC (other than Former Match Group), and (ii) to holders of Former
IAC common stock and Former IAC Class B common stock, as a result of the reclassification and mandatory
exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”).
Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify Match Group
against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free
treatment unless, subject to certain exceptions, the failure to so qualify is attributable to Match Group's or
Former Match Group’s actions or failure to act, Match Group's or Former Match Group’s breach of certain
representations or covenants or certain acquisitions of equity securities of Match Group, in each case, described
in the tax matters agreement (a "Match Group fault-based action"). If the failure to so qualify is attributable to a
Match Group fault-based action, Match Group is responsible for liabilities incurred as a result of such failure and
will indemnify IAC against such liabilities so incurred by IAC or its affiliates.
Under the tax matters agreement, as of December 31, 2022, Match Group is obligated to remit to IAC
$0.9 million of expected state tax refunds relating to tax years prior to the Separation. This obligation is included
in “Accrued expenses and other current liabilities” in the accompanying consolidated balance sheet. Additionally,
IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the
Separation. At December 31, 2022, a receivable of $3.3 million is included in “Other current assets” in the
accompanying consolidated balance sheet representing an estimate of the amount that Match Group is
expected to be indemnified under this arrangement. At December 31, 2022, Match Group has an
indemnification asset of $0.4 million included in “Other non-current assets” in the accompanying consolidated
balance sheet for uncertain tax positions that related to Former IAC prior to the Separation.
Transition Services Agreement
Pursuant to the transition services agreement, Match Group provides certain services to IAC that Former
Match Group previously provided to Former IAC. Match Group and IAC also agreed to continue sharing certain
services provided pursuant to certain third-party vendor contracts that were not replaced, amended, or divided
prior to closing of the Separation.
For the year ended December 31, 2022, the Company received $20.6 million from IAC for services provided
under the transition services agreement.
Employee Matters Agreement
Pursuant to the amended and restated employee matters agreement, Match Group will reimburse IAC for
the cost of any IAC equity awards held by the Company’s employees and former employees upon exercise or
vesting.
For the year ended December 31, 2022, the Company paid IAC $0.1 million for the cost of IAC equity
awards held by the Company’s employees upon vesting. At December 31, 2022, the Company has accrued
$0.3 million as the estimated cost due to IAC for IAC equity awards held by Match Group employees.
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Other Agreements
MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Transaction Agreement provides that each of Match Group and IAC has agreed to indemnify, defend
and hold harmless the other party from and against any liabilities arising out of: (i) any asset or liability allocated
to such party or the other members of such party's group under the Transaction Agreement or the businesses of
such party's group after the closing of the Separation; (ii) any breach of, or failure to perform or comply with,
any covenant, undertaking or obligation of a member of such party's group contained in the Transaction
Agreement that survives the closing of the Separation or is contained in any ancillary agreement; and (iii) any
untrue or misleading statement or alleged untrue or misleading statement of a material fact or omission, with
respect to information contained in or incorporated into the Form S-4 Registration Statement (the “Form S-4”)
filed with the Securities and Exchange Commission (the “SEC”) by IAC and Former IAC in connection with the
Separation or the joint proxy statement/prospectus filed by Former IAC and Former Match Group with the SEC
pursuant to the Form S-4.
At December 31, 2022, IAC is no longer considered a related party.
NOTE 16—BENEFIT PLANS
Pursuant to the Match Group Retirement Savings Plan (the “Match Group Plan”), employees are eligible to
participate in a retirement savings plan sponsored by the Company in the United States, which is qualified under
Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 75% of their pre-tax
earnings, but not more than statutory limits. The employer match under the Match Group Plan is 100% of the
first 10% of a participant’s eligible earnings, subject to IRS limits on the Company’s matching contribution that a
participant contributes to the Match Group Plan. The Company’s common stock is not an available investment
option under the Match Group Plan.
Prior to January 1, 2021, Match Group employees were eligible to participate in a retirement savings plan
sponsored by IAC in the United States pursuant to the Employee Matters Agreement with IAC (the “IAC Plan”).
Beginning January 1, 2021, all investments in the IAC plan were transferred to the Match Group Plan. The
employer match under the IAC plan was 100% of the first 10% of a participant’s eligible earnings.
Matching contributions under the plans for the years ended December 31, 2022, 2021, and 2020 were
$13.5 million, $10.9 million and $8.6 million, respectively. The increase in matching contributions is primarily due
to increased headcount.
Matching contributions are invested in the same manner that each participant’s voluntary contributions
are invested under the respective plans. Under the IAC Plan and prior to the Separation, an available investment
option was IAC common stock, but neither participant nor matching contributions were required to be invested
in IAC common stock.
Internationally, Match Group also has or participates in various benefit plans, primarily defined
contribution plans. The Company’s contributions for these plans for the years ended December 31, 2022, 2021
and 2020 were $6.2 million, $5.4 million, and $3.8 million, respectively.
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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
Leasehold improvements
Land
Furniture and other equipment
Projects in progress
Accumulated depreciation and amortization
Property and equipment, net
Accrued expenses and other current liabilities:
Accrued legal settlement
Accrued employee compensation and benefits
Accrued advertising expense
Accrued non-income taxes
Accrued interest expense
Other
December 31,
2022
2021
(In thousands)
$
45,089 $
38,185
26,053
78,952
41,744
81,872
$
109,327 $
202,568
December 31,
2022
2021
(In thousands)
$
180,410 $
171,335
67,139
45,371
11,565
20,861
49,199
61,841
40,895
11,565
19,593
39,769
374,545
(198,409)
344,998
(181,742)
$
176,136 $
163,256
December 31,
2022
2021
(In thousands)
$
— $
441,000
90,098
49,509
38,017
30,148
82,165
88,670
47,686
32,725
30,110
128,175
768,366
Accrued expenses and other current liabilities
$
289,937 $
Years Ended December 31,
2022
2021
2020
(In thousands)
Other income (expense), net
$
8,033 $
(465,038) $
15,861
Other income, net, in 2022 includes interest income of $4.4 million, gains of $3.5 million related to
finalization of a legal settlement, and gains of $2.7 million related to mark-to-market adjustments pertaining to
liability classified equity instruments; partially offset by $2.0 million in net foreign currency losses.
Other expense, net, in 2021 includes a $441.0 million loss related to the former Tinder employee litigation
settlement, a $14.6 million loss related to the changes in fair value of an embedded derivative arising from the
repurchase of a portion of the 2022 Exchangeable Notes, a $5.2 million inducement expense arising from the
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MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
repurchased 2022 Exchangeable Notes, and $1.8 million in net foreign currency losses; partially offset by
$2.4 million of gains on the net settlement of the note hedges and warrants.
Other income, net in 2020 includes a legal settlement of $35.0 million and interest income of $2.7 million,
partially offset by a loss on redemption of bonds of $16.5 million, expense of $3.4 million related to a mark-to-
market adjustment pertaining to a liability classified equity instrument, and $0.6 million in net foreign currency
losses.
Cash and Cash Equivalents and Restricted Cash
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:
2022
2021
2020
2019
December 31,
(In thousands)
Cash and cash equivalents
$
572,395 $
815,384 $
739,164 $
465,676
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
121
128
138
127
—
—
—
—
—
—
2,674,146
409
$
572,516 $
815,512 $
739,302 $ 3,140,358
Supplemental Disclosures of Cash Flow Information
Years Ended December 31,
2022
2021
2020
(In thousands)
Cash paid (received) during the year for:
Interest
Income tax payments
Income tax refunds
Noncash issuance of common stock for the acquisition of
Hyperconnect
$
$
$
$
138,045 $
117,528 $
115,957
60,026 $
54,766 $
41,024
(13,658) $
(13,840) $
(30,048)
— $
890,851 $
—
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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, 2022. 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, 2022, the
Company’s internal control over financial reporting is effective. The effectiveness of our internal control over
financial reporting as of December 31, 2022 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, 2022 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, 2022.
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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,
2022, 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, 2022, 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, 2022 and 2021, and
the related consolidated statements of operations, comprehensive operations, shareholders’ equity, and cash
flows for each of the three years in the period ended December 31, 2022, and the related notes and the financial
statement schedule listed in the Index at Item 15(a), and our report dated February 24, 2023 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 24, 2023
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Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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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 2023 Annual Meeting of
Stockholders (the “2023 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 Other Board
Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively,
in the 2023 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 “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 2023 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 2023 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 2023 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 2023 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 2023 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant 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
2023 Proxy Statement and is incorporated herein by reference.
104
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 (PCAOB ID: 42).
Consolidated Balance Sheet as of December 31, 2022 and 2021.
Consolidated Statement of Operations for the Years Ended December 31, 2022, 2021, and 2020.
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2022, 2021, and
2020.
Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, 2022, 2021, and 2020.
Consolidated Statement of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020.
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.
105
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 LLC
Amendment, dated as of April 28, 2020, to the
Transaction Agreement 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
Share Purchase Agreement, dated as of February 10,
2021, by and among the Company, the Buyer and the
Sellers
Amendment and Supplement No. 1 to Share
Purchase Agreement, dated as of June 17, 2021, by
and among Sellers’ Representatives, the Buyer and
the Company
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
8-K
001-34148
2.1
2/10/2021
10-Q
001-34148
2.1
8/6/2021
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
3.2
4.1
4.3
4.1
4/30/2021
2/25/2021
4/28/2020
5/20/2020
001-34148
3.10
7/2/2020
8-K
000-20570
4.1
5/28/2019
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
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 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
Third Amended and Restated By-Laws of Match
Group, Inc.
8-K
8-K
8-K
8-K
8-K
8-K
8-K
001-34148
001-34148
001-34148
001-34148
001-34148
001-34148
Description of Securities
10-K
001-34148
Specimen Stock Certificate of Match Group Inc.
S-4/A
333-236420
8-K
001-37636
Indenture, dated as of May 19, 2020, between Match
Group, Inc. (Former Match Group) and
Computershare Trust Company, N.A., as Trustee
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 U.S. Bank National Association (as Successor
Trustee to Computershare Trust Company, N.A.)
106
2.1*
2.2*
2.3*
2.4
2.5
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
Table of Contents
Exhibit
No.
Exhibit Description
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
10.1
10.2
10.3
10.4
10.5
Supplemental Indenture, dated as of June 30, 2020,
among IAC FinanceCo 2, Inc., Match Group, Inc. and
U.S. Bank National Association (as Successor Trustee
to Computershare Trust Company, N.A.), 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 U.S. Bank National Association (as Successor
Trustee to Computershare Trust Company, N.A.)
Supplemental Indenture, dated as of June 30, 2020,
among IAC FinanceCo 3, Inc., Match Group, Inc. and
U.S. Bank National Association (as Successor Trustee
to Computershare Trust Company, N.A.), 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., 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., 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., 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 as of 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., 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
Indenture, dated as of October 4, 2021, between
Match Group Holdings II, LLC and U.S. Bank National
Association, as trustee
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)
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)
Incorporated by Reference
Form
SEC
File No.
Exhibit
Filing
Date
8-K
001-34148
4.5
7/2/2020
Filed (†) or
Furnished (‡)
Herewith
(as indicated)
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
001-34148
4.1
10/5/2021
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
8-K
001-37636
10.1
6/21/2018
8-K
001-34148
10.5
7/2/2020
107
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
10.23
10.24
10.25
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)
Form of Terms and Conditions for Performance-
based Restricted Stock Units granted under the
Match Group, Inc. Amended and Restated 2017 Stock
and Annual Incentive Plan (1)
2022 Form of Award Agreement for Performance-
based Restricted Stock Units granted under the
Match Group, Inc. Amended and Restated 2017 Stock
and Annual Incentive Plan.(1)
2022 Form of Award Agreement for Restricted Stock
Units granted under the Match Group, Inc. Amended
and Restated 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)
Match Group, Inc. 2021 Global Employee Stock
Purchase Plan (1)
Employment Agreement, dated as of May 3, 2022,
between Match Group, Inc. and Bernard Kim.(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. and Valentine
Merger Sub LLC, dated as of June 30, 2020 (1)
Amended and Restated Employment Agreement,
dated as of June 9, 2022, between Match Group, Inc.
and Gary Swidler.(1)
First Amendment to Amended and Restated
Employment Agreement, dated as of January 26,
2023, between Match Group, Inc. and Gary Swidler.
(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. and Valentine Merger Sub
LLC, dated as of June 30, 2020 (1)
Summary of Non-Employee Director Compensation
Arrangements (1)
2020 Match Group, Inc. Deferred Compensation Plan
for Non-Employee Directors (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
10-Q
001-37636
10.1
11/9/2017
Filed (†) or
Furnished (‡)
Herewith
(as indicated)
10-Q
001-37636
10.2
11/9/2017
10-Q
001-34148
10.2
5/7/2021
10-Q
001-34148
10.1
5/6/2022
10-Q
001-34148
10.2
5/6/2022
8-K
001-37636
10.5
11/24/2015
10-Q
001-37636
10.1
8/4/2017
8-K
001-34148
10.10
7/2/2020
10-K
001-37636
10.7
2/28/2017
10-Q
001-34148
10.2
8/6/2021
10-Q
001-34148
10.1
8/5/2022
8-K/A
001-37636
10.1
2/20/2020
8-K
001-34148
10.14
7/2/2020
8-K
001-34148
10.1
6/10/2022
8-K
001-34148
10.1
1/26/2023
8-K
001-37636
10.2
8/14/2018
8-K
001-34148
10.19
7/2/2020
10-K
001-34148
10.25
2/24/2022
8-K
001-34148
10.1
10/27/2020
10-K
001-37636
10.11
3/28/2016
108
Table of Contents
Exhibit
No.
10.26
10.27
10.28
10.29
10.30
10.31
21.1
23.1
31.1
31.2
32.1
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., 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
Amendment No. 7 dated as of March 26, 2021 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, as further amended
as of December 17, 2018 and as further amended as
of February 13, 2020, among Match Group Holdings
II, LLC, as borrower, the lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent
and the other parties thereto
Subsidiaries of the Registrant as of December 31,
2022
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.
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
8-K
001-34148
10.1
3/31/2021
†
†
†
†
‡
109
Table of Contents
Exhibit
No.
32.2
101.INS
101.SCH
101.CAL
101.DEF
Exhibit Description
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.
XBRL Taxonomy Extension Schema Document
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.
110
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 24, 2023
MATCH GROUP, INC.
SIGNATURES
By:
/s/ GARY SWIDLER
Gary Swidler
President 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 24, 2023:
Signature
/s/ BERNARD KIM
Bernard Kim
/s/ GARY SWIDLER
Gary Swidler
/s/ PHILIP D. EIGENMANN
Philip D. Eigenmann
Title
Chief Executive Officer and Director
(Principal Executive Officer)
President and Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
/s/ THOMAS J. McINERNEY
Chairman of the Board
Thomas J. McInerney
/s/ STEPHEN BAILEY
Stephen Bailey
Director
/s/ MELISSA BRENNER
Director
Melissa Brenner
/s/ SHARMISTHA DUBEY
Director
Sharmistha Dubey
/s/ ANN L. McDANIEL
Director
Ann L. McDaniel
/s/ WENDI MURDOCH
Director
Wendi Murdoch
/s/ GLENN H. SCHIFFMAN
Director
Glenn H. Schiffman
/s/ PAMELA S. SEYMON
Director
Pamela S. Seymon
/s/ ALAN G. SPOON
Alan G. Spoon
Director
111
Table of Contents
Description
2022
Allowance for credit losses
Deferred tax valuation
allowance
Other reserves
2021
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
$
281
$
109
(a) $
(2)
$
(1) (d) $
387
86,071
8,499
8,458
(b)
(776) (f)
(22,621) (g)
71,132
6,563
$
286
$
43
(a) $
(2)
$
(46) (d) $
281
71,090
3,380
15,969
(e)
(988) (f)
—
86,071
8,499
2020
Allowance for doubtful accounts $
Deferred tax valuation
allowance
Other reserves
______________________
578
$
(22) (a) $
(234)
$
(36) (d) $
286
52,913
2,901
35,261
(e)
(17,084) (c)
—
71,090
3,380
(a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the
recovery of previous year expenses.
(b) Additions to the deferred tax valuation allowance are primarily related to foreign net operating losses.
(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 tax credits, foreign net operating losses, and foreign interest
deductions.
(f) Amount is related to currency translation adjustments on foreign net operating losses.
(g) Deductions to the deferred tax valuation allowance are primarily related to foreign net operating losses
and foreign interest deductions
112
BOARD OF DIRECTORS
Bernard Kim
Chief Executive Officer
Match Group, Inc.
Thomas J. McInerney
Chairman of the Board, Match Group, Inc.
Chairman of the Board, Altaba Inc.
Stephen Bailey
Founder and Chief Executive Officer
ExecOnline, Inc.
Melissa Brenner
Executive Vice President, Digital Media
National Basketball Association
Sharmistha Dubey
Operating Partner
Advent International
Ann L. McDaniel
Consultant
Graham Holdings Company
Wendi Murdoch
Entrepreneur and Investor
Co-Founder and Board Member, Artsy
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer
Fanatics, Inc.
Pamela S. Seymon
Former Partner
Wachtell, Lipton, Rosen & Katz
Alan G. Spoon
Former General Partner and Partner Emeritus
Polaris Partners
CORPORATE INFORMATION
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
One Manhattan West
New York, NY 10001
113