Match Group

Match	Group,	Inc.
Report	on	Form	10-K	for	the
Fiscal	Year	ended	December	31,	2023

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,	2023

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	21,	2024,	there	were	268,011,754	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,	2023	was	$11,627,988,894.	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	2024	Annual	Meeting	of	Stockholders.

Documents	Incorporated	By	Reference:

	
	
TABLE	OF	CONTENTS

Page
Number

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

Business
Risk	Factors
Unresolved	Staff	Comments
Cybersecurity
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—Benefit	Plans
Note	16—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

Security	Ownership	of	Certain	Beneficial	Owners	and	Management	and	Related	Stockholder	

Matters

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.

3

Table	of	Contents

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®,	BLK®,	and	more,	each	built	to	increase	our	users’	likelihood	of	
connecting	with	others.	Through	our	trusted	brands,	we	provide	tailored	services	to	meet	the	varying	
preferences	of	our	users.	Our	services	are	available	in	over	40	languages	to	our	users	all	over	the	world.

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.

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	allowing	people	to	limit	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,	
successful	brands	depend	on	large,	active	communities	of	users,	strong	algorithmic	filtering	technology,	
and	awareness	of	successful	usage	among	similar	users.

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Table	of	Contents

• 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

Tinder

Tinder®	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	10.0	million	payers	as	of	the	fourth	quarter	of	2023.	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®	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	and	several	other	
European	markets.	Hinge	is	a	mobile-only	experience	and	employs	a	freemium	model.	Hinge	is	Designed	to	be	
Deleted®	and	focuses	on	users	with	a	higher	level	of	intent	to	enter	into	a	relationship	and	its	services	are	
designed	to	reinforce	that	purpose.	Hinge	has	Video	Prompts,	Voice	Prompts,	and	Voice	Notes,	which	allows	
users	to	better	showcase	who	they	are	through	text,	photos,	video,	and	voice	at	different	points	in	their	dating	
journey.	Hinge	offers	two	premium	subscription	offerings:	Hinge+	and	HingeX.

Match	Group	Asia	(“MG	Asia”)

The	focus	of	the	MG	Asia	brands	has	primarily	been	to	serve	various	Asian	and	Middle	Eastern	markets.	

Plans	to	grow	revenue	include	further	expansion	by	certain	brands	into	the	European	and	U.S.	markets.	The	
following	brands	are	included	in	MG	Asia:

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.

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	also	has	a	live	streaming	option.	Azar	is	
currently	focused	in	the	APAC	and	Other	region,	with	growth	in	Western	Europe	and	plans	to	expand	to	the	U.S.

5

Table	of	Contents

Evergreen	&	Emerging	(“E&E”)

Our	collections	of	brands	within	E&E	include	well-known	pioneers	in	online	relationships	(which	we	refer	to	

as	Evergreen	brands)	and	newer	bets	which	target	specific	demographics	(which	we	refer	to	as	Emerging	
brands).	The	following	brands	are	included	in	E&E:

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.	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	also	has	online	audio	and	video	chat	rooms	available	for	users.

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.

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.	POF	Live™,	a	one-to-many	live	streaming	video	
feature,	allows	users	to	engage	with	other	users	at	Plenty	Of	Fish	in	a	different	format	from	traditional	dating	
profiles.

BLK.	BLK®	brings	the	Swipe®	feature	made	popular	by	Tinder	to	the	Black	community.

Our	Portfolio	Strategy

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.

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

factors:

• our	ability	to	continue	to	increase	consumer	acceptance	and	adoption	of	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’	reputations	for	trust	and	safety;

• our	ability	to	evolve	our	services	and	introduce	new	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;

• the	design	and	functionality	of	our	services;	and

• macroeconomic	and	geopolitical	conditions.

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	week	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	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	

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payment	systems	for	in-app	purchases	made	on	Android	devices.	We	pay	Apple	and	Google	a	meaningful	share	
of	the	revenue	we	receive	from	transactions	occurring	both	on	and	off	their	operating	systems.	For	additional	
information,	see	“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	have	taken	steps	to,	and	in	the	future	
may	need	to	further,	offset	increasing	app	store	fees	by	decreasing	traditional	marketing	expenditures,	
increasing	user	volume	or	monetization	per	user,	consolidating	back-office	and	technical	functions,	or	by	
engaging	in	other	efforts	to	increase	revenue	or	decrease	costs	generally.”

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.	For	additional	information,	see	“Item	1A	
Risk	factors—Risks	relating	to	our	business—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.”

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”)	has,	under	the	Digital	Markets	Act,	
designated	Apple	and	Google	as	“gatekeepers.”	As	such,	we	expect	Apple	and	Google	to	be	restricted	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	Australia,	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.

Cloud	and	Other	Services

We	rely	on	third	parties,	primarily	data	centers	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	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	third-party	providers,	or	
deterioration	in	the	performance	of	such	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.

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Sales	and	marketing	

All	of	our	brands	rely	on	word-of-mouth,	or	free,	user	acquisition	and	also	paid	user	acquisition,	both	to	

varying	degrees.	Our	online	marketing	activities	generally	consist	of	purchasing	social	media	advertising,	
advertising	on	streaming	services,	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	BLK®,	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	2024	to	2041.	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,	
artificial	intelligence,	and	securities	law	compliance.	As	a	result,	we	have	and	could	again	in	the	future	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	other	harm	to	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	
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	

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have	and	may	in	the	future	require	that	we	make	changes	to	our	business	practices,	and	could	generate	
additional	costs,	risks,	and	liabilities.	See	“Item	3	Legal	Proceedings—Irish	Data	Protection	Commission	Inquiry	
Regarding	Tinder’s	Practices.”	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	to	non-EU	
countries.	In	2023,	the	EU-U.S.	Data	Privacy	Framework	was	adopted	and	extended	to	certain	other	European	
countries	to	provide	U.S.	organizations	with	reliable	mechanisms	for	personal	data	transfers	to	the	United	States	
from	the	EU	as	well	as	certain	other	European	countries,	while	ensuring	data	protection	that	is	consistent	with	
applicable	law.	Compliance	with	the	various	EU	data	transfer	requirements,	and	the	resulting	interpretations,	
decisions,	and	guidelines	from	EU	supervisory	authorities,	may	require	changes	to	our	business	practices	and	
generate	additional	costs,	risks,	and	liabilities.

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	2024	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	in	2020.	Also	the	California	Privacy	Rights	Act	of	2020	(the	“CPRA”)	
was	enacted,	which	expanded	the	state’s	consumer	privacy	laws	and	created	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,	which	came	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	its	levying	of	several	large	fines	against	digital	companies	for	privacy	violations	in	recent	years.	
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	passed	into	law	the	Online	Safety	Bill,	which	imposes	similar	requirements	to	
those	provided	in	the	DSA.	Of	note,	this	law	places	new	requirements	on	social	media	companies,	including	
online	dating	companies,	to	protect	children	from	being	exposed	to	inappropriate	material.	Most	of	the	
provisions	of	this	law	are	scheduled	to	go	into	effect	in	2025.

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.	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,	sweeping	international	tax	reform	known	as	Pillar	Two	is	set	to	go	into	effect	in	
certain	jurisdictions	starting	in	2024.	The	work	is	being	undertaken	by	the	Organization	for	Economic	
Cooperation	and	Development’s	(“OECD”)	Inclusive	Framework	(a	wide-reaching	network	of	more	than	140	
countries)	and	organized	by	the	OECD’s	Centre	for	Tax	Policy	and	Administration.	Pillar	Two	has	been	agreed	to	
by	138	countries	thus	far	reportedly	representing	90%	of	global	economic	activity.	The	reform	aims	to	level	the	

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playing	field	between	countries	by	discouraging	them	from	reducing	their	corporate	income	taxes	to	attract	
foreign	business	investment.	Pillar	Two’s	remedy	is	to	compel	multinational	enterprises	with	€750	million	or	
more	in	annual	revenue	to	pay	a	global	minimum	tax	of	15%	on	income	received	in	each	country	in	which	they	
operate.	Multinational	enterprises	will	need	to	conform	to	the	various	rules	in	every	Pillar	Two	country	in	which	
they	operate.	We	are	continuing	to	monitor	these	developments	and	any	potential	impact	on	our	results	of	
operations.

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	and	in	the	UK.

The	EU,	the	U.S.	Congress,	and	many	U.S.	states	are	considering	legislation	or	regulations	that	would	

impact	the	use	of	generative	artificial	intelligence	(“AI”)	by	companies.	For	example,	several	states	are	
considering	exactly	how	generative	AI	can	be	used	or	what	permissions	must	be	granted	before	it	can	be	used.	In	
addition,	the	Federal	Trade	Commission	has	approved	authorizing	using	a	compulsory	process	in	nonpublic	
investigations	involving	products	and	services	that	use	or	claim	to	be	produced	using	generative	AI	or	claim	to	
detect	its	use.	Further,	draft	EU	legislation	aims	at	updating	liability	rules,	providing	for	specific	liability	related	to	
generative	AI	or	extending	product	liability	to	software	and	digital	services.	As	we	seek	to	further	integrate	AI	
technologies	into	our	services,	compliance	with	existing,	new,	and	changing	laws,	regulations,	and	industry	
standards	relating	to	AI	may	limit	some	uses	of	AI	and	may	impose	significant	operational	costs.

Finally,	certain	U.S.	states	and	certain	countries	in	the	Middle	East	and	Asia	have	laws	that	specifically	
govern	dating	services.	At	the	same	time,	a	number	of	U.S.	states,	the	U.S.	Congress,	and	some	other	countries	
such	as	Brazil	are	considering	legislation	that	would	directly	regulate	online	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,	2023,	we	had	approximately	2,600	full-time	and	approximately	20	
part-time	employees,	which	represents	a	4%	year-over-year	decrease	in	employee	headcount.	We	expect	our	
overall	headcount	to	grow	modestly	in	2024	as	we	expect	to	continue	to	focus	on	recruiting	employees	in	
technical	functions	such	as	software	and	other	engineers	at	growing	brands	and	where	critical	needs	arise,	as	
well	as	to	hire	a	number	of	employees	and	contractors	to	support	our	innovation	initiatives.

As	of	December	31,	2023,	approximately	66%,	13%,	and	21%	of	our	employees	reside	in	the	Americas,	

Europe,	and	APAC	and	Other	regions,	respectively,	spanning	22	countries	and	reflecting	various	cultures,	
backgrounds,	ages,	sexes,	gender	identities,	sexual	orientations,	and	ethnicities.	Our	global	workforce	is	highly	
educated,	with	the	majority	of	our	employees	working	in	engineering	or	technical	roles	that	are	central	to	the	
technological	and	service	innovations	that	drive	our	business.	While	the	market	for	qualified	talent	has	softened	
somewhat	recently,	competition	for	software	engineers	and	other	technical	staff	has	historically	been	intense	
and	we	expect	will	remain	so	for	the	foreseeable	future.

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	continue	to	cultivate	a	culture	where	sought	after	talent	from	all	backgrounds	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	

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equitable	pay.	We	base	our	compensation	on	market	data	and	conduct	evaluations	of	our	compensation	
practices	at	all	levels	on	a	regular	basis	to	determine	the	competitiveness	and	fairness	of	our	packages.

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

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

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

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

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

desirable	destination	for	current	and	future	employees.

Additional	information

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

and	operational	information	to	our	investors	using	our	investor	relations	website	at	https://ir.mtch.com,	our	
newsroom	website	at	https://mtch.com/news,	Tinder’s	newsroom	website	at	www.tinderpressroom.com,	
Hinge’s	newsroom	website	at	https://hinge.co/press,	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	websites	listed	above	and	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.

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Item	1A.		Risk	Factors

Risks	relating	to	our	business	

If	we	fail	to	retain	existing	users	or	add	new	users,	our	revenue,	financial	results,	and	business	may	be	
significantly	harmed.

Our	financial	performance	has	been	and	will	continue	to	be	significantly	determined	by	our	success	in	

adding	and	retaining	users	of	our	services.	In	the	past	we	have	experienced,	and	expect	to	continue	to	
experience,	fluctuations	in	the	size	of	our	user	base	in	one	or	more	markets	from	time	to	time,	particularly	in	
markets	where	we	have	achieved	higher	penetration	rates.	The	size	of	our	user	base	is	also	impacted	by	a	
number	of	other	factors,	including	competitive	products	and	services	and	global	and	regional	business,	
macroeconomic,	and	geopolitical	conditions.	For	example,	wars	in	the	Middle	East	and	Ukraine	have	led	to	
reduced	supply	as	well	as	the	decision	to	suspend	our	services	in	Russia.

Further,	if	people	do	not	perceive	our	services	to	be	useful,	we	may	not	be	able	to	attract	or	retain	users.	In	

recent	years,	some	users,	particularly	younger	generations,	have	shown	a	decreased	appetite	for	our	services	
and	those	of	our	competitors	due	potentially	to	a	number	of	factors.	With	each	new	generation	of	users,	
expectations	of	our	services	change	and	user	behaviors	and	priorities	shift.	As	a	result,	we	may	need	to	further	
leverage	our	existing	capabilities	or	advances	in	technologies	like	artificial	intelligence	(“AI”),	or	adopt	new	
technologies,	to	improve	our	existing	services	or	introduce	new	services	in	order	to	better	satisfy	existing	users	
and	to	expand	our	penetration	of	what	continues	to	be	a	large	available	new	user	market.	However,	there	can	
be	no	assurances	that	further	implementation	of	technologies	like	AI	will	enhance	our	services	or	be	beneficial	to	
our	business	and	the	introduction	of	new	features	or	services	to	our	existing	services	may	have	unintended	
consequences	on	our	ecosystem,	which	could	lead	to	fluctuations	in	the	size	of	our	user	base.	Additionally,	in	
2023	we	began	consolidating	some	of	our	legacy	brands’	platforms	in	order	to	decrease	operating	costs,	which	
may	result	in	changes	to	the	user	experience	for	some	of	our	brands	that	some	existing	users	may	perceive	
negatively.

If	we	are	unable	to	maintain	or	increase	the	size	of	our	user	base,	our	revenue	and	other	financial	results	
may	be	adversely	affected.	Further,	as	the	size	of	our	user	base	fluctuates	in	one	or	more	markets	from	time	to	
time,	we	may	become	increasingly	dependent	on	our	ability	to	maintain	or	increase	levels	of	monetization	in	
order	to	grow	revenue.	Any	significant	decrease	in	user	retention	or	growth	could	render	our	services	less	
attractive	to	users,	which	is	likely	to	have	a	material	and	adverse	impact	on	our	business,	financial	condition,	and	
results	of	operations.

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,	such	as	generative	AI,	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	

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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,	coupled	with	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	current	or	future	competitors	as	well	as	other	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,	such	as	at	our	Hinge	brand	over	recent	years,	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	those	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.	For	example,	in	2023	Tinder	launched	its	first-ever	comprehensive	global	
marketing	campaign	in	order	to	help	sustain	its	growth	and	attract	new	users.

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,	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	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,	social	media,	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.

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Distribution	and	marketing	of,	and	access	to,	our	services	rely,	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	and	practices	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.	Further,	certain	platforms	on	
which	we	market	our	brands	may	not	properly	monitor	or	ensure	the	quality	of	content	located	adjacent	to	or	
near	our	advertisements	on	such	platforms,	which	may	have	a	negative	effect	on	consumers’	perceptions	of	our	
own	brands	due	to	association	with	such	content,	which	content	our	users	may	deem	inappropriate.	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,	and	from	time	to	time	have	changed,	
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	have	in	the	past	been,	and	could	again	in	the	future	be,	adversely	affected.

Apple	and	Google	are	also	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.

As	the	distribution	of	our	services	through	app	stores	increases,	in	order	to	maintain	our	profit	margins,	we	
have	taken	steps	to,	and	in	the	future	may	need	to	further,	offset	increasing	app	store	fees	by	decreasing	
traditional	marketing	expenditures,	increasing	user	volume	or	monetization	per	user,	consolidating	back-office	
and	technical	functions,	or	by	engaging	in	other	efforts	to	increase	revenue	or	decrease	costs	generally.

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	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	

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Apple’s	or	Google’s	payment	systems,	we	pay	Apple	and	Google,	as	applicable,	a	meaningful	share	(generally	
30%	or,	for	subscriptions	purchased	on	Android	devices,	15%)	of	the	revenue	we	receive	from	these	
transactions.	Where	payments	on	Android	devices	are	processed	through	other	payment	systems,	we	are	also	
required	to	pay	Google	a	meaningful	share.	However	we	have	entered	into	a	partnership	with	Google	that	will	
provide	value	exchange	across	our	broad	relationship	with	them,	which	we	expect	to	help	offset	the	additional	
costs	that	our	brands	expect	to	incur	over	the	three	years	starting	in	2024	associated	with	implementing	
Google’s	User	Choice	Billing	system,	which	allows	application	developers	to	offer	an	additional	billing	system	
alongside	Google	Play’s	billing	system.	Additionally,	while	Apple	was	recently	forced	to	change	its	rules	in	the	
U.S.	marketplace	on	anti-steering	to	allow	for	payment	processing	outside	its	payment	systems,	Apple	has	stated	
that	it	will	still	charge	up	to	27%	for	those	transactions.	We	do	not	expect	to	realize	any	meaningful	decrease	in	
app	store	fees	as	a	result	of	this	change.	In	the	EU,	the	Digital	Markets	Act	is	set	to	go	into	effect	in	March	2024.	
Apple	has	submitted	its	plan	for	compliance,	which	would	lower	the	30%	service	fee	in	the	EU	to	17%	for	our	
applications,	but	would	also	add	a	payment	processing	fee	of	3%,	as	well	as	a	0.50	Euro	fee	per	download	
(including	updates)	per	year.	Apple’s	plan	is	subject	to	approval	by	EU	regulators.	For	additional	information,	see	
“Item	1—Business—Dependencies	on	services	provided	by	others—App	Stores.”

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	have	taken	steps	to,	and	in	the	
future	may	need	to	further,	offset	these	increased	app	store	fees	by	decreasing	traditional	marketing	
expenditures	as	a	percentage	of	revenue,	increasing	user	volume	or	monetization	per	user,	consolidating	back-
office	or	technical	functions,	or	by	engaging	in	other	efforts	to	increase	revenue	or	decrease	costs	generally.	For	
example,	in	2023	we	began	consolidating	some	of	our	legacy	brands’	platforms	to	decrease	operating	costs.	Any	
failure	to	offset	increased	app	store	fees	could	adversely	affect	our	business,	financial	condition,	and	results	of	
operations.

Challenges	with	properly	managing	the	use	of	artificial	intelligence	could	result	in	reputational	harm,	
competitive	harm,	and	legal	liability.

We	currently	incorporate	AI	into	certain	of	our	services	and	are	working	to	further	integrate	AI	
technologies	into	our	services,	which	integrations	may	become	important	to	our	operations	over	time.	Our	
competitors	or	other	third	parties	may	incorporate	AI	into	their	services	more	quickly	or	more	successfully	than	
us,	which	could	impair	our	ability	to	compete	effectively	and	adversely	affect	our	results	of	operations.	
Additionally,	AI	algorithms	and	training	methodologies	may	be	flawed.	If	the	content	or	recommendations	that	
AI	applications	assist	in	producing	are	or	are	alleged	to	be	deficient,	inaccurate,	offensive,	biased,	or	otherwise	
improper	or	harmful,	we	may	face	reputational	consequences	or	legal	liability,	and	our	business,	financial	
condition,	and	results	of	operations	may	be	adversely	affected.	Further,	the	use	of	AI	has	been	known	to	result	
in,	and	may	in	the	future	result	in,	cybersecurity	incidents	that	implicate	the	personal	data	of	end	users	of	AI-
enhanced	services.	Any	such	cybersecurity	incidents	related	to	our	use	of	AI	could	adversely	affect	our	
reputation	and	results	of	operations.	AI	also	presents	emerging	ethical	issues	and	if	our	use	of	AI	becomes	
controversial,	we	may	experience	brand	or	reputational	harm,	competitive	harm,	or	legal	liability.	The	rapid	
evolution	of	AI	will	require	the	dedication	of	significant	resources	to	develop,	test,	and	maintain	AI	technologies,	
including	to	further	implement	AI	ethically	in	order	to	minimize	unintended	harmful	impact.	While	we	aim	to	
deploy	AI	responsibly	and	attempt	to	identify	and	mitigate	ethical	and	legal	issues	presented	by	its	use,	we	may	
be	unsuccessful	in	identifying	or	resolving	issues	before	they	arise.

The	legal	and	regulatory	landscape	surrounding	generative	AI	technologies	is	rapidly	evolving	and	uncertain	

including	in	the	areas	of	intellectual	property,	discrimination,	cybersecurity,	and	privacy	and	data	protection.	
Compliance	with	existing,	new,	and	changing	laws,	regulations,	and	industry	standards	relating	to	AI	may	limit	
some	uses	of	AI,	impose	significant	operational	costs,	and	limit	our	ability	to	develop,	deploy,	or	use	AI	
technologies.	Further,	the	continued	integration	of	any	AI	technologies	into	our	service	may	result	in	new	or	
enhanced	governmental	or	regulatory	scrutiny.	Failure	to	appropriately	respond	to	this	evolving	landscape	may	
result	in	legal	liability,	regulatory	action,	or	brand	and	reputational	harm.

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Foreign	currency	exchange	rate	fluctuations	have	adversely	affected	and	may	in	the	future	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,	our	international	revenues	have	been	and	will	be	reduced	when	translated	into	
U.S.	dollars.	In	addition,	as	foreign	currency	exchange	rates	fluctuate,	the	translation	of	our	international	
revenues	into	U.S.	dollar-denominated	operating	results	affects	the	period-over-period	comparability	of	such	
results	and	will	also	result	in	foreign	currency	exchange	gains	and	losses.	For	additional	information,	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.”

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,	particularly	in	the	case	of	senior	leadership	and	technology	roles,	and	our	continued	ability	
to	compete	effectively	depends,	in	part,	upon	our	ability	to	attract	new	employees.	Our	ability	to	attract,	retain,	
and	motivate	employees	may	also	be	adversely	affected	by	stock	price	volatility.	In	particular,	declines	in	our	
stock	price,	or	lower	stock	price	performance	relative	to	competitors	for	talent,	have	reduced	the	retentive	value	
of	our	stock-based	awards,	which	can	impact	the	competitiveness	of	our	compensation.	Further,	in	the	past	we	
have	had,	and	may	continue	to	have	for	the	foreseeable	future,	significant	amounts	of	stock-based	
compensation	expense	due	to	the	competitive	market	for	executive	and	technical	talent,	which	includes	
competitors	that	are	much	larger	than	us.

Effective	succession	planning	is	also	important	to	our	future	success.	At	times	we	have	experienced	
significant	changes	to	our	senior	leadership	team.	Those	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	or	other	institutional	knowledge	as	well	as	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,	such	as	recent	broad	shifts	to	
hybrid	work	models.	If	we	do	not	manage	changing	workforce	dynamics	effectively,	it	could	materially	adversely	
affect	our	culture,	reputation,	and	operational	flexibility.

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,	including	as	a	result	of	our	current	efforts	to	consolidate	some	of	the	legacy	brands’	
platforms	or	as	a	result	of	actions	by	government	agencies.	Further,	our	systems	and	infrastructures	are	
vulnerable	to	damage	from	cyberattacks,	fire,	power	loss,	telecommunications	failures,	computer	viruses,	
software	bugs,	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,	thereby	negatively	impacting	the	demand	for	our	services,	

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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.	There	is	also	no	guarantee	that	a	series	of	incidents	may	not	
be	determined	to	be	material	at	a	later	date	in	the	aggregate,	even	if	they	may	not	be	material	individually	at	the	
time	of	their	occurrence.	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.

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,	service	providers,	and	broadband	and	other	
communications	systems,	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	and	such	third	party	systems	are	increasingly	complex.	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,	including,	without	limitation,	credit	card	information	and	user-to-user	communications.	
We	also	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	

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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,	or	will	not	use	for	unauthorized	purposes,	this	information	despite	
our	efforts.	When	such	events	occur,	we	may	not	be	able	to	remedy	them,	and	we	may	be	required	by	an	
increasing	number	of	laws	to	notify	regulators	and	individuals	whose	personal	information	was	processed,	used,	
or	disclosed	without	authorization.	We	may	also	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	other	harm	to	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.	These	laws	and	regulations,	as	well	as	any	associated	inquiries,	
investigations,	or	other	government	actions,	may	be	costly	to	comply	with	and	have	in	the	past,	and	may	in	the	
future	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.	See	“Item	3	Legal	Proceedings—Irish	Data	Protection	Commission	Inquiry	Regarding	Tinder’s	
Practices.”

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

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

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

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

or	our	services,	including	laws	or	regulations	that	undermine	open	and	neutrally	administered	internet	access,	
could	decrease	user	demand	for	our	service	offerings	and	increase	our	cost	of	doing	business.	For	example,	in	
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,	

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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	our	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.	Such	bad	
actors	may	also	use	emerging	technologies,	such	as	AI,	to	engage	in	such	activities,	which	would	make	it	more	
difficult	for	us	and	other	users	to	detect	and	prevent	such	negative	behavior.	Our	safeguards	may	not	be	
sufficient	to	avoid	harm	to	our	reputation	and	brands,	especially	if	such	hostile,	offensive,	or	inappropriate	use	is	
well-publicized.

Our	business	and	results	of	operations	have	been	and	may	in	the	future	be	adversely	affected	by	global	health	
pandemics.

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.	
Such	measures	had	an	adverse	impact	on	global	economic	conditions	and	consumer	confidence	and	spending,	
and	adversely	affected	users’	ability	to	pay,	for	our	services.

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	further	prevent	its	spread.	Additionally,	pandemics	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,	it	could	materially	and	adversely	affect	
our	business,	financial	condition,	and	results	of	operations.

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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	as	well	as	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	regarding	intellectual	property,	

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.

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	acquisition	of	Hyperconnect	in	2021,	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;

• accurately	project	the	future	financial	condition	and	results	of	operations	of	acquired	businesses;

• successfully	integrate	the	operations,	financial,	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	2021,	
including	adverse	foreign	currency	impacts	in	certain	of	Hyperconnect’s	key	markets,	and	the	use	of	higher	
discount	rates	to	value	the	assets.	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,	which	would	negatively	affect	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,	and	privacy	and	
consumer	protection	laws,	as	well	as	stockholder	derivative	suits,	class	action	lawsuits,	mass	arbitrations,	and	
other	matters.	Such	litigation	and	proceedings	may	involve	claims	for	substantial	amounts	of	money	or	for	other	
relief,	result	in	significant	costs	for	legal	representation,	arbitration	fees,	or	other	legal	or	related	services,	or	
might	necessitate	changes	to	our	business	or	operations.	The	defense	of	these	actions	is	time	consuming	and	
expensive.	We	evaluate	these	litigation	claims	and	legal	proceedings	to	assess	the	likelihood	of	unfavorable	
outcomes	and	to	estimate,	if	possible,	the	amount	of	potential	losses.	Based	on	these	assessments	and	
estimates,	we	may	establish	reserves	and/or	disclose	the	relevant	litigation	claims	or	legal	proceedings,	as	and	
when	required	or	appropriate.	These	assessments	and	estimates	are	based	on	information	available	to	

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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	litigation	claims	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	volatile	global	economic	conditions,	particularly	those	that	adversely	impact	
consumer	confidence	and	spending	behavior.

Adverse	macroeconomic	conditions,	including	lower	consumer	confidence,	changes	to	fiscal	and	monetary	
policy,	the	availability	and	cost	of	credit,	and	weakness	in	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.	In	recent	years,	the	United	States,	Europe	and	other	key	global	markets	have	experienced	historically	
high	levels	of	inflation,	which	have	impacted,	among	other	things,	employee	compensation	expenses.	If	inflation	
rates	rise	again	or	continue	to	remain	historically	high	or	further	increase	in	those	locations	where	inflation	rates	
remain	elevated,	it	will	likely	affect	our	expenses,	and	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.	Other	events	and	trends	that	could	
result	in	decreased	levels	of	consumer	confidence	and	discretionary	spending	include	a	general	economic	
downturn,	recessionary	concerns,	high	unemployment	levels,	and	increased	interest	rates,	as	well	as	any	sudden	
disruption	in	business	conditions.	Additionally,	geopolitical	developments,	such	as	wars	in	Ukraine	and	the	
Middle	East,	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.

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,	2023,	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.	Further,	as	financial	markets	have	become	more	costly	to	access	due	to	increased	interest	rates	
or	other	changes	in	economic	conditions,	our	ability	to	raise	additional	capital	may	be	negatively	impacted,	and	
any	refinancing	or	restructuring	could	be	at	higher	interest	rates	and	may	require	us	to	comply	with	more	
onerous	covenants,	which	could	further	restrict	our	business	operations.

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

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

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

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

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

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

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

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

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

We	currently	have	$425	million	of	indebtedness	outstanding	under	our	term	loan	and	no	outstanding	
borrowings	under	our	revolving	credit	agreement.	Borrowings	under	the	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	our	outstanding	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	outstanding	exchangeable	notes	
issued	by	certain	of	our	subsidiaries.	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	outstanding	hedges	relating	to	the	exchangeable	notes	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,	outstanding	warrants	
relating	to	the	exchangeable	notes	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	exchange	of	any	exchangeable	notes	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

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.

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	

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IAC,	and	(2)	IAC/InterActiveCorp,	formerly	known	as	IAC	Holdings,	Inc.	(“IAC”),	consisting	of	Former	IAC’s	
businesses	other	than	Match	Group	(the	“Separation”).	Following	the	completion	of	the	Separation	and	the	
merger	of	Former	Match	Group	into	a	wholly-owned	subsidiary	(“Merger	Sub”)	of	Former	IAC	(the	“Merger”),	
Former	Match	Group’s	successor	became	a	wholly-owned	subsidiary	of	Match	Group	and	most	of	Former	IAC’s	
existing	other	subsidiaries	came	to	be	held	under	a	separate	public	company.	Former	IAC	and	IAC	received	
opinions	from	outside	counsel	that	the	Separation	and	related	transactions	taken	together,	and	the	Merger,	
were	tax-free	for	U.S.	federal	income	tax	purposes.	These	opinions	were	based	upon	and	rely	on	various	facts	
and	assumptions,	as	well	as	certain	representations	and	undertakings	of	Former	IAC,	Former	Match	Group,	IAC,	
and	Match	Group,	including	relating	to	the	past	and	future	conduct	of	Former	IAC,	Former	Match	Group,	IAC,	
and	Match	Group.	If	any	of	these	representations	or	undertakings	is,	or	becomes,	inaccurate	or	incomplete,	or	if	
any	of	the	representations	or	covenants	contained	in	any	of	the	transaction-related	agreements	or	in	any	
document	relating	to	the	opinions	of	counsel	is,	or	becomes,	inaccurate	or	is	not	complied	with	by	Former	IAC,	
Former	Match	Group,	IAC,	Match	Group,	or	any	of	their	respective	subsidiaries,	the	opinions	of	counsel	may	be	
invalid	and	the	conclusions	reached	therein	could	be	jeopardized.

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

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	certain	agreements	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.

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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	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,	2023,	2022,	and	2021.	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	plan	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.

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;

• 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.

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	

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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	an	
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.

Item	1B.	Unresolved	Staff	Comments

None.

Item	1C.	Cybersecurity

Risk	Management	and	Strategy	

Match	Group	maintains	an	enterprise-wide	information	security	program	designed	to	identify,	protect	
against,	detect,	respond	to,	and	manage	reasonably	foreseeable	cybersecurity	risks	and	threats.	Our	information	
security	teams,	led	by	our	Senior	Vice	President,	Security	Engineering,	are	responsible	for	assessing	and	
managing	our	exposure	to	information	security	risks,	including	by:

• Implementing	and	enforcing	physical,	operational	and	technical	security	policies,	procedures	and	

controls;

• Conducting,	and	engaging	independent	third-party	experts	to	conduct,	regular	internal	and	external	

security	assessments	and	audits,	including	assessments	of	the	security	posture	of	third-party	vendors	
and	partners;

• Collaborating	with	our	development	teams	to	engineer	and	integrate	security	throughout	the	product	

development	lifecycle;

• Implementing	scalable	and	continuous	data	protection	practices;	and

• Detecting,	monitoring,	investigating,	and	responding	to	potential	security	threats	and	incidents.

With	a	focus	on	both	product	and	enterprise	security,	the	security	program	has	been	set	up	to	protect	our	
information	systems	from	cybersecurity	threats	as	part	of	our	development	lifecycles	and	our	ongoing	business	
operations.	We	implement	various	technical	and	operational	processes	to	help	prevent,	identify,	escalate,	
investigate,	resolve,	and	recover	from	vulnerabilities	and	security	incidents	in	a	timely	manner.	These	include,	
but	are	not	limited	to,	monitoring	and	detection	tools,	internal	and	third-party	penetration	testing,	continuous	
testing	by	a	dedicated	red	team,	a	comprehensive	bug	bounty	program	to	allow	security	researchers	to	assist	us	
in	identifying	vulnerabilities	in	our	services	before	they	are	exploited,	and	annual	and	ongoing	security	
awareness	training	for	employees.

We	have	implemented	cybersecurity	controls	to	detect	and	address	threats	arising	from	our	use	of	third-

party	service	providers.	Security	risk	assessments	are	conducted	during	onboarding,	contract	renewal,	and	when	
an	increased	risk	profile	is	identified.	We	also	require	specified	security	controls	and	other	responsibilities	from	
our	service	providers	and	we	investigate	security	incidents	affecting	them	as	deemed	necessary.

Our	policies,	standards,	processes	and	practices	for	assessing,	identifying,	and	managing	material	risks	from	

cybersecurity	threats	are	integrated	into	our	overall	risk	management	program	and	are	based	on	frameworks	
established	by	the	International	Organization	for	Standardization	(“ISO”)	and	other	applicable	industry	
standards.	Our	cybersecurity	policies,	standards,	processes	and	practices	are	regularly	assessed	by	consultants	
and	external	auditors.	These	assessments	include	a	variety	of	activities,	including	information	security	maturity	
assessments,	audits	and	independent	reviews	of	our	information	security	control	environment	and	operating	
effectiveness.	Cybersecurity	processes	are	adjusted	based	on	the	information	provided	from	these	assessments.	
We	have	also	obtained	industry	certifications	and	attestations	that	demonstrate	our	dedication	to	protecting	the	
data	our	users	entrust	to	us,	including	Tinder	obtaining	certification	for	its	Information	Security	Management	
System	(ISMS)	under	the	ISO/IEC	27001:2022	standard.

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We	conduct	regular	reviews	and	tests	of	our	information	security	program	and	leverage	audits	by	our	
internal	audit	team	and	ongoing	testing	by	our	red	team.	We	employ	external	services	to	conduct	tabletop	
exercises,	penetration	and	vulnerability	testing,	simulations,	and	other	exercises	to	evaluate	the	effectiveness	of	
our	information	security	program	and	improve	our	security	measures	and	planning	across	Match	Group’s	
businesses.	The	results	of	these	assessments	are	reported	to	the	Audit	Committee	of	our	Board	of	Directors.

We	have	established	standardized	and	comprehensive	incident	response	and	recovery	plans	across	Match	

Group’s	businesses.	Our	incident	response	and	recovery	plans	address	—	and	guide	our	employees,	
management,	and	our	Board	of	Directors	on	—	our	response	to	a	cybersecurity	incident,	and	our	procedures	
with	regard	to	material	incidents.	We	regularly	test	and	evaluate	the	effectiveness	of	our	incident	response	
process.

Our	systems	periodically	experience	directed	attacks	intended	to	lead	to	interruptions	and	delays	in	our	

service	and	operations	as	well	as	loss,	misuse	or	theft	of	personal	information	(of	third	parties,	employees,	and	
our	users)	and	other	data,	confidential	information	or	intellectual	property.

We	have	not	identified	risks	from	cybersecurity	threats,	including	from	previous	cybersecurity	incidents,	

that	have	materially	affected	us.	However,	we	face	ongoing	risks	from	cybersecurity	threats	that,	if	realized,	are	
reasonably	likely	to	materially	affect	our	business	strategy,	results	of	operations,	or	financial	condition.	Any	
significant	disruption	to	our	service	or	unauthorized	access	to	our	systems	could	result	in	a	loss	of	users	and	
adversely	affect	our	business,	financial	condition,	and	results	of	operations.	Further,	a	penetration	of	our	
systems	or	a	third-party’s	systems	or	other	misappropriation	or	misuse	of	personal	information	could	subject	us	
to	business,	regulatory,	litigation	and	reputation	risk,	which	could	have	a	negative	effect	on	our	business,	
financial	condition,	and	results	of	operations.	While	Match	Group	maintains	cybersecurity	insurance,	the	costs	
related	to	cybersecurity	threats	or	disruptions	may	not	be	fully	insured.	For	additional	discussion	of	
cybersecurity	risks,	see	“Item	1A	Risk	factors—Risks	relating	to	our	business—We	may	not	be	able	to	protect	our	
systems	and	infrastructure	from	cyberattacks	and	may	be	adversely	affected	by	cyberattacks	experienced	by	
third	parties.”

Governance

Board	Oversight

Our	Board	of	Directors,	in	coordination	with	the	Audit	Committee,	oversees	our	management	of	

cybersecurity	risk,	including	our	annual	enterprise	risk	assessment,	where	we	assess	key	risks	within	the	
company,	including	security	and	technology	risks	and	cybersecurity	threats.	The	Audit	Committee	directly	
oversees	our	cybersecurity	program.	The	Audit	Committee	receives	quarterly	cybersecurity	updates	from	
management,	including	risk	assessments,	progress	of	risk	reduction	initiatives,	external	auditor	feedback,	control	
maturity	assessments,	and	relevant	internal	and	industry	cybersecurity	incidents.	Cybersecurity	reviews	by	the	
Audit	Committee	or	the	Board	of	Directors	generally	occur	quarterly,	or	more	frequently	as	determined	to	be	
necessary	or	advisable.

Management’s	Role

Our	cybersecurity	program	is	managed	by	our	SVP,	Security	Engineering,	who	reports	to	our	Chief	Business	

Affairs	and	Legal	Officer.	Our	SVP,	Security	Engineering,	has	over	20	years	of	industry	experience,	including	
serving	in	similar	roles	leading	and	overseeing	cybersecurity	programs	at	other	public	companies.	Our	
information	security	program	encompasses	partnerships	among	teams	that	are	responsible	for	cyber	
governance,	prevention,	detection	and	remediation	activities	within	our	cybersecurity	environment.	Team	
members	have	relevant	certifications,	educational	and	industry	experience,	including	experience	holding	similar	
positions	at	other	large	technology	companies.	The	information	security	teams	provide	regular	reports	to	senior	
management	and	other	relevant	teams	on	various	cybersecurity	threats,	assessments	and	findings.	Our	
information	security	leadership	reports	directly	to	the	Audit	Committee	or	the	Board	of	Directors	on	our	
cybersecurity	program	and	efforts	to	prevent,	detect,	mitigate,	and	remediate	issues.	We	also	maintain	an	
escalation	process	to	inform	senior	management	and	the	Board	of	Directors	of	material	issues	and	make	
determinations	with	respect	to	any	required	disclosures.

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Table	of	Contents

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,	entered	into	in	connection	with	our	separation	from	IAC/
InterActiveCorp,	now	known	as	IAC	Inc.	(“IAC”),	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	were	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	
subsumed	the	proposed	settlement	class	in	Candelore,	the	judgment	in	Kim	effectively	rendered	Candelore	a	
single-plaintiff	lawsuit.	On	March	4,	2022,	the	trial	court	granted	final	approval	of	the	settlement	agreement,	the	
terms	of	which	were	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.

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.	On	December	5,	2023,	the	Ninth	Circuit	issued	an	opinion	reversing	the	Kim	
settlement.	On	January	2,	2024,	the	mandate	of	the	decision	was	issued.	The	only	remaining	claim	in	the	Kim	
case	is	Kim’s	individual	claim.	In	Candelore,	the	stay	was	lifted.	We	believe	that	we	have	strong	defenses	to	the	
allegations	in	the	Candelore	lawsuit	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	

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identified	those	subscriber	accounts	as	potentially	fraudulent,	thereby	inducing	non-paying	users	to	subscribe	
and	exposing	them	to	the	risk	of	fraud	should	they	subscribe.	The	complaint	also	challenges	the	adequacy	of	
Match.com’s	disclosure	of	the	terms	of	its	six-month	guarantee,	the	efficacy	of	its	cancellation	process,	and	its	
handling	of	chargeback	disputes.	The	complaint	seeks	among	other	things	permanent	injunctive	relief,	civil	
penalties,	restitution,	disgorgement,	and	costs	of	suit.	On	March	24,	2022,	the	court	granted	our	motion	to	
dismiss	with	prejudice	on	Claims	I	and	II	of	the	complaint	relating	to	communication	notifications	and	granted	
our	motion	to	dismiss	with	respect	to	all	requests	for	monetary	damages	on	Claims	III	and	IV	relating	to	the	
guarantee	offer	and	chargeback	policy.	On	July	19,	2022,	the	FTC	filed	an	amended	complaint	adding	Match	
Group,	LLC	as	a	defendant.	On	September	11,	2023,	both	parties	filed	motions	for	summary	judgment.	We	
believe	we	have	strong	defenses	to	the	FTC’s	claims	regarding	Match.com’s	practices,	policies,	and	procedures	
and	will	continue	to	defend	vigorously	against	them.

Irish	Data	Protection	Commission	Inquiry	Regarding	Tinder’s	Practices

On	February	3,	2020,	we	received	a	letter	from	the	Irish	Data	Protection	Commission	(the	“DPC”)	notifying	

us	that	the	DPC	had	commenced	an	inquiry	examining	Tinder’s	compliance	with	the	EU’s	General	Data	
Protection	Regulation	(“GDPR”),	focusing	on	Tinder’s	processes	for	handling	access	and	deletion	requests	and	
Tinder’s	user	data	retention	policies.	On	January	8,	2024,	the	DPC	provided	us	with	a	preliminary	draft	decision	
alleging	that	certain	of	Tinder’s	access	and	retention	policies,	largely	relating	to	protecting	the	safety	and	privacy	
of	Tinder’s	users,	violate	GDPR	requirements.	Our	response	to	the	preliminary	draft	decision	is	due	by	March	15,	
2024.	We	believe	we	have	strong	defenses	to	these	claims	and	will	defend	vigorously	against	them.

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	we	
have	strong	defenses	to	the	allegations	in	this	lawsuit	and	the	appeal	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	we	have	strong	
defenses	to	the	FTC's	investigation	and	petition	to	enforce	and	will	defend	vigorously	against	them.

Bardaji	Securities	Class	Action

On	March	6,	2023,	a	Match	Group	shareholder	filed	a	complaint	in	federal	district	court	in	Delaware	
against	Match	Group,	Inc.,	its	Chief	Executive	Officer,	its	former	Chief	Executive	Officer,	and	its	President	and	
Chief	Financial	Officer	seeking	to	recover	unspecified	monetary	damages	on	behalf	of	a	class	of	acquirers	of	
Match	Group	securities	between	November	3,	2021	and	January	31,	2023.	See	Leopold	Riola	Bardaji	v.	Match	
Group,	Inc.	et	al,	No.	1:23-cv-00245-UNA	(District	of	Delaware).	The	complaint	alleges	that	Match	Group,	Inc.	
misrepresented	and/or	failed	to	disclose	that	its	Tinder	business	was	not	effectively	executing	on	its	new	
product	initiatives;	as	a	result,	Tinder	was	not	on	track	to	deliver	its	planned	product	initiatives	in	2022;	and	
therefore,	Match	Group,	Inc.’s	statements	about	its	Tinder’s	business,	product	initiatives,	operations,	and	

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prospects	lacked	a	reasonable	basis.	On	July	24,	2023,	lead	plaintiff	Northern	California	Pipe	Trades	Trust	Funds	
filed	an	amended	complaint.		The	amended	complaint	added	allegations	regarding	misrepresentations	relating	
to	Match	Group's	acquisition	of	Hyperconnect	and	the	business'	subsequent	integration	and	performance.	On	
September	20,	2023,	defendants	filed	a	motion	to	dismiss.	We	believe	that	we	have	strong	defenses	to	the	
allegations	in	this	lawsuit	and	will	defend	vigorously	against	them.

Item	4.	Mine	Safety	Disclosure

Not	applicable.

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Table	of	Contents

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,	2024,	there	were	982	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,	2018	through	December	31,	2023.	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

12/31/2018

12/31/2019

12/31/2020

12/31/2021

12/31/2022

12/31/2023

Match	Group,	Inc.

$100.00

$191.98

$353.50

$309.21

$97.01

$85.34

NASDAQ	Composite	Index	

$100.00

$136.73

$198.33

$242.38

$163.58

$236.70

Russell	1000	Technology	Index

$100.00

$147.22

$215.97

$296.24

$193.71

$323.27

S&P	500	Index

$100.00

$131.47

$155.65

$200.29

$163.98

$207.04

32

Match Group, Inc.NASDAQ Composite IndexRussell 1000 Technology IndexS&P 500 Index12/31/201812/31/201912/31/202012/31/202112/31/202212/31/2023$0$100$200$300$400Table	of	Contents

Issuer	Purchases	of	Equity	Securities

The	following	table	sets	forth	purchases	by	the	Company	of	its	common	stock	during	the	quarter	ended	

December	31,	2023:

Period
October	2023

November	2023

December	2023

Total

(a)
Total	Number	of	
Shares	Purchased

(b)
Average	Price	Paid	
Per	Share

—	 $	

2,406,889	 $	

829,396	 $	

3,236,285	 $	

—	

30.75	

32.64	

31.24	

______________________

(c)
Total	Number	of	Shares	
Purchased	as	Part	of	Publicly	
Announced	Plans	or	Programs(1)

(d)
Maximum	Approximate	Dollar	
Value	of	Shares	that	May	Yet	Be	
Purchased	Under	Publicly	
Announced	Plans	or	Programs(2)

—	 $	

2,406,889	

829,396	

3,236,285	 $	

667,394,650	

593,378,490	

566,304,056	

566,304,056	

(1) Reflects	repurchases	made	pursuant	to	the	$1.0	billion	share	repurchase	program	authorized	in	April	
2023	(the	“2023	Share	Repurchase	Program”).	On	January	30,	2024,	the	Board	of	Directors	of	the	
Company	approved	a	new	share	repurchase	program	of	up	to	$1.0	billion	in	aggregate	value	of	shares	
of	Match	Group	stock	(the	“2024	Share	Repurchase	Program”).	The	2024	Share	Repurchase	Program	
replaces	the	2023	Share	Repurchase	Program.

(2) Represents	the	aggregate	value	of	shares	of	common	stock	that	remained	available	for	repurchase	

pursuant	to	the	2023	Share	Repurchase	Program.

Item	6.				Reserved

Not	applicable.

33

	
	
	
	
	
	
	
	
	
	
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	(ceased	
operations	in	June	2023),	but	excludes	Turkey	(which	is	included	in	APAC	and	Other).

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

• Match	Group	Asia	(“MG	Asia”)	consists	of	the	brands	primarily	focused	on	Asia	and	the	Middle	East	

including	Pairs™	and	Azar®.

•

•

•

•

•

Evergreen	&	Emerging	(“E&E”)	consists	primarily	of	the	brands	Match®,	Meetic®,	OkCupid®,	Plenty	Of	
Fish®,	and	BLK®.

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,	hosting	fees,	
compensation	expense	(including	stock-based	compensation	expense)	and	other	employee-related	
costs	for	personnel	engaged	in	data	center	and	customer	care	functions,	live	video	costs,	credit	card	
processing	fees,	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,	and	production	of	advertising	content.	

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

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

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Table	of	Contents

Long-term	debt:

•

•

•

•

•

•

•

•

•

•

Credit	Facility	-	The	revolving	credit	facility	under	the	credit	agreement	of	MG	Holdings	II.	At	
December	31,	2023,	there	was	$0.4	million	outstanding	in	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,	the	Term	Loan	bore	interest	at	LIBOR	plus	1.75%	and	the	then	applicable	rate	was	6.49%.	
Effective	June	30,	2023,	we	entered	into	an	amendment	to	replace	the	LIBOR	rate	with	a	term	secured	
overnight	financing	rate	plus	an	applicable	adjustment	(“Adjusted	Term	SOFR”)	for	future	repricing	
events	under	the	Term	Loan.	As	of	December	31,	2023,	$425	million	was	outstanding	under	the	Term	
Loan,	which	bore	interest	at	7.27%	based	on	the	Adjusted	Term	SOFR	plus	1.75%.

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,	
2023,	$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,	2023,	$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,	
2023,	$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,	2023,	$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,	2023,	
$500	million	aggregate	principal	amount	was	outstanding.

2022	Exchangeable	Notes	-	The	0.875%	Exchangeable	Senior	Notes	issued	by	Match	Group	FinanceCo,	
Inc.,	a	subsidiary	of	the	Company,	which	were	settled	prior	to	December	31,	2022	and	are	no	longer	
outstanding.

2026	Exchangeable	Notes	-	The	0.875%	Exchangeable	Senior	Notes	due	June	15,	2026	issued	by	Match	
Group	FinanceCo	2,	Inc.,	a	subsidiary	of	the	Company,	which	are	exchangeable	into	shares	of	the	
Company's	common	stock.	Interest	is	payable	each	June	15	and	December	15.	At	December	31,	2023,	
$575	million	aggregate	principal	amount	was	outstanding.

2030	Exchangeable	Notes	-	The	2.00%	Exchangeable	Senior	Notes	due	January	15,	2030	issued	by	
Match	Group	FinanceCo	3,	Inc.,	a	subsidiary	of	the	Company,	which	are	exchangeable	into	shares	of	
the	Company's	common	stock.	Interest	is	payable	each	January	15	and	July	15.	At	December	31,	2023,	
$575	million	aggregate	principal	amount	was	outstanding.

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.

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Table	of	Contents

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®,	BLK®,	and	more,	each	built	to	increase	our	users’	likelihood	of	
connecting	with	others.	Through	our	trusted	brands,	we	provide	tailored	services	to	meet	the	varying	
preferences	of	our	users.	Our	services	are	available	in	over	40	languages	to	our	users	all	over	the	world.

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	week	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

Each	brand	in	our	portfolio	has	the	goal	of	using	technology	to	help	people	make	meaningful	connections.	

While	the	goal	is	the	same	for	each	brand,	the	means	to	achieve	that	goal	can	be	differentiated	by	how	a	specific	
brand	targets	their	primary	demographic.	With	users	of	our	apps	often	utilizing	multiple	apps,	our	brands	can	
often	have	overlap	on	targeted	users.	The	overall	trends	affecting	all	brands	within	our	portfolio,	include	the	
following:

Increase	in	acceptance	and	growth	of	technologies	to	meet	people	globally.	Over	the	past	decade,	there	
has	been	meaningful	growth	in	the	use	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,	we	believe	there	remains	potential	
for	accelerating	growth	in	the	use	of	these	technologies	in	certain	global	markets	where	adoption	lags	more	
developed	countries.	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,	by	harnessing	a	new	technology,	such	as	
generative	artificial	intelligence	(“AI”)	or	a	new	or	existing	distribution	channel,	creating	a	new	or	different	
approach	to	connecting	people,	or	some	other	means.

In-App	Purchase	Fees.		Purchases	made	by	our	customers	through	mobile	applications,	as	opposed	to	
desktop	or	mobile	web,	continue	to	increase,	and	are	required	in	most	cases	to	be	processed	through	the	in-app	
payment	systems	provided	by	Apple	and	Google.	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%	or,	for	subscriptions	
purchased	on	Android	devices,	15%)	of	the	revenue	we	receive	from	these	transactions.	Where	payments	on	
Android	devices	are	processed	through	other	payment	systems,	we	are	also	required	to	pay	Google	a	meaningful	
share	of	our	revenue.	However	we	have	entered	into	a	partnership	with	Google	that	will	provide	value	exchange	
across	our	broad	relationship	with	them,	which	we	expect	to	help	offset	the	additional	costs	that	our	brands	
expect	to	incur	over	the	three	years	starting	in	2024	associated	with	implementing	Google’s	User	Choice	Billing	
system,	which	allows	application	developers	to	offer	an	additional	billing	system	alongside	Google	Play’s	billing	
system.	Additionally,	while	Apple	was	recently	forced	to	change	its	rules	in	the	U.S.	marketplace	on	anti-steering	
to	allow	for	payment	processing	outside	its	payment	systems,	Apple	has	stated	that	it	will	still	charge	up	to	27%	
for	those	transactions.	We	do	not	expect	to	realize	any	meaningful	decrease	in	app	store	fees	in	the	U.S.	market	
as	a	result	of	this	change.	In	the	EU,	the	Digital	Markets	Act	is	set	to	go	into	effect	in	March	2024.	Apple	has	

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Table	of	Contents

submitted	its	plan	for	compliance,	which	would	lower	the	30%	service	fee	in	the	EU	to	17%	for	our	applications,	
but	would	also	add	a	payment	processing	fee	of	3%,	as	well	as	a	0.50	Euro	fee	per	download	(including	updates)	
per	year.	Apple’s	plan	is	subject	to	approval	by	EU	regulators.	For	additional	information,	see	“Item	1	Business—
Dependencies	on	services	provided	by	others—App	Stores.”

Implementing	new	technologies	that	enhance	our	user	experience.	We	expect	new	technologies,	including	

those	utilizing	generative	AI,	to	continue	to	drive	user	engagement.	As	new	technologies	develop	we	evaluate	
whether	those	technologies	can	be	incorporated	into	our	apps	to	enhance	the	user	experience.	We	are	planning	
to	further	integrate	AI	technologies	into	our	services,	which	integrations	may	become	important	to	our	
operations	over	time.	The	rapid	evolution	of	AI	will	require	the	dedication	of	significant	resources	to	develop,	
test,	and	maintain	these	technologies.	We	expect	other	technologies	to	evolve	and	be	tested	in	our	services	and	
incorporated	into	our	apps	in	the	future.

In	addition	to	the	trends	affecting	our	overall	portfolio,	some	of	our	individual	brands	are	affected	by	

certain	other	trends,	including	the	following:

Tinder.	When	Tinder	was	first	developed,	the	smart	phone	provided	a	unique	way	of	offering	connections	
that	traditional	desktop-based	services	did	not	offer.	Tinder	was	able	to	capitalize	on	the	rise	in	the	use	of	smart	
phones	and	with	its	younger	audience	was	able	to	achieve	considerable	scale	through	word-of-mouth	and	viral	
moments	on	social	media	without	the	need	to	supplement	with	significant	brand	marketing.	As	the	availability	of	
services	catering	to	human	connections	has	increased,	we	have	begun	to	supplement	Tinder’s	viral	growth	with	
brand	marketing	to	build	out	Tinder’s	brand	narrative	and	grow	the	size	of	its	user	base,	which	has	resulted	in	an	
increase	in	selling	and	marketing	expense	at	Tinder.	Recently,	Tinder	has	experienced	a	decline	in	user	growth,	
with	plans	to	return	to	growth	with	product	initiatives	that	focus	on	the	female	experience	and	younger	users.

Hinge.	Hinge	has	developed	a	strong	user	base	in	English	speaking	markets	and	began	expanding	into	
European	markets	in	the	latter	half	of	2022.	Its	strong	user	growth	in	English	speaking	and	other	European	
markets	has	helped	to	contribute	to	a	high	level	of	revenue	growth,	which	we	expect	will	continue	into	the	
coming	years.	As	Hinge	continues	to	expand	its	footprint	globally,	we	intend	to	continue	to	focus	on	adding	new	
features	to	its	service	to	continue	to	drive	user	satisfaction	for	its	target	audience	of	intentioned	daters,	and	to	
drive	additional	opportunities	for	monetization.	In	the	near	term,	we	expect	to	continue	to	make	investments	in	
the	business	to	support	this	growth,	including	investments	in	product	development	as	well	as	brand	marketing.

MG	Asia.	The	focus	of	the	MG	Asia	brands	has	primarily	been	to	serve	various	Asian	and	Middle	Eastern	
markets.	Plans	to	grow	revenue	include	further	expansion	by	certain	brands	into	the	European	and	U.S.	markets.	
In	Japan,	our	Pairs	brand	recently	won	approval	to	begin	advertising	on	television.	While	the	results	of	that	
advertising	are	still	preliminary,	early	signs	have	been	encouraging.	We	expect	the	advertising	to	increase	Pairs’	
brand	recognition	while	we	work	to	grow	users	through	various	product	initiatives	and	by	partnering	with	local	
government	to	improve	declining	marriage	rates	in	the	country.	Our	Azar	app,	which	provides	one	to	one	video	
chat,	has	a	strong	presence	in	Asia	and	the	Middle	East	and	is	expanding	in	Europe	and	to	the	U.S.	Our	Hakuna	
app	provides	live	streaming	services	primarily	in	Korea	and	Japan.

Evergreen	&	Emerging.	Our	collections	of	brands	within	E&E	include	well-known	pioneers	in	online	
relationships	(which	we	refer	to	as	Evergreen	brands)	and	newer	bets	which	target	specific	demographics	(which	
we	refer	to	as	Emerging	brands).	Revenues	from	the	Evergreen	brands	have	declined	in	recent	years,	while	
Emerging	brands	are	in	the	early	stages	of	growth	and	in	many	cases	are	relying	on	marketing	to	increase	the	
size	of	their	user	base.	In	2023,	we	began	a	multi-year	process	of	consolidating	technology	platforms	across	
various	Evergreen	brands	to	enable	faster	feature	releases	and	to	reduce	the	cost	to	further	develop	and	
maintain	those	platforms.

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	social	media	sites,	streaming	
services,	search	engines,	and	influencers.	Additionally,	some	brands	utilize	out-of-home	marketing	campaigns,	
such	as	on	television	and	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	

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Table	of	Contents

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	
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	

54%	and	55%	of	our	total	revenue	for	the	years	ended	December	31,	2023	and	2022,	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.

2023	Consolidated	Results

In	2023,	total	revenue	grew	6%,	operating	income	increased	78%,	and	Adjusted	Operating	Income	grew	
11%	year-over-year.	Revenue	growth	was	primarily	due	to	strong	growth	at	Tinder	and	Hinge.	Operating	income	
and	Adjusted	Operating	Income	were	positively	affected	by	the	increase	in	revenue	and	decreases	in	general	and	
administrative	expenses	primarily	related	to	decreases	in	legal	and	other	professional	fees.	Those	positive	
effects	were	partially	offset	by	increases	in	selling	and	marketing	spend	at	Tinder	and	Hinge	and	increases	in	
product	development	expense	primarily	due	to	an	increase	in	compensation	expense.	Operating	income	further	
benefited	from	decreases	in	impairment	and	amortization	expense	compared	to	2022,	during	which	there	was	
an	impairment	of	certain	intangible	assets.	That	benefit	was	partially	offset	by	increased	stock-based	
compensation	expense	primarily	due	to	new	stock-based	awards	granted	during	the	year.

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Table	of	Contents

Results	of	Operations	for	the	years	ended	December	31,	2023,	2022	and	2021

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,	2022	compared	to	the	year	ended	December	31,	2021,	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,	2022,	filed	with	the	SEC	on	February	24,	2023.

2023

Change

%	Change

2022

Change

%	Change

2021

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

$	1,744,586	 $	 115,517	
84,527	
(22,134)	
177,910	
(2,249)	
$	3,364,504	 $	 175,661	

933,413	
630,132	
	 3,308,131	
56,373	

Tinder
Hinge
MG	Asia
Evergreen	&	Emerging

Total	Direct	Revenue

$	1,917,629	 $	 123,162	
112,817	
(19,123)	
(38,946)	
$	3,308,131	 $	 177,910	

396,485	
302,591	
691,426	

Percentage	of	Total	Revenue:
Direct	Revenue:

Americas
Europe
APAC	and	Other
Total	Direct	Revenue
Indirect	Revenue
Total	Revenue

Payers:

Americas
Europe
APAC	and	Other

Total

52%
28%
18%
98%
2%
100%

7,579	
4,462	
3,561	
15,602	

(590)	
(137)	
(7)	
(734)	

(Change	calculated	using	non-rounded	numbers)
RPP:

Americas
Europe
APAC	and	Other

Total

$	
$	
$	
$	

19.18	 $	
17.43	 $	
14.75	 $	
17.67	 $	

2.56	
2.05	
(0.49)	
1.70	

$	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	
53,072	
(77,562)	
$	3,130,221	 $	 207,350	

283,668	
321,714	
730,372	

8%
3%
11%
7%
(3)%
7%

9%
44%
20%
(10)%
7%

$	 1,512,057	
821,827	
588,987	
	 2,922,871	
60,406	
$	 2,983,277	

$	 1,649,757	
196,538	
268,642	
807,934	
$	 2,922,871	

51%
27%
20%
98%
2%
100%

8,169	
4,599	
3,568	
16,336	

160	
110	
581	
851	

$	
$	
$	
$	

16.62	 $	
15.38	 $	
15.24	 $	
15.97	 $	

0.89	
0.13	
(1.19)	
0.24	

2%
2%
19%
5%

6%
1%
(7)%
2%

51%
27%
20%
98%
2%
100%

8,009	
4,489	
2,987	
15,485	

$	
$	
$	
$	

15.73	
15.25	
16.43	
15.73	

7%
10%
(3)%
6%
(4)%
6%

7%
40%
(6)%
(5)%
6%

(7)%
(3)%
—%
(4)%

15%
13%
(3)%
11%

39

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022	

Americas	Direct	Revenue	grew	$115.5	million,	or	7%,	in	2023	versus	2022,	driven	by	15%	growth	in	RPP,	

partially	offset	by	a	7%	decrease	in	Payers.	RPP	growth	was	driven	by	both	higher	average	prices	paid	for	
subscriptions	at	Tinder	due	to	pricing	optimizations	and	the	introduction	of	weekly	subscription	offerings.	
Additionally,	we	saw	increased	average	prices	paid	by	subscribers	at	Hinge	and	increased	average	á	la	carte	
purchases	per	Payer	at	Tinder.	The	decrease	in	Payers	was	primarily	driven	by	decreases	at	Tinder	due	to	pricing	
optimizations,	as	well	as	decreases	in	Payers	at	Match	and	OkCupid,	partially	offset	by	increased	Payers	at	Hinge.

Europe	Direct	Revenue	grew	$84.5	million,	or	10%,	in	2023	versus	2022,	driven	by	13%	growth	in	RPP,	

partially	offset	by	a	3%	decrease	in	Payers.	RPP	growth	was	driven	by	higher	average	prices	paid	for	
subscriptions	at	Tinder	and	Hinge.	Additionally,	we	saw	increased	average	á	la	carte	purchases	per	Payer	at	
Tinder.	RPP	growth	was	favorably	impacted	by	the	weakening	of	the	U.S.	dollar	against	the	Euro	compared	to	
2022.	The	decrease	in	Payers	was	primarily	due	to	decreases	at	Tinder	and	Meetic,	partially	offset	by	increases	at	
Hinge.

APAC	and	Other	Direct	Revenue	decreased	$22.1	million,	or	3%,	in	2023	versus	2022,	primarily	due	to	a	3%	

decrease	in	RPP,	which	was	unfavorably	impacted	by	the	strength	of	the	U.S.	dollar	compared	to	the	Japanese	
Yen	and	Turkish	Lira.

Tinder	Direct	Revenue	grew	7%	in	2023	versus	2022,	driven	by	growth	in	RPP	due	to	pricing	optimizations	

in	the	U.S.	market	and	new	weekly	subscription	offerings,	partially	offset	by	a	decrease	in	Payers	partially	
attributed	to	the	pricing	optimizations.

Hinge	Direct	Revenue	grew	40%	in	2023	versus	2022,	driven	by	27%	growth	in	Payers	and	10%	growth	in	

RPP.	The	Payer	growth	at	Hinge	was	across	geographies,	but	in	particular	in	the	Americas	and	Europe,	which	was	
a	focus	of	international	expansion	in	2023	for	Hinge.	RPP	increased	as	a	result	of	pricing	optimizations	in	the	U.S.

MG	Asia	Direct	Revenue	declined	6%	in	2023	versus	2022,	driven	by	declines	at	Hakuna	and	Pairs,	partially	

offset	by	growth	at	Azar.

E&E	Direct	Revenue	declined	5%	in	2023	versus	2022,	as	we	continued	to	moderate	marketing	spend	at	

our	Evergreen	brands.	The	decline	at	our	Evergreen	brands	was	partially	offset	by	growth	at	our	Emerging	
brands.

Indirect	Revenue	decreased	$2.2	million	primarily	due	to	a	lower	rate	per	ad	impression	compared	to	the	

prior	year,	partially	offset	by	higher	ad	impressions.

Cost	of	revenue	(exclusive	of	depreciation)

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

Cost	of	revenue
Percentage	of	revenue

$954,014
28%

$(5,949)

(1)%

(Dollars	in	thousands)
$959,963
30%

$120,655

14%

$839,308
28%

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

Cost	of	revenue	decreased	1%	primarily	due	to	a	decrease	in	live	video	costs	of	$22.6	million,	a	decrease	in	

employee	compensation	of	$6.4	million,	and	net	decreases	in	other	expenses	of	$8.3	million,	all	of	which	were	
partially	offset	by	an	increase	in	in-app	purchase	fees	of	$24.2	million	and	an	increase	in	hosting	fees	of	$7.1	
million.	In-app	fees	were	$646.7	million	in	2023.

40

Table	of	Contents

Selling	and	marketing	expense

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

Selling	and	marketing	

expense

Percentage	of	revenue

$586,262
17%

$51,745

10%

$534,517
17%

$(31,942)

(6)%

$566,459
19%

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

Selling	and	marketing	expense	increased	primarily	due	to	higher	marketing	spend	at	Tinder,	Hinge,	and	

certain	Emerging	brands,	partially	offset	by	lower	marketing	spend	at	a	number	of	our	other	brands.

General	and	administrative	expense

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

General	and	administrative	

expense

Percentage	of	revenue

$413,609
12%

$(22,259)

(5)%

$435,868
14%

$21,047

5%

$414,821
14%

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

General	and	administrative	expense	declined	primarily	due	to	a	decrease	in	legal	and	other	professional	
fees	of	$25.5	million	and	a	decrease	in	stock-based	compensation	expense	of	$7.6	million	due	to	forfeitures	of	
equity	awards	and	modification	of	certain	stock-based	awards	in	the	prior	year,	partially	offset	by	an	increase	in	
employee	compensation	of	$15.7	million.

Product	development	expense

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

Product	development	

expense

Percentage	of	revenue

$384,185
11%

$50,546

15%

$333,639
10%

$92,590

38%

$241,049
8%

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

Product	development	expense	increased	primarily	due	to	an	increase	in	compensation	expense	of	$52.0	

million,	including	stock-based	compensation,	due	to	increased	headcount	at	both	Hinge	and	Tinder.

Depreciation

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

Depreciation	
Percentage	of	revenue

$61,807
2%

$18,213

42%

(Dollars	in	thousands)
$43,594
1%

$2,192

5%

$41,402
1%

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

Depreciation	was	higher	in	2023	as	compared	to	2022	primarily	due	to	an	increase	in	internally	developed	

software	placed	in	service.

41

Table	of	Contents

Impairments	and	amortization	of	intangibles

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

Impairments	and	
amortization	of	
intangibles

$	 47,731	 $	(318,526)	

(87)%

$	366,257	 $	337,698	

NM

Percentage	of	revenue

1%

11%

$	 28,559	
1%

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

Impairments	and	amortization	of	intangibles	decreased	primarily	due	to	impairments	of	both	indefinite-

lived	intangible	assets	and	definite-lived	intangible	assets	in	the	prior	period.

Operating	Income	and	Adjusted	Operating	Income

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

Operating	income

$916,896

$401,891

78%

$515,005

$(336,674)

(40)%

$851,679

Percentage	of	revenue

27%

16%

29%

Adjusted	Operating	Income

$1,258,533

$129,797

11%

$1,128,736

$60,280

6%

$1,068,456

Percentage	of	revenue

37%

35%

36%

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,	2023	compared	to	the	year	ended	December	31,	2022

Operating	income	increased	78%	or	$401.9	million,	and	Adjusted	Operating	Income	increased	11%	or	
$129.8	million.	Operating	income	and	Adjusted	Operated	Income	each	benefited	from	the	increase	in	revenue	of	
$175.7	million	which	was	driven	by	growth	at	Tinder	and	Hinge,	and	lower	general	and	administrative	expense	
primarily	related	to	decreases	in	legal	and	other	professional	fees.	That	benefit	was	partially	offset	by	increases	
in	selling	and	marketing	spend	and	an	increase	in	product	development	expense	primarily	due	to	increased	
compensation	expense.	Operating	income	further	benefited	from	decreases	in	impairments	of	intangible	assets	
of	$316.1	million,	partially	offset	by	increased	stock-based	compensation	expense	primarily	due	to	new	stock-
based	awards	granted	during	the	year.

At	December	31,	2023,	there	was	$368.9	million	of	unrecognized	compensation	cost,	net	of	estimated	

forfeitures,	related	to	all	stock-based	awards,	which	is	expected	to	be	recognized	over	a	weighted	average	
period	of	approximately	2.0	years.

Interest	expense

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

Interest	expense

$159,887

$14,340

10%

$145,547

$15,054

12%

$130,493

For	the	year	ended	December	31,	2023	compared	to	the	year	ended	December	31,	2022

Interest	expense	increased	primarily	due	to	a	higher	interest	rate	on	the	Term	Loan	in	the	current	period.

42

Table	of	Contents

Other	income	(expense),	net	

Other	income	(expense),	

net

________________________

NM	=	not	meaningful

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

$19,772

$11,739

146%

$8,033

$473,071

NM

$(465,038)

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

foreign	currency	losses.

Other	income,	net,	in	2022	includes	interest	income	of	$4.4	million,	gains	of	$3.5	million	related	to	
finalization	of	a	legal	settlement,	and	gains	of	$2.7	million	related	to	mark-to-market	adjustments	pertaining	to	
liability	classified	equity	instruments.	These	items	were	partially	offset	by	$2.0	million	in	net	foreign	currency	
losses.

Income	tax	provision	(benefit)

2023

$	Change

%	Change

2022

$	Change

%	Change

2021

Years	Ended	December	31,

(Dollars	in	thousands)

Income	tax	provision	

(benefit)

Effective	income	tax	rate

$125,309
16%

$109,948

NM

$15,361
4%

$35,258

NM

$(19,897)
NM

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,	2023,	the	Company	recorded	an	income	tax	provision	from	continuing	

operations	of	$125.3	million	at	an	effective	tax	rate	of	16%,	which	is	lower	than	the	statutory	rate	primarily	due	
to	(i)	a	release	of	a	valuation	allowance	associated	with	U.S.	foreign	tax	credits	that	we	now	expect	to	utilize,	(ii)	
a	lower	tax	rate	on	U.S.	income	derived	from	foreign	sources,	and	(iii)	the	generation	of	federal	and	state	
research	credits.	These	benefits	were	partially	offset	by	state	income	taxes	and	nondeductible	stock-based	
compensation.

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)	excess	tax	benefits	generated	by	the	exercise	and	vesting	of	stock-based	awards,	(ii)	a	release	of	a	valuation	
allowance	on	certain	foreign	deferred	tax	assets	that	we	expect	to	utilize,	(iii)	favorable	outcomes	of	tax	audits	
and	(iv)	a	lower	tax	rate	on	U.S.	income	derived	from	foreign	sources.	The	benefits	were	partially	offset	by	higher	
state	income	taxes	due	to	higher	taxable	income	in	the	U.S.

A	number	of	countries	are	actively	drafting	legislation	to	implement	the	OECD	international	tax	framework,	

including	the	Pillar	II	minimum	tax	regime	with	effect	from	January	1,	2024	or	later.	The	Company	is	continuing	
to	monitor	these	developments	and	any	potential	impact	on	its	results	of	operations.

43

Table	of	Contents

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.

44

Table	of	Contents

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	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
Impairments	and	amortization	of	intangibles

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

$	

651,539	 $	

361,946	 $	

277,723	

(67)	

—	

125,309	

(19,772)	

159,887	

916,896	

232,099	

61,807	
47,731	

(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	

Adjusted	Operating	Income

$	 1,258,533	 $	 1,128,736	 $	 1,068,456	

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.

45

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

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,	2023	
compared	to	the	year	ended	December	31,	2022:

Revenue,	as	reported

Foreign	exchange	effects

Revenue	excluding	foreign	exchange	effects

Americas	Direct	Revenue,	as	reported

Foreign	exchange	effects

Years	ended	December	31,

2023

$	Change %	Change

2022

(Dollars	in	thousands)

$	3,364,504	 $	175,661	

6%

$	3,188,843	

48,517	

$	3,413,021	 $	224,178	

$	1,744,586	 $	115,517	

13,680	

7%

7%

$	3,188,843	

$	1,629,069	

Americas	Direct	Revenue,	excluding	foreign	exchange	effects

$	1,758,266	 $	129,197	

8%

$	1,629,069	

Europe	Direct	Revenue,	as	reported

Foreign	exchange	effects

$	 933,413	 $	 84,527	

10%

$	 848,886	

(17,628)	

Europe	Direct	Revenue,	excluding	foreign	exchange	effects

$	 915,785	 $	 66,899	

8%

$	 848,886	

APAC	and	Other	Direct	Revenue,	as	reported

Foreign	exchange	effects

$	 630,132	 $	 (22,134)	

(3)%

$	 652,266	

52,307	

APAC	and	Other	Direct	Revenue,	excluding	foreign	exchange	effects

$	 682,439	 $	 30,173	

Tinder	Direct	Revenue,	as	reported

Foreign	exchange	effects

$	1,917,629	 $	123,162	

22,160	

5%

7%

$	 652,266	

$	1,794,467	

Tinder	Direct	Revenue,	excluding	foreign	exchange	effects

$	1,939,789	 $	145,322	

8%

$	1,794,467	

Hinge	Direct	Revenue,	as	reported

Foreign	exchange	effects

$	 396,485	 $	112,817	

40%

$	 283,668	

832	

Hinge	Direct	Revenue,	excluding	foreign	exchange	effects

$	 397,317	 $	113,649	

40%

$	 283,668	

MG	Asia	Direct	Revenue,	as	reported

Foreign	exchange	effects

$	 302,591	 $	 (19,123)	

(6)%

$	 321,714	

24,753	

MG	Asia	Direct	Revenue,	excluding	foreign	exchange	effects

$	 327,344	 $	

5,630	

2%

$	 321,714	

E&E	Direct	Revenue,	as	reported

Foreign	exchange	effects

$	 691,426	 $	 (38,946)	

(5)%

$	 730,372	

614	

E&E	Direct	Revenue,	excluding	foreign	exchange	effects

$	 692,040	 $	 (38,332)	

(5)%

$	 730,372	

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

APAC	and	Other	RPP,	excluding	foreign	exchange	effects

46

Years	ended	December	31,

2023

$	Change %	Change

2022

$	

$	

$	

$	

$	

$	

$	

$	

17.67	 $	

1.70	

11%

0.26	

17.93	 $	

1.96	

12%

19.18	 $	

2.56	

15%

0.15	

19.33	 $	

2.71	

16%

17.43	 $	

2.05	

13%

(0.33)	

17.10	 $	

1.72	

11%

14.75	 $	

(0.49)	

(3)%

1.22	

15.97	 $	

0.73	

5%

$	

$	

$	

$	

$	

$	

$	

$	

15.97	

15.97	

16.62	

16.62	

15.38	

15.38	

15.24	

15.24	

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

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,	
2023

December	31,	
2022

(In	thousands)

$	

647,177	 $	

215,263	

862,440	

6,200	

399,732	

172,663	

572,395	

8,723	

Total	cash	and	cash	equivalents	and	short-term	investments

$	

868,640	 $	

581,118	

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

2026	Exchangeable	Notes	due	June	15,	2026

2030	Exchangeable	Notes	due	January	15,	2030

					Total	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	

575,000	

575,000	

3,875,000	

3,875,000	

3,479	

29,279	

4,366	

34,908	

$	

3,842,242	 $	

3,835,726	

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,

2023

2022

2021

(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

$	 896,791	 $	 525,688	 $	 912,499	

(76,581)	

(71,702)	

(939,825)	

(534,068)	

(689,173)	

111,106	

2023

Net	cash	provided	by	operating	activities	attributable	to	continuing	operations	in	2023	includes	
adjustments	to	earnings	consisting	primarily	of	$232.1	million	of	stock-based	compensation	expense;	$61.8	
million	of	depreciation;	$47.7	million	of	impairments	and	amortization	of	intangibles;	deferred	income	taxes	of	

47

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

$26.6	million;	and	other	adjustments	of	$9.9	million,	which	includes	amortization	of	deferred	financing	costs	of	
$6.5	million.	The	decrease	in	cash	from	changes	in	working	capital	primarily	consists	of	an	increase	in	accounts	
receivable	of	$107.4	million	primarily	related	to	the	timing	of	receipts	and	an	increase	in	revenue	from	app	
stores,	and	a	decrease	in	deferred	revenue	of	$41.2	million	as	weekly	subscriptions	have	increased.	These	
decreases	in	cash	were	partially	offset	by	an	increase	to	working	capital	from	other	assets	of	$25.1	million.

Net	cash	used	in	investing	activities	attributable	to	continuing	operations	in	2023	consists	primarily	of	

capital	expenditures	of	$67.4	million	that	are	primarily	related	to	internal	development	of	software	and	
computer	hardware	to	support	our	services.

Net	cash	used	in	financing	activities	attributable	to	continuing	operations	in	2023	is	primarily	due	to	
purchases	of	treasury	stock	of	$546.2	million	and	payments	of	$5.9	million	of	withholding	taxes	paid	on	behalf	of	
employees	for	net-settled	stock-based	awards.	These	uses	of	cash	were	partially	offset	by	$19.9	million	of	
proceeds	from	the	issuance	of	common	stock	pursuant	to	stock-based	awards.

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	stock-based	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.

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,	2023,	$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.

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	2024	cash	capital	expenditures	will	be	
between	$55	million	and	$65	million,	relatively	flat	to	2023	cash	capital	expenditures.

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Table	of	Contents

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

currently	committed	through	December	2026.	Our	obligations	under	these	various	purchase	commitments,	
which	were	impacted	by	usage	rates	in	2023,	are	$103.2	million	for	2024,	$85.0	million	for	2025,	and	$14.2	
million	for	2026.

The	Company	does	not	have	any	off-balance	sheet	arrangements	at	December	31,	2023,	other	than	those	

described	above.

In	May	2022,	our	Board	of	Directors	approved	a	share	repurchase	program	(the	“2022	Share	Repurchase	

Program”)	to	repurchase	up	to	12.5	million	shares	of	our	common	stock.	On	April	28,	2023,	our	Board	of	
Directors	approved	a	share	repurchase	program	(the	“2023	Share	Repurchase	Program”)	for	the	repurchase	of	
up	to	$1.0	billion	in	aggregate	value	of	shares	of	Match	Group	stock,	which	replaced	the	2022	Share	Repurchase	
Program.	During	the	year	ended	December	31,	2023,	we	repurchased	13.5	million	shares	for	$546.2	million,	on	a	
trade	date	basis,	under	the	2022	and	2023	Share	Repurchase	Programs.

On	January	30,	2024,	the	Board	of	Directors	of	the	Company	approved	a	new	share	repurchase	program	
(the	“2024	Share	Repurchase	Program”)	for	the	repurchase	of	up	to	$1.0	billion	in	aggregate	value	of	shares	of	
Match	Group	stock.	The	2024	Share	Repurchase	Program	replaces	the	2023	Share	Repurchase	Program.	Under	
the	2024	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	2024	Share	Repurchase	Program	may	be	commenced,	suspended	or	discontinued	at	
any	time.	

At	December	31,	2023,	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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Table	of	Contents

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	have	historically	been	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.

Recoverability	of	Goodwill	and	Indefinite-Lived	Intangible	Assets

Goodwill	is	the	Company’s	largest	asset	with	a	carrying	value	of	$2.3	billion	at	each	of	December	31,	2023	

and	2022,	representing	52%	and	56%,	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	
$183.1	million	and	$189.0	million	at	December	31,	2023	and	2022,	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	2023	and	2022	annual	assessments	did	not	identify	any	goodwill	impairments.

The	Company	has	a	negative	carrying	value	for	the	Company’s	annual	goodwill	test	at	both	October	1,	2023	

and	2022.	Additionally,	an	impairment	test	of	goodwill	was	not	necessary	because	there	were	no	factors	
identified	that	would	indicate	an	impairment	loss.	The	Company	continued	to	have	a	negative	carrying	value	at	
December	31,	2023.

The	Company	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,	2023	and	concluded	that	it	was	
more	likely	than	not	that	the	fair	values	of	those	indefinite-lived	intangible	assets	continued	to	exceed	the	
carrying	values.	For	assets	in	which	a	quantitative	assessment	is	performed,	the	Company	determines	the	fair	
value	of	its	indefinite-lived	intangible	assets	using	an	avoided	royalty	discounted	cash	flow	(“DCF”)	valuation	
analysis.	Significant	judgments	inherent	in	this	analysis	include	the	selection	of	appropriate	royalty	and	discount	
rates	and	estimating	the	amount	and	timing	of	expected	future	cash	flows.	The	discount	rates	used	in	the	DCF	
analyses	are	intended	to	reflect	the	risks	inherent	in	the	expected	future	cash	flows	generated	by	the	respective	

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intangible	assets.	The	royalty	rates	used	in	the	DCF	analyses	are	based	upon	an	estimate	of	the	royalty	rates	that	
a	market	participant	would	pay	to	license	the	specific	trade	names	and	trademarks.	The	future	cash	flows	are	
based	on	the	Company’s	most	recent	forecast	and	budget	and,	for	years	beyond	the	budget,	the	Company’s	
estimates	are	based,	in	part,	on	forecasted	growth	rates.	Assumptions	used	in	the	avoided	royalty	DCF	analyses,	
including	the	discount	rate	and	royalty	rate,	are	assessed	at	least	annually	based	on	the	actual	and	projected	
cash	flows	related	to	the	asset,	as	well	as	macroeconomic	and	industry	specific	factors.	The	discount	rates	used	
in	the	Company’s	quantitative	assessments	as	part	of	the	annual	indefinite-lived	impairment	assessment	ranged	
from	15%	to	18%	in	2023	and	12%	to	16%	in	2022,	and	the	royalty	rates	used	ranged	from	3%	to	8%	in	both	2023	
and	2022.

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

equal	to	the	excess	is	recorded.	During	the	year	ended	December	31,	2022,	the	Company	recognized	impairment	
charges	of	$244.3	million	related	to	the	Azar	and	Hakuna	brands	at	Hyperconnect,	$43.9	million	related	to	the	
Meetic	and	Match	brands	in	Europe,	and	$5.5	million	related	to	certain	affinity	brands	in	the	U.S.	These	
impairments	were	primarily	due	to	a	decline	in	projections	related	to	a	lower	outlook	for	the	businesses	at	that	
time,	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,	2023	and	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	
$76.5	million	and	$84.3	million,	respectively.

In	connection	with	the	annual	impairment	assessment,	the	Company	reviews	the	useful	lives	for	intangible	

assets	and	whether	events	or	changes	in	circumstances	indicate	that	an	indefinite	life	may	no	longer	be	
appropriate.	As	of	October	1,	2022,	the	Company	reclassified	certain	indefinite-lived	intangible	assets	with	a	
carrying	value	of	$49.9	million	to	the	definite-lived	intangible	asset	category	because	these	assets	were	no	
longer	considered	to	have	an	indefinite	life.

Recoverability	and	Estimated	Useful	Lives	of	Definite-lived	Intangible	Assets

We	review	the	carrying	value	of	all	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	definite-lived	intangible	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	definite-
lived	intangible	asset	exceeds	its	fair	value.	In	addition,	the	Company	reviews	the	useful	lives	of	its	definite-lived	
intangible	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	definite-lived	intangible	assets	was	$122.7	million	and	$168.7	million,	at	
December	31,	2023	and	2022,	respectively.

Income	Taxes

Match	Group	is	subject	to	income	taxes	in	the	United	States	and	numerous	foreign	jurisdictions.	Significant	

judgment	is	required	in	determining	our	provision	for	income	taxes	and	income	tax	assets	and	liabilities,	
including	evaluating	uncertainties	in	the	application	of	accounting	principles	and	complex	tax	laws.

We	record	a	provision	for	income	taxes	for	the	anticipated	tax	consequences	of	our	reported	results	of	
operations	using	the	asset	and	liability	method.	Under	this	method,	we	recognize	deferred	income	tax	assets	and	
liabilities	for	the	future	tax	consequences	of	temporary	differences	between	the	financial	reporting	and	tax	
bases	of	asset	and	liabilities,	as	well	as	for	net	operating	loss	and	tax	credit	carryforwards.	Deferred	tax	assets	
and	liabilities	are	measured	using	enacted	tax	rates	in	effect	for	the	year	in	which	those	temporary	differences	
are	expected	to	be	realized	or	settled.	We	recognize	the	deferred	income	tax	effects	of	a	change	in	tax	rates	in	
the	period	of	enactment.

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

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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	$232.1	million	and	$203.9	million	for	the	

years	ended	December	31,	2023	and	2022,	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	stock-based	awards	as	part	of	our	acquisition	strategy.	We	accomplish	these	objectives,	in	
part,	by	issuing	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	awards	as	appropriate.	For	example,	we	issue	certain	
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	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	awards,	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,	2023,	the	Company’s	outstanding	long-term	debt	was	$3.9	billion,	of	which	$3.5	billion	

consists	of	Senior	Notes	and	Exchangeable	Senior	Notes	that	bear	interest	at	fixed	rates.	If	market	rates	decline,	
the	Company	runs	the	risk	that	the	required	payments	on	the	fixed-rate	debt	will	exceed	those	on	debt	based	on	
market	rates.	A	100	basis	point	increase	or	decrease	in	the	level	of	interest	rates	would,	respectively,	decrease	
or	increase	the	fair	value	of	the	fixed-rate	debt	by	$141.0	million.	Such	potential	increase	or	decrease	in	fair	
value	is	based	on	certain	simplifying	assumptions,	including	a	constant	level	and	rate	of	fixed-rate	debt	for	all	
maturities	and	an	immediate	across-the-board	increase	or	decrease	in	the	level	of	interest	rates	with	no	other	
subsequent	changes	for	the	remainder	of	the	period.	At	December	31,	2023,	the	$425	million	Term	Loan	bore	
interest	at	a	variable	rate,	Adjusted	Term	SOFR	plus	1.75%.	At	December	31,	2023,	the	rate	in	effect	was	7.27%.	
If	Adjusted	Rate	SOFR	were	to	increase	or	decrease	by	100	basis	points,	then	the	annual	interest	expense	and	
payments	on	the	Term	Loan	would	increase	or	decrease,	respectively,	by	$4.3	million	based	upon	the	
outstanding	balance	and	rate	in	effect	at	December	31,	2023.

Foreign	Currency	Exchange	Risk

The	Company	conducts	business	in	certain	foreign	markets,	primarily	in	various	jurisdictions	in	Europe	and	
Asia.	As	a	result,	we	are	exposed	to	foreign	exchange	risk	related	to	certain	currencies,	primarily	the	Euro,	British	
Pound	(“GBP”),	Japanese	Yen	(“JPY”),	Turkish	Lira	(“TRY”),	and	Argentine	Peso	(“ARS”).

For	the	years	ended	December	31,	2023,	2022	and	2021,	international	revenue	accounted	for	54%,	55%	

and	54%,	respectively,	of	our	consolidated	revenue.	We	have	exposure	to	foreign	currency	exchange	risk	related	
to	transactions	carried	out	in	a	currency	other	than	the	U.S.	dollar,	and	investments	in	foreign	subsidiaries	with	a	
functional	currency	other	than	the	U.S.	dollar.	As	foreign	currency	exchange	rates	change,	translation	of	the	
statement	of	operations	of	our	international	businesses	into	U.S.	dollars	affects	year-over-year	comparability	of	
operating	results.	The	average	Euro	and	GBP	exchange	rates	strengthened	against	the	U.S.	Dollar	by	3%	and	1%,	
respectively,	in	2023	compared	to	2022.	The	average	JPY,	TRY,	and	ARS	exchange	rates	weakened	against	the	
U.S.	Dollar	by	6%,	30%,	and	56%,	respectively,	in	2023	compared	to	2022.	Foreign	currency	exchange	rate	
changes	during	the	years	ended	December	31,	2023	and	2022	negatively	impacted	revenue	by	$48.5	million	and	
$207.9	million,	respectively,	or	1%	and	7%	of	total	revenue	for	each	respective	year.	See	“Non-GAAP	Financial	
Measures”	in	“Item	7—Management’s	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations”	
for	the	definition	of	Revenue	excluding	foreign	exchange	effects	and	a	reconciliation	of	Revenue	to	Revenue	
excluding	foreign	exchange	effects.

Foreign	currency	exchange	losses	included	in	the	Company’s	earnings	for	the	years	ended	December	31,	

2023,	2022	and	2021	are	$7.9	million,	$2.0	million	and	$1.8	million,	respectively.

Foreign	currency	exchange	gains	or	losses	historically	have	not	been	material	to	the	Company.	As	a	result,	

we	have	not	historically	hedged	any	foreign	currency	exposures,	although	we	may	hedge	foreign	currencies	in	
the	future	to	limit	the	impact	of	foreign	currency	exchange	gains	and	losses.	The	continued	growth	and	
expansion	of	our	international	operations	into	new	countries	increases	our	exposure	to	foreign	exchange	rate	
fluctuations.	Significant	foreign	exchange	rate	fluctuations,	in	the	case	of	one	currency	or	collectively	with	other	
currencies,	could	adversely	affect	our	future	results	of	operations.

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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	 sheets	 of	 Match	 Group,	 Inc.	 and	 subsidiaries	 (the	
Company)	 as	 of	 December	 31,	 2023	 and	 2022,	 the	 related	 consolidated	 statements	 of	 operations,	
comprehensive	operations,	shareholders’	equity	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	
December	 31,	 2023,	 and	 the	 related	 notes	 and	 financial	 statement	 schedule	 listed	 in	 the	 Index	 at	 Item	 15(a)	
(collectively	 referred	 to	 as	 the	 “consolidated	 financial	 statements”).	 In	 our	 opinion,	 the	 consolidated	 financial	
statements	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	at	December	31,	2023	
and	 2022,	 and	 the	 results	 of	 its	 operations	 and	 its	 cash	 flows	 for	 each	 of	 the	 three	 years	 in	 the	 period	 ended	
December	31,	2023,	in	conformity	with	U.S.	generally	accepted	accounting	principles.

We	 also	 have	 audited,	 in	 accordance	 with	 the	 standards	 of	 the	 Public	 Company	 Accounting	 Oversight	 Board	
(United	States)	(PCAOB),	the	Company’s	internal	control	over	financial	reporting	as	of	December	31,	2023,	based	
on	 criteria	 established	 in	 Internal	 Control–Integrated	 Framework	 issued	 by	 the	 Committee	 of	 Sponsoring	
Organizations	 of	 the	 Treadway	 Commission	 (2013	 framework),	 and	 our	 report	 dated	 February	 23,	 2024	
expressed	an	unqualified	opinion	thereon.

Basis	for	Opinion

These	financial	statements	are	the	responsibility	of	the	Company’s	management.	Our	responsibility	is	to	express	
an	 opinion	 on	 the	 Company’s	 financial	 statements	 based	 on	 our	 audits.	 We	 are	 a	 public	 accounting	 firm	
registered	with	the	PCAOB	and	are	required	to	be	independent	with	respect	to	the	Company	in	accordance	with	
the	 U.S.	 federal	 securities	 laws	 and	 the	 applicable	 rules	 and	 regulations	 of	 the	 Securities	 and	 Exchange	
Commission	and	the	PCAOB.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	
and	 perform	 the	 audit	 to	 obtain	 reasonable	 assurance	 about	 whether	 the	 financial	 statements	 are	 free	 of	
material	misstatement,	whether	due	to	error	or	fraud.	Our	audits	included	performing	procedures	to	assess	the	
risks	 of	 material	 misstatement	 of	 the	 financial	 statements,	 whether	 due	 to	 error	 or	 fraud,	 and	 performing	
procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a	test	basis,	evidence	regarding	
the	 amounts	 and	 disclosures	 in	 the	 financial	 statements.	 Our	 audits	 also	 included	 evaluating	 the	 accounting	
principles	used	and	significant	estimates	made	by	management,	as	well	as	evaluating	the	overall	presentation	of	
the	financial	statements.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

Critical	Audit	Matter

The	critical	audit	matter	communicated	below	is	a	matter	arising	from	the	current	period	audit	of	the	financial	
statements	 that	 was	 communicated	 or	 required	 to	 be	 communicated	 to	 the	 audit	 committee	 and	 that:	 (1)	
relates	 to	 accounts	 or	 disclosures	 that	 are	 material	 to	 the	 financial	 statements	 and	 (2)	 involved	 our	 especially	
challenging,	subjective	or	complex	judgments.	The	communication	of	the	critical	audit	matter	does	not	alter	in	
any	 way	 our	 opinion	 on	 the	 consolidated	 financial	 statements,	 taken	 as	 a	 whole,	 and	 we	 are	 not,	 by	
communicating	the	critical	audit	matter	below,	providing	a	separate	opinion	on	the	critical	audit	matter	or	on	
the	accounts	or	disclosures	to	which	it	relates.

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Description	of	the	
Matter

How	We	Addressed	the	
Matter	in	Our	Audit

Revenue	Recorded	in	a	Highly	Automated	Environment

from	 users	

is	 primarily	 derived	 directly	

As	 more	 fully	 described	 in	 Note	 2	 to	 the	 consolidated	 financial	 statements,	 the	
Company’s	 revenue	
for	 recurring	
subscriptions	to	branded	services.	Revenue	is	also	earned	from	the	purchase	of	à	la	
carte	features	by	users,	which	is	recognized	based	on	usage.	Direct	Revenue,	which	
includes	revenue	from	subscriptions	and	à	la	carte	features,	was	$3.3	billion	for	the	
year	 ended	 December	 31,	 2023.	 The	 Company’s	 Direct	 Revenue	 is	 based	 on	
contractual	 terms	 with	 the	 Company’s	 customers	 and	 is	 comprised	 of	 a	 significant	
volume	of	low-dollar	transactions.	The	Company’s	process	to	record	Direct	Revenue,	
including	 the	 determination	 and	 calculation	 of	 the	 revenue	 to	 be	 recognized	 each	
period,	 is	 highly	 automated	 within	 the	 Company’s	 information	 technology	 (“IT”)	
systems	that	are	principally	proprietary.	

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

We	 obtained	 an	 understanding,	 evaluated	 the	 design,	 and	 tested	 the	 operating	
effectiveness	of	the	Company’s	controls	related	to	the	recording	and	accounting	for	
Direct	 Revenue	 for	 certain	 brands.	 With	 the	 involvement	 of	 IT	 professionals,	 we	
identified	the	relevant	systems	used	by	the	Company	to	calculate	and	record	Direct	
Revenue	 and	 the	 related	 deferred	 revenue.	 Where	 applicable,	 we	 tested	 the	 IT	
general	controls	over	those	systems,	including	testing	of	user	access	controls,	change	
management	 controls,	 and	 IT	 operations	 controls	 as	 well	 as	 certain	 automated	
application	 controls	 related	 to	 the	 recording	 of	 Direct	 Revenue	 and	 the	 related	
deferred	revenue	at	period	end.	We	also	tested	the	Company’s	controls	to	address	
the	completeness	and	accuracy	of	transaction	data.

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

/s/	Ernst	&	Young	LLP

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

New	York,	New	York
February	23,	2024

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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	$603	and	$387,	respectively

Other	current	assets

Total	current	assets

Property	and	equipment,	net

Goodwill

Intangible	assets,	net

Deferred	income	taxes

Other	non-current	assets

TOTAL	ASSETS

LIABILITIES	AND	SHAREHOLDERS’	EQUITY

LIABILITIES

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

December	31,

2023

2022

(In	thousands,	except	share	data)

$	

862,440	 $	

572,395	

6,200	

298,648	

104,023	

1,271,311	

194,525	

2,342,612	

305,746	

259,803	

133,889	

8,723	

191,940	

109,327	

882,385	

176,136	

2,348,366	

357,747	

276,947	

141,183	

$	

4,507,886	 $	

4,182,764	

$	

13,187	 $	

211,282	

307,299	

531,768	

13,699	

252,718	

289,937	

556,354	

3,842,242	

3,835,726	

24,860	

26,302	

101,787	

13,282	

32,631	

103,652	

Redeemable	noncontrolling	interests

—	

—	

Commitments	and	contingencies	

SHAREHOLDERS’	EQUITY

Common	stock;	$0.001	par	value;	authorized	1,600,000,000	shares;	289,631,352	and	

286,817,375	shares	issued;	and	268,890,470	and	279,625,364	outstanding	at	
December	31,	2023	and	December	31,	2022,	respectively

Additional	paid-in	capital

Retained	deficit

Accumulated	other	comprehensive	loss

Treasury	stock;	20,740,882	and	7,192,011	shares,	respectively

Total	Match	Group,	Inc.	shareholders’	equity

Noncontrolling	interests

Total	shareholders’	equity

TOTAL	LIABILITIES	AND	SHAREHOLDERS’	EQUITY	

290	

287	

8,529,200	

8,273,637	

(7,131,029)	

(7,782,568)	

(385,471)	

(1,032,538)	

(19,548)	

475	

(369,182)	

(482,049)	

(359,875)	

994	

(19,073)	

(358,881)	

$	

4,507,886	 $	

4,182,764	

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

Impairments	and	amortization	of	intangibles

Total	operating	costs	and	expenses

Operating	income

Interest	expense

Other	income	(expense),	net

Earnings	from	continuing	operations,	before	tax

Income	tax	(provision)	benefit

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

Net	earnings
Net	loss	attributable	to	noncontrolling	interests

Years	Ended	December	31,

2023

2022

2021

(In	thousands,	except	per	share	data)

$	 3,364,504	 $	 3,188,843	 $	 2,983,277	

954,014	

586,262	

413,609	

384,185	

61,807	

47,731	

959,963	

534,517	

435,868	

333,639	

43,594	

366,257	

839,308	

566,459	

414,821	

241,049	

41,402	

28,559	

	 2,447,608	

	 2,673,838	

	 2,131,598	

916,896	

515,005	

851,679	

(159,887)	

(145,547)	

(130,493)	

19,772	

776,781	

(125,309)	

651,472	

—	

651,472	

67	

8,033	

(465,038)	

377,491	

(15,361)	

362,130	

(2,211)	

359,919	

2,027	

256,148	

19,897	

276,045	

509	

276,554	

1,169	

Net	earnings	attributable	to	Match	Group,	Inc.	shareholders

$	

651,539	 $	

361,946	 $	

277,723	

Net	earnings	per	share	from	continuing	operations:
					Basic
					Diluted

Net	earnings	per	share	attributable	to	Match	Group,	Inc.	

shareholders:

					Basic

					Diluted

Stock-based	compensation	expense	by	function:

Cost	of	revenue

Selling	and	marketing	expense

General	and	administrative	expense

Product	development	expense

$	
$	

$	

$	

$	

2.36	 $	
2.26	 $	

1.29	 $	
1.25	 $	

1.01	
0.93	

2.36	 $	

2.26	 $	

1.28	 $	

1.24	 $	

1.01	

0.93	

5,934	 $	

5,903	 $	

9,730	

98,510	

117,925	

7,608	

106,133	

84,236	

5,554	

7,941	

81,420	

51,901	

Total	stock-based	compensation	expense

$	

232,099	 $	

203,880	 $	

146,816	

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

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	COMPREHENSIVE	OPERATIONS

Net	earnings

Other	comprehensive	loss,	net	of	tax

Change	in	foreign	currency	translation	adjustment

Total	other	comprehensive	loss

Comprehensive	income
Comprehensive	loss	(income)	attributable	to	noncontrolling	

interests:

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

to	noncontrolling	interests

Comprehensive	loss	attributable	to	noncontrolling	interests

Comprehensive	income	attributable	to	Match	Group,	Inc.	

shareholders

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

$	

651,472	 $	

359,919	 $	

276,554	

(16,279)	

(16,279)	

(146,361)	

(142,608)	

(146,361)	

(142,608)	

635,193	

213,558	

133,946	

67	

(10)	

57	

2,027	

933	

2,960	

1,169	

308	

1,477	

$	

635,250	 $	

216,518	 $	

135,423	

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,	2023,	2022,	and	2021

Match	Group,	Inc.	Shareholders’	Equity

Common	Stock	
$0.001	Par	Value

Redeemable
Noncontrolling
Interests

$

Shares

Additional	
Paid-in	
Capital

Retained	
(Deficit)	
Earnings

Accumulated
Other
Comprehensive
Loss

Total	
Match	Group,	Inc.	
Shareholders’
Equity		

Noncontrolling
Interests

Total
Shareholders’
Equity		

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	value

Adjustment	to	noncontrolling	interests	related	to	business	acquisition
Purchase	of	noncontrolling	interest
Noncontrolling	interests	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

$	

$	

640	
(2,047)	
—	
—	

—	

— 

2,667	

—	
—	

—	
—	
—	
—	
1,260	

$	267	
	 —	
	 —	
	 —	

5	

6	

	 —	

	 —	
	 —	

	 —	
	 —	
5	
	 —	
$	283	

	 267,329	 $	7,089,007	 $	

—	
—	
—	

—	
—	
	 153,692	

4,678	

42,709	

5,929	

	 890,845	

—	

—	
—	

(2,667)	

(1,835)	
943	

—	
—	
5,534	
—	

(7,102)	
	 246,842	
(238,777)	
(9,441)	

(8,422,237)	 $	
277,723	
—	
—	

(In	thousands)

(81,454)	 $	
—	
(142,300)	
—	

(1,414,417)	 $	
277,723	
(142,300)	
153,692	

1,042	 $	
878	
(308)	
—	

(1,413,375)	
278,601	
(142,608)	
153,692	

—	

—	

—	

—	
—	

—	
—	
—	
—	

—	

—	

—	

—	
—	

—	
—	
—	
—	
(223,754)	 $	

42,714	

890,851	

(2,667)	

(1,835)	
943	

(7,102)	
246,842	
(238,772)	
(9,441)	
(203,769)	 $	

—	

—	

—	

1,835	
(2,571)	

7,361	
—	
—	
(310)	
7,927	 $	

42,714	

890,851	

(2,667)	

—	
(1,628)	

259	
246,842	
(238,772)	
(9,751)	
(195,842)	

	 283,470	 $	8,164,216	 $	

(8,144,514)	 $	

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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
Net	(loss)	earnings	for	the	year	ended	December	31,	2023

$	

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

Purchase	of	treasury	stock
Purchase	of	redeemable	noncontrolling	interests

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

Other

Balance	as	of	December	31,	2023

$	

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

CONSOLIDATED	STATEMENT	OF	SHAREHOLDERS’	EQUITY

Years	Ended	December	31,	2023,	2022,	and	2021	(continued)

Match	Group,	Inc.	Shareholders’	Equity

Common	Stock	
$0.001	Par	Value

Redeemable
Noncontrolling
Interests

$

Shares

Additional	
Paid-in	
Capital

Retained	
(Deficit)	
Earnings	

Accumulated
Other
Comprehensive
Loss

Total	
Match	Group,	Inc.	
Shareholders’
Equity		

Treasury	
Stock

Noncontrolling
Interests

Total
Shareholders’
Equity		

$	

1,260	

$	283	

	 283,470	 $	8,164,216	 $	

(8,144,514)	 $	

(223,754)	 $	

—	 $	

(203,769)	 $	

7,927	 $	

(195,842)	

(In	thousands)

(2,661)	

	 —	

—	

—	

—	

—	

	 —	

	 —	

	 —	

1,401	

	 —	

—	

—	

—	

—	

—	
—	

	 —	

	 —	

	 —	

	 —	

	 —	
$	287	

(184)	

	 —	

	 —	

	 —	

—	
(295)	

	 —	
	 —	

—	

—	

—	

479	

—	

—	

—	

—	

—	

	 —	

	 —	

	 —	

	 —	

	 —	

4	

3,347	

(88,774)	

	 286,817	 $	8,273,637	 $	

(7,782,568)	 $	

(369,182)	 $	 (482,049)	 $	

—	

—	

—	

—	

—	

	 214,437	

—	

—	

—	

—	

—	

—	

—	

—	

(1,401)	

(16,215)	

6,791	

(844)	

(7,116)	

2,543	

—	

—	

—	

—	

—	

	 243,826	

—	
—	

—	

—	

—	

—	

—	

—	
—	

(479)	

(2,100)	

753	

(411)	

(6)	

361,946	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

(145,428)	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

(482,049)	

—	

—	

—	

—	

—	

—	

651,539	

—	

—	

—	

—	
—	

—	

—	

—	

—	

—	

—	

(16,289)	

—	

—	

—	
—	

—	

—	

—	

—	

—	

—	

—	

—	

—	

(550,489)	
—	

—	

—	

—	

—	

—	

3	

2,814	

13,980	

361,946	

(145,428)	

214,437	

(88,770)	

(482,049)	

(1,401)	

(16,215)	

6,791	

(844)	

(7,116)	

2,543	
(359,875)	 $	

651,539	

(16,289)	

243,826	

13,983	

(550,489)	
—	

(479)	

(2,100)	

753	

(411)	

(6)	

634	

(933)	

—	

—	

—	

—	

16,215	

(23,693)	

844	

—	

—	

994	 $	

117	

10	

—	

—	

—	
—	

—	

2,100	

(3,157)	

411	

—	

362,580	

(146,361)	

214,437	

(88,770)	

(482,049)	

(1,401)	

—	

(16,902)	

—	

(7,116)	

2,543	
(358,881)	

651,656	

(16,279)	

243,826	

13,983	

(550,489)	
—	

(479)	

—	

(2,404)	

—	

(6)	

$	290	

	 289,631	 $	8,529,200	 $	

(7,131,029)	 $	

(385,471)	 $	(1,032,538)	 $	

(19,548)	 $	

475	 $	

(19,073)	

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

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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
Impairments	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
Other,	net

Net	cash	used	in	investing	activities	attributable	to	continuing	operations
Cash	flows	from	financing	activities	attributable	to	continuing	operations:

Proceeds	from	Senior	Notes	offerings
Payments	to	settle	exchangeable	notes
Proceeds	from	the	settlement	of	exchangeable	note	hedges
Payments	to	settle	warrants	related	to	exchangeable	notes
Debt	issuance	costs
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	provided	by	(used	in)	continuing	operations

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

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

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

$	

651,472	 $	
—	
651,472	

359,919	 $	
2,211	
362,130	

276,554	
(509)	
276,045	

232,099	
61,807	
47,731	
26,612	
9,932	

(107,412)	
25,055	
(5,961)	
(3,337)	
(41,207)	
896,791	

(11,567)	
(67,412)	
2,398	
(76,581)	

—	
—	
—	
—	
—	
19,916	

(5,933)	
(546,198)	
(1,872)	
19	

(534,068)	

286,142	

3,782	
289,924	

572,516	

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)	

(7,809)	
(242,996)	

815,512	

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	

(7,570)	
76,210	

739,302	

815,512	

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

$	

862,440	 $	

572,516	 $	

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

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Table	of	Contents

NOTE	1—ORGANIZATION	

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

Match	Group,	Inc.,	through	its	portfolio	companies,	is	a	leading	provider	of	digital	technologies	designed	to	

help	people	make	meaningful	connections.	Our	global	portfolio	of	brands	includes	Tinder®,	Hinge®,	Match®,	
Meetic®,	OkCupid®,	Pairs™,	Plenty	Of	Fish®,	Azar®,	BLK®,	and	more,	each	built	to	increase	our	users’	likelihood	of	
connecting	with	others.	Through	our	trusted	brands,	we	provide	tailored	services	to	meet	the	varying	
preferences	of	our	users.	Our	services	are	available	in	over	40	languages	to	our	users	all	over	the	world.	Match	
Group	has	one	operating	segment,	Connections,	which	is	managed	as	a	portfolio	of	brands.

As	used	herein,	“Match	Group,”	the	“Company,”	“we,”	“our,”	“us,”	and	similar	terms	refer	to	Match	Group,	

Inc.	and	its	subsidiaries	after	the	completion	of	the	Separation,	unless	the	context	indicates	otherwise.

NOTE	2—SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Basis	of	Presentation	and	Consolidation	

The	Company	prepares	its	consolidated	financial	statements	in	accordance	with	U.S.	generally	accepted	

accounting	principles	(“GAAP”).	The	consolidated	financial	statements	include	the	accounts	of	the	Company,	all	
entities	that	are	wholly-owned	by	the	Company,	and	all	entities	in	which	the	Company	has	a	controlling	financial	
interest.	Intercompany	transactions	and	accounts	have	been	eliminated.

Accounting	for	Investments	in	Equity	Securities

Investments	in	equity	securities,	other	than	those	of	our	consolidated	subsidiaries,	are	accounted	for	at	fair	

value	or	under	the	measurement	alternative	of	the	Financial	Accounting	Standards	Board’s	(“FASB”)	equity	
securities	guidance,	with	any	changes	to	fair	value	recognized	within	other	income	(expense),	net	each	reporting	
period.	Under	the	measurement	alternative,	equity	investments	without	readily	determinable	fair	values	are	
carried	at	cost	minus	impairment,	if	any,	plus	or	minus	changes	resulting	from	observable	price	changes	in	
orderly	transactions	for	identical	or	similar	securities	of	the	same	issuer,	the	value	of	which	is	generally	
determined	based	on	a	market	approach	as	of	the	transaction	date.	A	security	will	be	considered	identical	or	
similar	if	it	has	identical	or	similar	rights	to	the	equity	securities	held	by	the	Company.	The	Company	reviews	its	
investments	in	equity	securities	without	readily	determinable	fair	values	for	impairment	each	reporting	period	
when	there	are	qualitative	factors	or	events	that	indicate	possible	impairment.	Factors	we	consider	in	making	
this	determination	include	negative	changes	in	industry	and	market	conditions,	financial	performance,	business	
prospects,	and	other	relevant	events	and	factors.	When	indicators	of	impairment	exist,	the	Company	prepares	
quantitative	assessments	of	the	fair	value	of	our	investments	in	equity	securities,	which	require	judgment	and	
the	use	of	estimates.	When	our	assessment	indicates	that	the	fair	value	of	the	investment	is	below	its	carrying	
value,	the	Company	writes	down	the	investment	to	its	fair	value	and	records	the	corresponding	charge	within	
other	income	(expense),	net.

Accounting	Estimates

Management	of	the	Company	is	required	to	make	certain	estimates,	judgments,	and	assumptions	during	
the	preparation	of	its	consolidated	financial	statements	in	accordance	with	GAAP.	These	estimates,	judgments,	
and	assumptions	impact	the	reported	amounts	of	assets,	liabilities,	revenue,	and	expenses	and	the	related	
disclosure	of	contingent	assets	and	liabilities.	Actual	results	could	differ	from	these	estimates.

On	an	ongoing	basis,	the	Company	evaluates	its	estimates	and	judgments	including	those	related	to:	the	

fair	values	of	cash	equivalents;	the	carrying	value	of	accounts	receivable,	including	the	determination	of	the	
allowance	for	credit	losses;	the	determination	of	revenue	reserves;	the	carrying	value	of	right-of-use	assets	
(“ROU	assets”);	the	useful	lives	and	recoverability	of	definite-lived	intangible	assets	and	property	and	
equipment;	the	recoverability	of	goodwill	and	indefinite-lived	intangible	assets;	the	fair	value	of	equity	securities	
without	readily	determinable	fair	values;	contingencies;	unrecognized	tax	benefits;	the	valuation	allowance	for	
deferred	income	tax	assets;	and	the	fair	value	of	and	forfeiture	rates	for	stock-based	awards,	among	others.	The	
Company	bases	its	estimates	and	judgments	on	historical	experience,	its	forecasts	and	budgets,	and	other	
factors	that	the	Company	considers	relevant.

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Revenue	Recognition

MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

The	Company	accounts	for	a	contract	with	a	customer	when	it	has	approval	and	commitment	from	all	
parties,	the	rights	of	the	parties	and	payment	terms	are	identified,	the	contract	has	commercial	substance,	and	
collectability	of	consideration	is	probable.	Revenue	is	recognized	when	control	of	the	promised	services	is	
transferred	to	our	customers	and	in	an	amount	that	reflects	the	consideration	the	Company	expects	to	be	
entitled	to	in	exchange	for	those	services.

The	Company’s	revenue	is	primarily	derived	directly	from	users	in	the	form	of	recurring	subscriptions.	

Subscription	revenue	is	presented	net	of	credits	and	credit	card	chargebacks.	Subscribers	pay	in	advance,	
primarily	by	credit	card	or	through	mobile	app	stores,	and,	subject	to	certain	conditions	identified	in	our	terms	
and	conditions,	generally	all	purchases	are	final	and	nonrefundable.	Revenue	is	initially	deferred	and	is	
recognized	using	the	straight-line	method	over	the	term	of	the	applicable	subscription	period,	which	generally	
ranges	from	one	week	to	six	months.	Revenue	is	also	earned	from	online	advertising,	the	purchase	of	à	la	carte	
features,	and	offline	events.	Online	advertising	revenue	is	recognized	when	an	advertisement	is	displayed.	
Revenue	from	the	purchase	of	à	la	carte	features	is	recognized	based	on	usage.	Revenue	associated	with	offline	
events	is	recognized	when	each	event	occurs.

The	Company	does	not	disclose	the	value	of	unsatisfied	performance	obligations	for	(i)	contracts	with	an	

original	expected	length	of	one	year	or	less,	(ii)	contracts	with	variable	consideration	that	is	allocated	entirely	to	
unsatisfied	performance	obligations	or	to	a	wholly	unsatisfied	promise	accounted	for	under	the	series	guidance,	
and	(iii)	contracts	for	which	the	Company	recognizes	revenue	at	the	amount	which	we	have	the	right	to	invoice	
for	services	performed.

Transaction	Price

The	objective	of	determining	the	transaction	price	is	to	estimate	the	amount	of	consideration	the	Company	

is	due	in	exchange	for	its	services,	including	amounts	that	are	variable.	The	Company	determines	the	total	
transaction	price,	including	an	estimate	of	any	variable	consideration,	at	contract	inception	and	reassesses	this	
estimate	each	reporting	period.

The	Company	excludes	from	the	measurement	of	transaction	price	all	taxes	assessed	by	governmental	

authorities	that	are	both	(i)	imposed	on	and	concurrent	with	a	specific	revenue-producing	transaction	and	(ii)	
collected	from	customers.	Accordingly,	such	tax	amounts	are	not	included	as	a	component	of	revenue	or	cost	of	
revenue.

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

value	of	money.

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

The	Company	has	determined	that	certain	costs,	primarily	mobile	app	store	fees,	meet	the	requirements	to	

be	capitalized	as	a	cost	of	obtaining	a	contract.	The	Company	recognizes	an	asset	for	these	costs	if	we	expect	to	
recover	those	costs.	Mobile	app	store	fees	are	amortized	over	the	period	of	contract	performance.	Specifically,	
the	Company	capitalizes	and	amortizes	mobile	app	store	fees	over	the	term	of	the	applicable	subscription.

During	the	years	ended	December	31,	2023	and	2022,	the	Company	recognized	expense	of	$646.7	million	

and	$622.5	million,	respectively,	related	to	the	amortization	of	these	costs.	The	contract	asset	balances	at	
December	31,	2023,	2022,	and	2021	related	to	costs	to	obtain	a	contract	are	$33.1	million,	$38.2	million,	and	
$41.7	million,	respectively,	included	in	“Other	current	assets”	in	the	accompanying	consolidated	balance	sheet.

Accounts	Receivables,	Net	of	Allowance	for	Credit	Losses	and	Revenue	Reserves

The	majority	of	our	users	purchase	our	services	through	mobile	app	stores.	At	December	31,	2023,	two	
mobile	app	stores	accounted	for	approximately	79%	and	8%,	respectively,	of	our	gross	accounts	receivables.	The	
comparable	amounts	at	December	31,	2022	were	70%	and	12%,	respectively.	We	evaluate	the	credit	worthiness	
of	these	two	mobile	app	stores	on	an	ongoing	basis	and	do	not	require	collateral	from	these	entities.	We	
generally	collect	these	balances	between	30	and	45	days	following	the	purchase.	Payments	made	directly	
through	our	applications	are	processed	by	third-party	payment	processors.	We	generally	collect	these	balances	

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within	3	to	5	days	following	the	purchase.	The	Company	also	maintains	allowances	to	reserve	for	potential	
credits	issued	to	users	or	other	revenue	adjustments.	The	amounts	of	these	reserves	are	based	primarily	upon	
historical	experience.

Accounts	receivable	related	to	indirect	revenue	include	amounts	billed	and	currently	due	from	customers.	

The	Company	maintains	an	allowance	for	credit	losses	to	provide	for	the	estimated	amount	of	accounts	
receivable	that	will	not	be	collected.	The	allowance	for	credit	losses	is	based	upon	historical	collection	trends	
adjusted	for	economic	conditions	using	reasonable	and	supportable	forecasts.	The	time	between	the	Company	
issuance	of	an	invoice	and	payment	due	date	is	not	significant;	customer	payments	that	are	not	collected	in	
advance	of	the	transfer	of	promised	services	are	generally	due	no	later	than	30	days	from	invoice	date.

Deferred	Revenue

Deferred	revenue	consists	of	advance	payments	that	are	received	or	are	contractually	due	in	advance	of	

the	Company’s	performance.	The	Company’s	deferred	revenue	is	reported	on	a	contract	by	contract	basis	at	the	
end	of	each	reporting	period.	The	Company	classifies	deferred	revenue	as	current	when	the	term	of	the	
applicable	subscription	period	or	expected	completion	of	our	performance	obligation	is	one	year	or	less.	The	
deferred	revenue	balances	are	$211.3	million,	$252.7	million,	and	$262.1	million	at	December	31,	2023,	2022,	
and	2021,	respectively.	During	the	years	ended	December	31,	2023	and	2022,	the	Company	recognized	$252.7	
million	and	$262.1	million	of	revenue	that	was	included	in	the	deferred	revenue	balance	as	of	December	31,	
2022	and	2021,	respectively.	At	December	31,	2023	and	2022,	there	is	no	non-current	portion	of	deferred	
revenue.

Disaggregation	of	Revenue

The	following	table	presents	disaggregated	revenue:

Direct	Revenue:

Americas
Europe
APAC	and	Other
Total	Direct	Revenue

Indirect	Revenue	(principally	advertising	revenue)
Total	Revenue

Direct	Revenue

Tinder
Hinge
Match	Group	Asia
Evergreen	&	Emerging

Total	Direct	Revenue

Cash	and	Cash	Equivalents

For	the	Years	Ended	December	31,

2023

2022

2021

(In	thousands)

1,744,586	 $	
933,413	
630,132	
3,308,131	

1,629,069	 $	
848,886	
652,266	
3,130,221	

56,373	
3,364,504	 $	

58,622	
3,188,843	 $	

1,512,057	
821,827	
588,987	
2,922,871	

60,406	
2,983,277	

1,917,629	 $	
396,485	
302,591	
691,426	
3,308,131	 $	

1,794,467	 $	
283,668	
321,714	
730,372	
3,130,221	 $	

1,649,757	
196,538	
268,642	
807,934	
2,922,871	

$	

$	

$	

$	

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.

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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	$85.5	million	and	$72.6	million	at	December	31,	2023	and	2022,	respectively.

Business	Combinations

The	purchase	price	of	each	acquisition	is	attributed	to	the	assets	acquired	and	liabilities	assumed	based	on	

their	fair	values	at	the	date	of	acquisition,	including	identifiable	intangible	assets	that	either	arise	from	a	
contractual	or	legal	right	or	are	separable	from	goodwill.	The	Company	typically	engages	outside	valuation	
experts	to	assist	in	the	allocation	of	purchase	price	to	the	identifiable	intangible	assets	acquired,	but	
management	has	ultimate	responsibility	for	the	valuation	methods,	models,	and	inputs	used	and	the	resulting	
purchase	price	allocation.	The	excess	purchase	price	over	the	net	tangible	and	identifiable	intangible	assets	is	
recorded	as	goodwill	and	assigned	to	the	reporting	unit	that	is	expected	to	benefit	from	the	combination	as	of	
the	acquisition	date.

Goodwill	and	Indefinite-Lived	Intangible	Assets

The	Company	assesses	goodwill	on	its	one	reporting	unit	and	indefinite-lived	intangible	assets	for	

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

When	the	Company	elects	to	perform	a	qualitative	assessment	and	concludes	it	is	not	more	likely	than	not	

that	the	fair	value	of	the	reporting	unit	is	less	than	its	carrying	value,	no	further	assessment	of	that	reporting	
unit’s	goodwill	is	necessary;	otherwise,	a	quantitative	assessment	is	performed	and	the	fair	value	of	the	
reporting	unit	is	determined.	If	the	carrying	value	of	the	reporting	unit	exceeds	its	fair	value,	an	impairment	loss	
equal	to	the	excess	is	recorded.

The	Company	had	a	negative	carrying	value	for	the	Company’s	annual	goodwill	test	at	both	October	1,	

2023	and	2022.	Additionally,	an	impairment	test	of	goodwill	was	not	necessary	because	there	were	no	factors	
identified	that	would	indicate	an	impairment	loss.	The	Company	continued	to	have	a	negative	carrying	value	at	
December	31,	2023.

The	Company	foregoes	a	qualitative	assessment	and	tests	goodwill	for	impairment	when	it	concludes	that	
it	is	more	likely	than	not	that	there	may	be	an	impairment.	If	needed,	the	annual	or	interim	quantitative	test	of	
the	recovery	of	goodwill	involves	a	comparison	of	the	estimated	fair	value	of	the	Company’s	reporting	unit	to	its	
carrying	value,	including	goodwill.	If	the	estimated	fair	value	of	the	reporting	unit	exceeds	its	carrying	value,	
goodwill	of	the	reporting	unit	is	not	impaired.	If	the	carrying	value	of	the	reporting	unit	exceeds	its	estimated	fair	
value,	an	impairment	loss	equal	to	the	excess	is	recorded.

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

its	indefinite-lived	intangible	assets	are	less	than	their	carrying	values.	For	certain	indefinite-lived	intangible	
assets,	for	which	the	fair	value	as	of	the	most	recent	assessment	date	significantly	exceeded	the	carrying	value,	

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the	Company	performed	a	qualitative	impairment	assessment	as	of	October	1,	2023	and	concluded	that	it	was	
more	likely	than	not	that	the	fair	values	of	those	indefinite-lived	intangible	assets	continued	to	exceed	the	
carrying	values.	For	assets	in	which	a	quantitative	assessment	is	performed,	the	Company	determines	the	fair	
value	of	its	indefinite-lived	intangible	assets	using	an	avoided	royalty	discounted	cash	flow	(“DCF”)	valuation	
analysis.	Significant	judgments	inherent	in	this	analysis	include	the	selection	of	appropriate	royalty	and	discount	
rates	and	estimating	the	amount	and	timing	of	expected	future	cash	flows.	The	discount	rates	used	in	the	DCF	
analyses	are	intended	to	reflect	the	risks	inherent	in	the	expected	future	cash	flows	generated	by	the	respective	
intangible	assets.	The	royalty	rates	used	in	the	DCF	analyses	are	based	upon	an	estimate	of	the	royalty	rates	that	
a	market	participant	would	pay	to	license	the	specific	trade	names	and	trademarks.	The	future	cash	flows	are	
based	on	the	Company’s	most	recent	forecast	and	budget	and,	for	years	beyond	the	budget,	the	Company’s	
estimates	are	based,	in	part,	on	forecasted	growth	rates.	Assumptions	used	in	the	avoided	royalty	DCF	analyses,	
including	the	discount	rate	and	royalty	rate,	are	assessed	at	least	annually	based	on	the	actual	and	projected	
cash	flows	related	to	the	asset,	as	well	as	macroeconomic	and	industry	specific	factors.	The	discount	rates	used	
in	the	Company’s	quantitative	assessments	as	part	of	the	annual	indefinite-lived	impairment	assessment	ranged	
from	15%	to	18%	in	2023	and	12%	to	16%	in	2022,	and	the	royalty	rates	used	ranged	from	3%	to	8%	in	both	2023	
and	2022.

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

equal	to	the	excess	is	recorded.	During	the	year	ended	December	31,	2022,	the	Company	recognized	impairment	
charges	of	$244.3	million	related	to	the	Azar	and	Hakuna	brands	at	Hyperconnect,	$43.9	million	related	to	the	
Meetic	and	Match	brands	in	Europe,	and	$5.5	million	related	to	certain	affinity	brands	in	the	U.S.,	all	of	which	
are	included	within	“impairment	and	amortization	of	intangibles”	in	the	consolidated	statement	of	operations.	
At	December	31,	2023	and	2022,	the	aggregate	indefinite-lived	intangible	asset	balance	for	which	the	estimate	
of	fair	value	was	less	than	110%	of	carrying	values	was	approximately	$76.5	million	and	$84.3	million,	
respectively.

In	connection	with	the	annual	impairment	assessment,	the	Company	reviews	the	useful	lives	for	intangible	

assets	and	whether	events	or	changes	in	circumstances	indicate	that	an	indefinite	life	may	no	longer	be	
appropriate.	As	of	October	1,	2022,	the	Company	reclassified	certain	indefinite-lived	intangible	assets	with	a	
carrying	value	of	$49.9	million	to	the	definite-lived	intangible	asset	category	because	these	assets	were	no	
longer	considered	to	have	an	indefinite	life.

Long-Lived	Assets	and	Intangible	Assets	with	Definite	Lives

Long-lived	assets,	which	consist	of	ROU	assets,	property	and	equipment,	and	intangible	assets	with	definite	
lives,	are	reviewed	for	impairment	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	value	
of	an	asset	may	not	be	recoverable.	The	carrying	value	of	a	long-lived	asset	is	not	recoverable	if	it	exceeds	the	
sum	of	the	undiscounted	cash	flows	expected	to	result	from	the	use	and	eventual	disposition	of	the	asset.	If	the	
carrying	value	is	deemed	not	to	be	recoverable,	an	impairment	loss	is	recorded	equal	to	the	amount	by	which	
the	carrying	value	of	the	long-lived	asset	exceeds	its	fair	value.	Amortization	of	definite-lived	intangible	assets	is	
computed	either	on	a	straight-line	basis	or	based	on	the	pattern	in	which	the	economic	benefits	of	the	asset	will	
be	realized.	During	the	year	ended	December	31,	2022,	the	Company	recognized	an	impairment	charge	related	
to	Hyperconnect	intangible	assets	with	definite	lives	of	$25.8	million,	which	is	included	within	“impairment	and	
amortization	of	intangibles”	in	the	consolidated	statement	of	operations.

Fair	Value	Measurements

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

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

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

identical	assets	and	liabilities	in	active	markets.

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

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

• Level	3:	Unobservable	inputs	for	which	there	is	little	or	no	market	data	and	require	the	Company	to	

develop	its	own	assumptions,	based	on	the	best	information	available	in	the	circumstances,	about	the	
assumptions	market	participants	would	use	in	pricing	the	assets	or	liabilities.

The	Company’s	non-financial	assets,	such	as	goodwill,	intangible	assets,	ROU	assets,	and	property	and	

equipment,	are	adjusted	to	fair	value	only	when	an	impairment	is	recognized.	The	Company’s	financial	assets,	
comprising	of	equity	securities	without	readily	determinable	fair	values,	are	adjusted	to	fair	value	when	
observable	price	changes	are	identified	or	an	impairment	is	recognized.	Such	fair	value	measurements	are	based	
predominantly	on	Level	3	inputs.

Advertising	Costs	

Advertising	costs	are	expensed	in	the	period	incurred	(when	the	advertisement	first	runs	for	production	

costs	that	are	initially	capitalized)	and	represent	online	marketing,	including	fees	paid	to	search	engines	and	
social	media	sites,	and	offline	marketing.	Advertising	expense	is	$519.6	million,	$474.9	million	and	$510.3	million	
for	the	years	ended	December	31,	2023,	2022,	and	2021,	respectively.

Legal	Costs

Legal	costs	are	expensed	as	incurred.

Income	Taxes

We	are	subject	to	income	taxes	in	the	United	States	and	numerous	foreign	jurisdictions.	Significant	
judgment	is	required	in	determining	our	provision	for	income	taxes	and	income	tax	assets	and	liabilities,	
including	evaluating	uncertainties	in	the	application	of	accounting	principles	and	complex	tax	laws.

The	Company	accounts	for	income	taxes	under	the	liability	method,	and	deferred	tax	assets	and	liabilities	

are	recognized	for	the	future	tax	consequences	attributable	to	differences	between	the	financial	reporting	
amounts	of	existing	assets	and	liabilities	and	their	respective	tax	bases.	Deferred	tax	assets	and	liabilities	are	
measured	using	enacted	tax	rates	in	effect	for	the	year	in	which	those	temporary	differences	are	expected	to	be	
realized	or	settled.	A	valuation	allowance	is	provided	if	it	is	determined	that	it	is	more	likely	than	not	that	the	
deferred	tax	asset	will	not	be	realized.

We	recognize	tax	benefits	from	uncertain	tax	positions	only	if	we	believe	that	it	is	more	likely	than	not	that	

the	tax	position	will	be	sustained	based	on	the	technical	merits	of	the	position.	Such	tax	benefits	are	measured	
based	on	the	largest	benefit	that	has	a	greater	than	50%	likelihood	of	being	realized	upon	settlement.	The	
Company	records	interest	and	penalties	related	to	uncertain	tax	positions	as	a	component	of	income	tax	
expense.

Earnings	Per	Share

Basic	earnings	per	share	is	computed	by	dividing	net	earnings	attributable	to	Match	Group	shareholders	by	

the	weighted	average	number	of	common	shares	outstanding	during	the	period.	Diluted	earnings	per	share	
reflects	the	potential	dilution	that	could	occur	from	stock	options	and	other	commitments	to	issue	common	
stock	using	the	treasury	stock	or	the	as	if	converted	methods,	as	applicable.	See	“Note	10—Earnings	per	Share”	
for	additional	information	on	dilutive	securities.

Foreign	Currency	Translation	and	Transaction	Gains	and	Losses

The	financial	position	and	operating	results	of	foreign	entities	whose	primary	economic	environment	is	
based	on	their	local	currency	are	consolidated	using	the	local	currency	as	the	functional	currency.	These	local	
currency	assets	and	liabilities	are	translated	at	the	rates	of	exchange	as	of	the	balance	sheet	date,	and	local	
currency	revenue	and	expenses	of	these	operations	are	translated	at	average	rates	of	exchange	during	the	
period.	Translation	gains	and	losses	are	included	in	accumulated	other	comprehensive	income	as	a	component	
of	shareholders’	equity.	Transaction	gains	and	losses	resulting	from	assets	and	liabilities	denominated	in	a	
currency	other	than	the	functional	currency	are	included	in	the	consolidated	statement	of	operations	as	a	

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

Translation	gains	and	losses	relating	to	foreign	entities	that	are	liquidated	or	substantially	liquidated	are	
reclassified	out	of	accumulated	other	comprehensive	loss	into	earnings.	There	were	no	such	gains	or	losses	for	
the	years	ended	December	31,	2023,	2022	and	2021.

Stock-Based	Compensation

Stock-based	compensation	is	measured	at	the	grant	date	based	on	the	fair	value	of	the	award	and	is	
generally	expensed	over	the	requisite	service	period.	See	“Note	11—Stock-based	Compensation”	for	a	discussion	
of	the	Company’s	stock-based	compensation	plans.

Redeemable	Noncontrolling	Interests

Noncontrolling	interests	in	the	consolidated	subsidiaries	of	the	Company	are	ordinarily	reported	on	the	

consolidated	balance	sheet	within	shareholders’	equity,	separately	from	the	Company’s	equity.	However,	
securities	that	are	redeemable	at	the	option	of	the	holder	and	not	solely	within	the	control	of	the	issuer	must	be	
classified	outside	of	shareholders’	equity.	Accordingly,	all	noncontrolling	interests	that	are	redeemable	at	the	
option	of	the	holder	are	presented	outside	of	shareholders’	equity	in	the	accompanying	consolidated	balance	
sheet.	At	December	31,	2023,	there	are	no	redeemable	noncontrolling	interest	outstanding.

In	connection	with	the	acquisition	of	certain	subsidiaries,	management	of	these	businesses	has	retained	an	
ownership	interest.	The	Company	is	party	to	fair	value	put	and	call	arrangements	with	respect	to	these	interests.	
These	put	and	call	arrangements	allow	management	of	these	businesses	to	require	the	Company	to	purchase	
their	interests,	or	allow	the	Company	to	acquire	such	interests,	at	fair	value.	These	put	and	call	arrangements	do	
not	meet	the	definition	of	a	derivative	instrument	as	the	put	agreements	do	not	provide	for	net	settlement.	
These	put	and	call	arrangements	become	exercisable	by	the	Company	and	the	counterparty	at	various	future	
dates.	One	of	these	arrangements	was	exercised	during	the	year	ended	December	31,	2023.	These	put	
arrangements	are	exercisable	by	the	counterparty	outside	the	control	of	the	Company.	Accordingly,	to	the	
extent	that	the	fair	value	of	these	interests	exceeds	the	value	determined	by	normal	noncontrolling	interest	
accounting,	the	value	of	such	interests	is	adjusted	to	fair	value	with	a	corresponding	adjustment	to	additional	
paid-in	capital.	During	the	years	ended	December	31,	2023,	2022,	and	2021,	the	Company	recorded	adjustments	
of	$0.5	million,	$1.4	million,	and	$2.7	million,	respectively,	to	increase	these	interests	to	fair	value.	Fair	value	
determinations,	which	are	level	3	assessments,	require	high	levels	of	judgment	and	are	based	on	various	
valuation	techniques,	including	market	comparables	and	discounted	cash	flow	projections.

Certain	Risks	and	Concentrations

The	Company’s	business	is	subject	to	certain	risks	and	concentrations,	including	dependence	on	third-party	

technology	providers,	exposure	to	risks	associated	with	online	commerce	security,	and	credit	card	fraud.

Financial	instruments,	which	potentially	subject	the	Company	to	concentration	of	credit	risk,	consist	
primarily	of	cash	and	cash	equivalents.	Cash	and	cash	equivalents	are	principally	maintained	with	financial	
institutions	and	are	not	covered	by	deposit	insurance.

Recent	Accounting	Pronouncements

Accounting	pronouncements	not	yet	adopted	by	the	Company

In	November	2023,	the	FASB	issued	Accounting	Standard	Update	(“ASU”)	No.	2023-07,	which	requires	
disclosure	of	significant	segment	expenses	and	other	segment	items	on	an	annual	and	interim	basis	and	provide	
in	interim	periods	all	disclosures	about	a	reportable	segment’s	profit	or	loss	and	assets	that	are	currently	
required	annually.	The	additional	disclosures	required	in	ASU	No.	2023-07	also	apply	to	entities	with	only	one	
segment.	Additionally,	ASU	No.	2023-07	requires	the	disclosure	of	the	title	and	position	of	the	Chief	Operating	
Decision	Maker.	ASU	No.	2023-07	does	not	change	how	a	public	entity	identifies	its	operating	segments,	
aggregates	them,	or	applies	the	quantitative	thresholds	to	determine	its	reportable	segments.	The	new	standard	
is	effective	on	a	retrospective	basis	for	fiscal	years	beginning	after	December	15,	2023,	and	interim	periods	
within	fiscal	years	beginning	after	December	15,	2024,	with	early	adoption	permitted.	We	expect	ASU	No.	

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

In	December	2023,	the	FASB	issued	ASU	No.	2023-09,	which	focuses	on	the	income	tax	rate	reconciliation	

and	income	taxes	paid.	ASU	No.	2023-09	requires	a	tabular	rate	reconciliation	using	both	percentages	and	
currency	amounts,	broken	out	into	specified	categories	with	certain	reconciling	items	further	broken	out	by	
nature	and	jurisdiction	to	the	extent	those	items	exceed	a	specified	threshold	on	an	annual	basis.	In	addition,	
entities	are	required	to	disclose	income	taxes	paid,	net	of	refunds	received	disaggregated	by	federal,	state/local,	
and	foreign	and	by	jurisdiction	if	the	amount	is	at	least	5%	of	total	income	tax	payments,	net	of	refunds	received.	
The	new	standard	is	effective	for	annual	periods	beginning	after	December	15,	2024,	with	early	adoption	
permitted.	An	entity	may	apply	the	amendments	in	this	ASU	prospectively	by	providing	the	revised	disclosures	
for	the	period	ending	December	31,	2025	and	continuing	to	provide	the	pre-ASU	No.	2023-09	disclosures	for	the	
prior	periods,	or	may	apply	the	amendments	retrospectively	by	providing	the	revised	disclosures	for	all	periods	
presented.	We	expect	ASU	No.	2023-09	to	only	impact	our	disclosures	with	no	impacts	to	our	results	of	
operations,	cash	flows,	and	financial	condition.

Reclassifications

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

NOTE	3—INCOME	TAXES

U.S.	and	foreign	earnings	(loss)	from	continuing	operations	before	income	taxes	are	as	follows:

U.S.	

Foreign

								Total

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

$	

$	

708,333	 $	

651,406	 $	

184,835	

68,448	

(273,915)	

71,313	

776,781	 $	

377,491	 $	

256,148	

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

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

Current	income	tax	provision:
Federal

State

Foreign
						Current	income	tax	provision

Deferred	income	tax	provision	(benefit):
Federal

State

Foreign

						Deferred	income	tax	provision	(benefit)

$	

54,523	 $	

5,703	 $	

16,136	

28,038	
98,697	

33,267	

(669)	

(5,986)	

26,612	

4,069	

35,542	
45,314	

76,185	

6,076	

(112,214)	

(29,953)	

						Income	tax	provision	(benefit)

$	

125,309	 $	

15,361	 $	

15	

3,192	

34,865	
38,072	

(32,723)	

(18,627)	

(6,619)	

(57,969)	

(19,897)	

On	December	15,	2022,	the	European	Union	(“EU”)	Member	State	formally	adopted	the	EU’s	Pillar	Two	

Directive,	which	generally	provides	for	a	minimum	effective	tax	rate	of	15%	as	established	by	the	Organization	
for	Economic	Cooperation	and	Development	Pillar	Two	Framework	(“OECD	Pillar	Two	Framework”).	The	EU	
effective	dates	are	January	1,	2024	and	January	1,	2025,	for	different	aspects	of	the	directive.	A	significant	
number	of	other	countries	are	expected	to	also	implement	similar	legislation	with	varying	effective	dates	in	the	

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

	The	tax	effects	of	cumulative	temporary	differences	that	give	rise	to	significant	portions	of	the	deferred	

tax	assets	and	deferred	tax	liabilities	are	presented	below.	The	valuation	allowance	is	primarily	related	to	
deferred	tax	assets	for	foreign	net	operating	losses.

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

December	31,

2023

2022

(In	thousands)

$	

177,740	 $	

60,143	

89,737	

31,531	

89,979	

27,448	
21,382	

36,891	

34,822	

509,530	

(159,675)	

349,855	

(65,349)	

(22,657)	

(22,738)	

(5,610)	

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)	

(116,354)	

(104,201)	

$	

233,501	 $	

244,316	

Deferred	income	tax	balances	reflect	the	effects	of	temporary	differences	between	the	carrying	amounts	of	

assets	and	liabilities	and	their	tax	bases	and	are	stated	at	enacted	tax	rates	expected	to	be	in	effect	when	the	
taxes	are	paid	or	recovered.	Pursuant	to	the	Tax	Cuts	and	Jobs	Act	of	2017,	beginning	in	2022,	the	Company	is	
required	to	capitalize	and	amortize	research	expenses	for	income	tax	purposes.	

At	December	31,	2023,	the	Company	has	federal	and	state	net	operating	losses	(“NOLs”)	of	$8.3	million	

and	$125.1	million,	respectively.	If	not	utilized,	$2.0	million	of	the	federal	NOLs	can	be	carried	forward	
indefinitely,	and	$6.3	million	will	expire	at	various	times	between	2033	and	2037.	Of	the	state	NOLs,	$2.0	million	
can	be	carried	forward	indefinitely	and	$123.1	million	will	expire	at	various	times	between	2024	and	2042.	
Federal	and	state	NOLs	of	$2.0	million	and	$113.3	million,	respectively,	can	be	used	against	future	taxable	
income	without	restriction	and	the	remaining	NOLs	are	subject	to	limitations	under	Section	382	of	the	Internal	
Revenue	Code,	separate	return	limitations,	and	applicable	state	law.	At	December	31,	2023,	the	Company	has	
foreign	NOLs	of	$681.5	million	available	to	offset	future	income.	Of	these	foreign	NOLs,	$133.3	million	can	be	
carried	forward	indefinitely	and	$548.2	million	will	expire	at	various	times	between	2024	and	2043.	Foreign	NOLs	
of	$560.7	million	can	be	used	against	future	taxable	income	without	restriction	and	the	remaining	NOLs	are	
subject	to	limitation	under	each	respective	taxing	jurisdiction’s	law.	During	2023,	the	Company	recognized	tax	
benefits	related	to	NOLs	of	$4.8	million.	At	December	31,	2023,	the	Company	has	federal	and	foreign	disallowed	
interest	carryforwards	of	$97.7	million	and	$37.6	million,	respectively,	that	can	be	carried	forward	indefinitely	
and	can	be	used	against	future	taxable	income.

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

At	December	31,	2023,	the	Company	has	tax	credit	carryforwards	of	$106.2	million.	Of	this	amount,	$59.6	
million	relates	to	federal,	state,	and	foreign	tax	credits	for	research	activities,	of	which	$6.5	million	will	expire	at	
various	times	between	2030	and	2043.	Our	credit	carryforwards	also	include	$41.5	million	of	domestic	foreign	
tax	credits,	which	will	expire	at	various	times	between	2024	and	2033.	The	Company	has	$2.7	million	of	foreign	
tax	credits	in	the	United	Kingdom	that	may	be	carried	forward	indefinitely.	Additionally,	the	Company	has	
$2.4	million	of	other	credits,	primarily	consisting	of	foreign	employment	tax	credits	which	expire	at	various	times	
between	2030	and	2032.

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

During	the	year	ended	December	31,	2023,	we	recorded	an	$88.5	million	net	increase	to	the	valuation	

allowance,	which	included	an	increase	of	$127.5	million	primarily	related	to	foreign	losses	and	other	attributes	
and	a	decrease	of	$39.0	million	primarily	related	to	U.S.	foreign	tax	credits	and	state	NOLs.	At	December	31,	
2023,	the	Company	had	a	valuation	allowance	of	$159.7	million	related	to	the	portion	of	NOLs,	credits,	and	other	
deferred	tax	assets	for	which	it	is	more	likely	than	not	that	the	tax	benefit	will	not	be	realized.

A	reconciliation	of	the	income	tax	provision	to	the	amounts	computed	by	applying	the	statutory	federal	

income	tax	rate	to	earnings	before	income	taxes	is	shown	as	follows:

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

Income	tax	provision	at	the	federal	statutory	rate	of	21%

$	

163,124	 $	

79,273	 $	

State	income	taxes,	net	of	effect	of	federal	tax	benefit

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

17,345	

30,614	

(10,373)	

(40,296)	

(39,015)	

6,680	

891	

(5,804)	

2,143	

16,953	

(30,440)	

(12,611)	

(12,646)	

(22,621)	

(4,104)	

8,922	

(10,694)	

3,329	

53,791	

4,530	

(63,751)	

(25,830)	

—	

8,523	

5,808	

1,057	

(948)	

(3,077)	

Income	tax	provision	(benefit)

$	

125,309	 $	

15,361	 $	

(19,897)	

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

with	U.S.	foreign	tax	credits	that	we	now	expect	to	utilize,	(ii)	a	lower	tax	rate	on	U.S.	income	derived	from	
foreign	sources,	and	(iii)	the	generation	of	federal	and	state	research	credits.	These	benefits	were	partially	offset	
by	state	income	taxes	and	nondeductible	stock-based	compensation.

The	2022	income	tax	provision	benefited	primarily	from	(i)	excess	tax	benefits	generated	by	the	exercise	

and	vesting	of	stock-based	awards,	(ii)	the	release	of	a	valuation	allowance	on	certain	foreign	deferred	tax	assets	
that	we	now	expect	to	utilize,	(iii)	favorable	outcomes	of	tax	audits,	and	(iv)	a	lower	tax	rate	on	U.S.	income	
derived	from	foreign	sources.	The	benefits	were	partially	offset	by	higher	state	income	taxes	due	to	higher	
taxable	income	in	the	U.S.	The	2021	income	tax	provision	benefited	primarily	from	(i)	excess	tax	benefits	
generated	by	the	exercise	and	vesting	of	stock-based	awards	and	(ii)	research	credits.

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

excluding	interest,	is	as	follows:

December	31,

2023

2022

2021

(In	thousands)

Balance	at	January	1

$	

43,340	 $	

50,830	 $	

45,624	

Additions	based	on	tax	positions	related	to	the	current	year

Additions	for	tax	positions	of	prior	years

Reductions	for	tax	positions	of	prior	years

Settlements

Expiration	of	applicable	statute	of	limitations

7,397	

4,532	

(615)	

(852)	

(8,755)	

5,781	

1,938	

(12,287)	

(2,139)	

(783)	

8,107	

1,353	

(1,028)	

(2,348)	

(878)	

Balance	at	December	31

$	

45,047	 $	

43,340	 $	

50,830	

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

income	tax	provision.	Our	income	tax	provision	for	each	of	the	years	ended	December	31,	2023,	2022,	and	2021,	
includes	a	decrease	of	interest	and	penalties	of	$0.3	million,	respectively.	At	December	31,	2023	and	2022,	
noncurrent	income	taxes	payable	include	accrued	interest	and	penalties	of	$0.9	million	and	$1.2	million,	
respectively.

Match	Group	is	routinely	under	audit	by	federal,	state,	local,	and	foreign	authorities	in	the	area	of	income	
tax.	These	audits	include	questioning	the	timing	and	the	amount	of	income	and	deductions	and	the	allocation	of	
income	and	deductions	among	various	tax	jurisdictions.	The	Internal	Revenue	Service	(“IRS”)	has	substantially	
completed	its	audit	of	the	Company’s	federal	income	tax	returns	for	years	through	December	31,	2019,	and	the	
statute	of	limitations	for	years	2013	through	2019	has	expired	as	of	December	31,	2023.	Returns	filed	in	various	
other	jurisdictions	are	open	to	examination	for	tax	years	beginning	with	2014.	Although	we	believe	that	we	have	
adequately	reserved	for	our	uncertain	tax	positions,	the	final	tax	outcome	of	these	matters	may	vary	significantly	
from	our	estimates.

At	December	31,	2023	and	2022,	unrecognized	tax	benefits,	including	interest,	were	$45.8	million	and	
$44.2	million,	respectively.	If	unrecognized	tax	benefits	at	December	31,	2023	are	subsequently	recognized,	
$41.0	million,	net	of	related	deferred	tax	assets	and	interest,	would	reduce	income	tax	expense.	The	comparable	
amount	as	of	December	31,	2022	was	$31.3	million.	The	Company	believes	that	it	is	reasonably	possible	that	its	
unrecognized	tax	benefits	could	decrease	by	approximately	$13.8	million	by	December	31,	2024,	primarily	due	
to	settlements	and	expirations	of	statutes	of	limitations.

Generally,	our	ability	to	distribute	the	$215.3	million	cash	and	cash	equivalents	held	by	our	foreign	
subsidiaries	at	December	31,	2023	is	limited	to	that	subsidiary’s	distributable	reserves	and	after	considering	
other	corporate	legal	restrictions.	The	remaining	excess	of	the	amount	for	financial	reporting	over	the	tax	basis	
of	investments	in	foreign	subsidiaries	is	indefinitely	reinvested,	and	the	determination	of	any	deferred	tax	
liability	on	this	amount	is	not	practicable.

NOTE	4—DISCONTINUED	OPERATIONS

Separation	of	Match	Group	and	IAC

On	June	30,	2020,	the	companies	formerly	known	as	Match	Group,	Inc.	(referred	to	as	“Former	Match	
Group”)	and	IAC/InterActiveCorp	(referred	to	as	“Former	IAC”)	completed	the	separation	of	the	Company	from	
IAC	through	a	series	of	transactions	that	resulted	in	two,	separate	public	companies—(1)	Match	Group,	which	
consists	of	the	businesses	of	Former	Match	Group	and	certain	financing	subsidiaries	previously	owned	by	Former	
IAC,	and	(2)	IAC/InterActiveCorp,	formerly	known	as	IAC	Holdings,	Inc.	(“IAC”),	consisting	of	Former	IAC’s	
businesses	other	than	Match	Group	(the	“Separation”).

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

related	income	tax	effects	in	subsequent	years,	are	presented	as	discontinued	operations.

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The	key	components	of	(loss)	earnings	from	discontinued	operations	for	the	years	ended	December	31,	

2022,	and	2021	consist	of	the	following:

Income	tax	(provision)	benefit

(Loss)	earnings	from	discontinued	operations

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

Years	Ended	December	31,

2022

2021

(In	thousands)

$	

$	

(2,211)	 $	

(2,211)	 $	

509	

509	

December	31,

2023

2022

(In	thousands)

$	 2,342,612	 $	 2,348,366	
189,006	

183,053	

122,693	

168,741	

$	 2,648,358	 $	 2,706,113	

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

goodwill,	for	the	years	ended	December	31,	2023	and	2022:

Balance	at	January	1

Additions

Foreign	Exchange	Translation

Balance	at	December	31

December	31,

2023

2022

(In	thousands)

$	 2,348,366	 $	 2,411,996	

12,525	

(18,279)	

27,086	

(90,716)	

$	 2,342,612	 $	 2,348,366	

During	the	year	ended	December	31,	2022,	the	Company	recognized	impairment	charges	of	$270.1	million	

related	to	Hyperconnect	indefinite-	and	definite-lived	intangible	assets	related	to	a	decline	in	long-term	
projections	for	the	business	since	the	acquisition	in	June	2021,	including	adverse	foreign	currency	impacts	in	
certain	of	Hyperconnect’s	key	markets,	and	the	use	of	higher	discount	rates	to	value	the	assets.	Additionally,	the	
Company	recognized	$49.4	million	of	impairment	during	the	year	ended	December	31,	2022	related	to	certain	
trade	names	including	the	Meetic	and	Match	brands	in	Europe	and	certain	affinity	brands	in	the	U.S.,	primarily	
due	to	declining	projections	at	such	brands.	These	charges	are	included	within	impairment	and	amortization	of	
intangibles	in	the	consolidated	statement	of	operations.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

December	31,	2023	and	2022,	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,	2023

Gross
Carrying
Amount

Accumulated
Amortization

(In	thousands)

$	

120,764	 $	

(65,596)	 $	

65,443	

57,955	

20	

(45,863)	

(10,010)	

(20)	

Net

55,168	

19,580	

47,945	

—	

$	

244,182	 $	

(121,489)	 $	

122,693	

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	

Weighted-
Average
Useful	Life
	(Years)

5.0

4.7

7.8

—

6.0

Weighted-
Average
Useful	Life
	(Years)

4.9

4.5

7.7

2.0

5.7

At	December	31,	2023,	amortization	of	intangible	assets	with	definite	lives	is	estimated	to	be	as	follows:

2024

2025

2026

2027

2028	and	thereafter

Total

(In	thousands)

$	

42,386	

35,799	

18,253	

7,968	

18,287	

$	

122,693	

NOTE	6—FINANCIAL	INSTRUMENTS

Equity	securities	without	readily	determinable	fair	values

At	December	31,	2023	and	2022,	the	carrying	value	of	the	Company’s	investments	in	equity	securities	
without	readily	determinable	fair	values	totaled	$14.3	million	and	$14.2	million,	respectively,	and	is	included	in	
“Other	non-current	assets”	in	the	accompanying	consolidated	balance	sheet.	The	cumulative	downward	
adjustments	(including	impairments)	to	the	carrying	value	of	equity	securities	without	readily	determinable	fair	
values	held	as	of	December	31,	2023	were	$2.1	million.	For	both	the	years	ended	December	31,	2023	and	2022,	
there	were	no	adjustments,	either	downward	or	upward,	to	the	carrying	value	of	equity	securities	without	
readily	determinable	fair	values.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Fair	Value	Measurements

The	following	tables	present	the	Company’s	financial	instruments	that	are	measured	at	fair	value	on	a	

recurring	basis:

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

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

December	31,	2023

Significant	Other	
Observable	
Inputs
(Level	2)

(In	thousands)

Total
Fair	Value
Measurements

$	

125,659	 $	

—	 $	

125,659	

—	

—	

75,000	

75,000	

6,200	

6,200	

$	

125,659	 $	

81,200	 $	

206,859	

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

$	

77,150	 $	

—	 $	

25,593	

77,150	

25,593	

$	

77,150	 $	

34,316	 $	

111,466	

8,723	

8,723	

—	

—	

Financial	instruments	measured	at	fair	value	only	for	disclosure	purposes

The	following	table	presents	the	carrying	value	and	the	fair	value	of	financial	instruments	measured	at	fair	

value	only	for	disclosure	purposes.

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

______________________

December	31,	2023

December	31,	2022

Carrying	Value

Fair	Value

Carrying	Value

Fair	Value

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

(In	thousands)

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

(b) At	December	31,	2023,	the	fair	value	of	the	outstanding	2026	Exchangeable	Notes	and	2030	

Exchangeable	Notes	is	$517.2	million	and	$500.3	million,	respectively.	At	December	31,	2022,	the	fair	
value	of	the	outstanding	2026	Exchangeable	Notes	and	2030	Exchangeable	Notes	is	$514.4	million,	and	
$499.7	million,	respectively.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

At	December	31,	2023	and	2022,	the	fair	value	of	long-term	debt,	net	is	estimated	using	observable	market	

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

NOTE	7—LONG-TERM	DEBT,	NET	

Long-term	debt,	net	consists	of:

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	June	15,	2026	(the	“2026	

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

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

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

Total	long-term	debt

Less:	Unamortized	original	issue	discount

Less:	Unamortized	debt	issuance	costs

Total	long-term	debt,	net

December	31,

2023

2022

$	

(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	

575,000	

575,000	

575,000	

3,875,000	

3,479	

29,279	

575,000	

3,875,000	

4,366	

34,908	

$	

3,842,242	 $	

3,835,726	

The	following	diagram	illustrates	where	debt	is	held	in	our	corporate	structure	as	of	December	31,	2023.

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

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

December	31,	2023	and	2022,	there	were	no	outstanding	borrowings,	$0.4	million	in	outstanding	letters	of	
credit,	and	$749.6	million	of	availability	under	the	Credit	Facility.	The	annual	commitment	fee	on	undrawn	funds,	
which	is	based	on	MG	Holdings	II’s	consolidated	net	leverage	ratio,	was	25	basis	points	as	of	December	31,	2023.	
Borrowings	under	the	Credit	Facility	bear	interest,	at	MG	Holdings	II’s	option,	at	a	base	rate	or	Adjusted	Term	
SOFR,	in	each	case	plus	an	applicable	margin,	based	on	MG	Holdings	II’s	consolidated	net	leverage	ratio.	If	MG	
Holdings	II	borrows	under	the	Credit	Facility,	it	will	be	required	to	maintain	a	consolidated	net	leverage	ratio	of	
not	more	than	5.0	to	1.0.

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

Term	Loan	bears	interest	at	Adjusted	Term	SOFR	plus	1.75%,	which	was	7.27%	at	December	31,	2023.	At	
December	31,	2022,	the	Term	Loan	bore	interest	at	LIBOR	plus	1.75%,	which	was	6.49%.	The	Term	Loan	matures	
on	February	13,	2027.	Interest	payments	are	due	at	least	quarterly	through	the	term	of	the	loan.	The	Term	Loan	
provides	for	annual	principal	payments	as	part	of	an	excess	cash	flow	sweep	provision,	the	amount	of	which,	if	
any,	is	governed	by	the	secured	net	leverage	ratio	set	forth	in	the	Credit	Agreement.

The	Credit	Agreement	includes	covenants	that	would	limit	the	ability	of	MG	Holdings	II	to	pay	dividends,	

make	distributions,	or	repurchase	MG	Holdings	II’s	stock	in	the	event	MG	Holdings	II’s	secured	net	leverage	ratio	
exceeds	2.0	to	1.0,	while	the	Term	Loan	remains	outstanding	and,	thereafter,	if	MG	Holdings	II’s	consolidated	
net	leverage	ratio	exceeds	4.0	to	1.0,	or	if	an	event	of	default	has	occurred.	The	Credit	Agreement	includes	
additional	covenants	that	limit	the	ability	of	MG	Holdings	II	and	its	subsidiaries	to,	among	other	things,	incur	
indebtedness,	pay	dividends,	or	make	distributions.	Obligations	under	the	Credit	Facility	and	Term	Loan	are	
unconditionally	guaranteed	by	certain	MG	Holdings	II	wholly-owned	domestic	subsidiaries	and	are	also	secured	
by	the	stock	of	certain	MG	Holdings	II	domestic	and	foreign	subsidiaries.	The	Term	Loan	and	outstanding	
borrowings,	if	any,	under	the	Credit	Facility	rank	equally	with	each	other,	and	have	priority	over	the	Senior	Notes	
to	the	extent	of	the	value	of	the	assets	securing	the	borrowings	under	the	Credit	Agreement.

Senior	Notes

The	3.625%	Senior	Notes	were	issued	on	October	4,	2021.	The	proceeds	from	these	notes	were	used	to	
redeem	a	portion	of	the	then	outstanding	0.875%	Exchangeable	Senior	Notes	due	October	1,	2022	(the	“2022	
Exchangeable	Notes”)	and	for	general	corporate	purposes.	At	any	time	prior	to	October	1,	2026,	these	notes	
may	be	redeemed	at	a	redemption	price	equal	to	the	sum	of	the	principal	amount,	plus	accrued	and	unpaid	
interest	and	a	make-whole	premium	set	forth	in	the	indenture	governing	the	notes.	Thereafter,	these	notes	may	
be	redeemed	at	the	redemption	prices	set	forth	below,	together	with	accrued	and	unpaid	interest	to	the	
applicable	redemption	date:

Beginning	October	1,

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,	and	are	currently	redeemable.	The	proceeds	from	
these	notes	were	used	to	redeem	then	outstanding	senior	notes,	to	pay	expenses	associated	with	the	offering,	
and	for	general	corporate	purposes.	These	notes	may	be	redeemed	at	the	redemption	prices	set	forth	below,	

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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	distribution	by	Former	Match	Group	that	was	payable	in	connection	with	the	Separation.	
At	any	time	prior	to	May	1,	2025,	these	notes	may	be	redeemed	at	a	redemption	price	equal	to	the	sum	of	the	
principal	amount,	plus	accrued	and	unpaid	interest	and	a	make-whole	premium	set	forth	in	the	indenture	
governing	the	notes.	Thereafter,	these	notes	may	be	redeemed	at	the	redemption	prices	set	forth	below,	
together	with	accrued	and	unpaid	interest	to	the	applicable	redemption	date:

Beginning	May	1,

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,

2023

2024

2025	and	thereafter

Percentage

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,	2023,	there	were	no	limitations	pursuant	thereto.	There	are	additional	covenants	in	the	
5.00%	Senior	Notes	indenture	that	limit	the	ability	of	MG	Holdings	II	and	its	subsidiaries	to,	among	other	things,	
(i)	incur	indebtedness,	make	investments,	or	sell	assets	in	the	event	MG	Holdings	II	is	not	in	compliance	with	
specified	financial	ratios,	and	(ii)	incur	liens,	enter	into	agreements	restricting	their	ability	to	pay	dividends,	enter	
into	transactions	with	affiliates,	or	consolidate,	merge,	or	sell	substantially	all	of	their	assets.	The	indentures	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

The	Senior	Notes	all	rank	equally	in	right	of	payment.

Exchangeable	Notes

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

The	2026	and	2030	Exchangeable	Notes	(collectively	the	“Exchangeable	Notes”)	are	guaranteed	by	the	

Company	but	are	not	guaranteed	by	MG	Holdings	II	or	any	of	its	subsidiaries.

The	following	table	presents	details	of	the	outstanding	exchangeable	features:

Number	of	shares	of	
the	Company’s	
Common	Stock	into	
which	each	$1,000	of	
Principal	of	the	
Exchangeable	Notes	is	
Exchangeable(a)

Approximate	
Equivalent	Exchange	
Price	per	Share(a)

Exchangeable	Date

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	
common	stock.	It	is	the	Company’s	intention	to	settle	the	Exchangeable	Notes	with	cash	equal	to	the	face	
amount	of	the	notes	upon	exchange.	Any	dilution	arising	from	the	2026	and	2030	Exchangeable	Notes	would	be	
mitigated	by	the	2026	and	2030	Exchangeable	Notes	Hedges	(defined	below),	respectively.

There	were	not	any	2026	or	2030	Exchangeable	Notes	presented	for	exchange	during	the	years	ended	

December	31,	2023	and	2022.	Neither	of	the	2026	and	2030	Exchangeable	Notes	were	exchangeable	as	of	
December	31,	2023.

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

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

Additionally,	all	or	any	portion	of	the	2026	Exchangeable	Notes	and	2030	Exchangeable	Notes	may	be	

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

The	following	table	sets	forth	the	components	of	the	outstanding	Exchangeable	Notes	as	of	December	31,	

2023	and	2022:

December	31,	2023

December	31,	2022

2026	
Exchangeable	
Notes

2030	
Exchangeable	
Notes

2026	
Exchangeable	
Notes

2030	
Exchangeable	
Notes

(In	thousands)

Principal

$	 575,000	 $	 575,000	 $	 575,000	 $	 575,000	

Less:	unamortized	debt	issuance	costs

3,976	

6,630	

5,562	

7,645	

Net	carrying	value	included	in	long-term	debt,	net

$	 571,024	 $	 568,370	 $	 569,438	 $	 567,355	

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

ended	December	31,	2023,	2022,	and	2021:

Contractual	interest	expense

Amortization	of	debt	issuance	costs

Total	interest	expense	recognized

Year	Ended	December	31,	2023

2026	Exchangeable	
Notes

2030	Exchangeable	
Notes

$	

$	

(In	thousands)

5,031	 $	

1,586	

6,617	 $	

11,500	

1,015	

12,515	

Year	Ended	December	31,	2022

2022	Exchangeable	
Notes(a)

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(a)

2026	Exchangeable	
Notes

2030	Exchangeable	
Notes

Contractual	interest	expense

Amortization	of	debt	issuance	costs

Total	interest	expense	recognized

(In	thousands)

3,525	 $	

2,939	

6,464	 $	

5,031	 $	

1,570	

6,601	 $	

11,500	

989	

12,489	

$	

$	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

______________________

(a)

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

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

Exchangeable	Notes	Hedges	and	Warrants

In	connection	with	the	Exchangeable	Notes	offerings,	the	Company	purchased	call	options	allowing	the	
Company	to	purchase	initially	(subject	to	adjustment	upon	the	occurrence	of	specified	events)	the	same	number	
of	shares	that	would	be	issuable	upon	the	exchange	of	the	applicable	Exchangeable	Notes	at	the	price	per	share	
set	forth	below	(the	“Exchangeable	Notes	Hedges”),	and	sold	warrants	allowing	the	counterparty	to	purchase	
(subject	to	adjustment	upon	the	occurrence	of	specified	events)	shares	at	the	per	share	price	set	forth	below	
(the	“Exchangeable	Notes	Warrants”).

The	Exchangeable	Notes	Hedges	are	expected	to	reduce	the	potential	dilutive	effect	on	the	Company’s	

common	stock	upon	any	exchange	of	notes	and/or	offset	any	cash	payment	Match	Group	FinanceCo	2,	Inc.	or	
Match	Group	FinanceCo	3,	Inc.	is	required	to	make	in	excess	of	the	principal	amount	of	the	exchanged	notes.	
The	Exchangeable	Notes	Warrants	have	a	dilutive	effect	on	the	Company’s	common	stock	to	the	extent	that	the	
market	price	per	share	of	the	Company’s	common	stock	exceeds	their	respective	strike	prices.

The	following	tables	present	details	of	the	Exchangeable	Notes	Hedges	and	Warrants	outstanding	at	

December	31,	2023:

Number	of	Shares(a)

Approximate	
Equivalent	Exchange	
Price	per	Share(a)

(Shares	in	millions)

6.6 $	

6.8 $	

87.52	

84.22	

Number	of	Shares(a)

Weighted	Average	
Strike	Price	per	
Share(a)

(Shares	in	millions)

6.6 $	

6.8 $	

134.76	

134.82	

$	

(In	thousands)

575,000	

875,000	

500,000	

350,000	

1,075,000	
500,000	

3,875,000	

3,479	

29,279	

$	

3,842,242	

2026	Exchangeable	Notes	Hedges

2030	Exchangeable	Notes	Hedges

2026	Exchangeable	Notes	Warrants

2030	Exchangeable	Notes	Warrants

______________________

(a)

Subject	to	adjustment	upon	the	occurrence	of	specified	events.

Long-term	debt	maturities
Years	Ending	December	31,

2026

2027

2028

2029

2030
2031

Total

Less:	Unamortized	original	issue	discount

Less:	Unamortized	debt	issuance	costs

Total	long-term	debt,	net

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

NOTE	8—SHAREHOLDERS’	EQUITY	

Description	of	Common	Stock	

Holders	of	Match	Group	common	stock	are	entitled	to	one	vote	per	share	on	all	matters	to	be	voted	upon	

by	the	stockholders.	Holders	of	Match	Group	common	stock	are	entitled	to	receive,	share	for	share,	such	
dividends	as	may	be	declared	by	Match	Group’s	Board	of	Directors	out	of	funds	legally	available	therefor.	In	the	
event	of	a	liquidation,	dissolution,	or	winding	up,	holders	of	the	Company’s	common	stock	are	entitled	to	receive	
ratably	the	assets	available	for	distribution	to	stockholders	after	payment	of	all	liabilities.

Reserved	Common	Shares

In	connection	with	equity	compensation	plans,	the	Exchangeable	Notes,	and	warrants,	64.5	million	shares	

of	Match	Group	common	stock	are	reserved	at	December	31,	2023.

Common	Stock	Repurchases

In	May	2022,	our	Board	of	Directors	approved	a	shares	repurchase	program	(the	“2022	Share	Repurchase	

Program”)	to	repurchase	up	to	12.5	million	shares	of	our	common	stock.	In	April	2023,	our	Board	of	Directors	
approved	a	share	repurchase	program	(the	“2023	Share	Repurchase	Program”)	for	the	repurchase	of	up	to	
$1.0	billion	in	aggregate	value	of	shares	of	Match	Group	stock,	which	replaced	the	2022	Share	Repurchase	
Program.	On	January	30,	2024,	the	Board	of	Directors	of	the	Company	approved	a	new	share	repurchase	
program	of	up	to	$1.0	billion	in	aggregate	value	of	shares	of	Match	Group	stock	(the	“2024	Share	Repurchase	
Program”).	The	2024	Share	Repurchase	Program	replaces	the	2023	Share	Repurchase	Program.

During	the	years	ended	December	31,	2023	and	2022,	we	repurchased	13.5	million	and	7.2	million	shares	

of	our	common	stock,	respectively,	for	aggregate	consideration,	on	a	trade	date	basis,	of	$546.2	million	and	
$482.0	million,	respectively.	No	repurchases	were	made	during	2021.

Preferred	Stock

The	Company	has	authorized	100,000,000	shares,	$0.01	par	value	per	share,	of	preferred	stock.	No	shares	

have	been	issued	under	this	authorization.

NOTE	9—ACCUMULATED	OTHER	COMPREHENSIVE	LOSS	

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

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

Balance	at	January	1

Other	comprehensive	loss

Balance	at	December	31

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

$	

$	

(369,182)	 $	

(223,754)	 $	

(16,289)	 	

(145,428)	 	

(385,471)	 $	

(369,182)	 $	

(81,454)	

(142,300)	

(223,754)	

At	December	31,	2023,	2022,	and	2021,	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

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

Match	Group	shareholders:

Years	Ended	December	31,

2023

2022

2021

Basic

Diluted

Basic

Diluted

Basic

Diluted

(In	thousands,	except	per	share	data)

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

67	

—	

—	

67	

2,027	

2,027	

1,169	

1,169	

(81)	

12,684	

—	

—	

(222)	

4,151	

—	

—	

(993)	

6,616	

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

—	

—	

(2,211)	

(2,211)	

509	

509	

$	 651,539	 $	 664,142	 $	 361,946	 $	 365,875	 $	 277,723	 $	 283,346	

275,773	

275,773	

282,564	

282,564	

275,004	

275,004	

—	

—	

4,114	

13,397	

—	

—	

5,020	

7,631	

—	

—	

13,866	

15,970	

275,773	

293,284	

282,564	

295,215	

275,004	

304,840	

2.36	 $	

2.26	 $	

1.29	 $	

1.25	 $	

1.01	 $	

0.93	

—	 $	

—	 $	

(0.01)	 $	

(0.01)	 $	

0.00	 $	

0.00	

2.36	 $	

2.26	 $	

1.28	 $	

1.24	 $	

1.01	 $	

0.93	

Numerator

Net	earnings	from	continuing	

operations

Net	loss	attributable	to	noncontrolling	

interests

Impact	from	subsidiaries'	dilutive	

securities	of	continuing	operations

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

Net	earnings	from	continuing	

operations	attributable	to	Match	
Group,	Inc.	shareholders

Net	(loss)	earnings	from	

discontinued	operations	
attributable	to	shareholders

Net	earnings	attributable	to	Match	

Group,	Inc.	shareholders

Denominator

Weighted	average	basic	shares	

outstanding

Dilutive	securities(b)(c)

Dilutive	shares	from	Exchangeable	Notes,	

if-converted(a)

Denominator	for	earnings	per	share—

weighted	average	shares(b)(c)

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

$	

$	

$	

______________________

(a) The	Company	uses	the	if-converted	method	for	calculating	the	dilutive	impact	of	the	outstanding	
Exchangeable	Notes.	For	the	year	ended	December	31,	2023,	the	Company	adjusted	net	earnings	
attributable	to	Match	Group,	Inc.	shareholders	for	the	cash	interest	expense,	net	of	income	taxes,	
incurred	on	the	2026	and	2030	Exchangeable	Notes.	Dilutive	shares	were	also	included	for	the	same	
series	of	Exchangeable	Notes.	For	the	years	ended	December	31,	2022	and	2021,	the	Company	adjusted	
net	earnings	from	continuing	operations	attributable	to	Match	Group,	Inc.	shareholders	for	the	cash	
interest	expense,	net	of	income	taxes,	incurred	on	the	2022	and	2026	Exchangeable	Notes	and	dilutive	

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

shares	were	included	for	the	same	set	of	notes.	For	the	years	ended	December	31,	2022	and	2021,	the	
2030	Exchangeable	Notes	were	not	more	dilutive	under	the	if-converted	method	and	therefore	no	
adjustment	to	net	earnings	attributable	to	Match	Group,	Inc.	for	cash	interest	expense	related	to	the	
2030	Exchangeable	Notes	was	made	for	those	years,	and	the	weighted	average	6.8	million	shares	
related	to	the	2030	Exchangeable	Notes	are	excluded	from	dilutive	securities	for	both	years.

(b)

If	the	effect	is	dilutive,	weighted	average	common	shares	outstanding	include	the	incremental	shares	
that	would	be	issued	upon	the	assumed	exercise	of	stock	options,	warrants,	and	subsidiary	
denominated	equity	and	vesting	of	restricted	stock	units.	For	the	years	ended	December	31,	2023,	
2022,	and	2021,	15.9	million,	16.0	million,	and	0.9	million	potentially	dilutive	securities,	respectively,	
are	excluded	from	the	calculation	of	diluted	earnings	per	share	because	their	inclusion	would	have	been	
anti-dilutive.

(c) Market-based	awards	and	performance-based	stock	units	(“PSUs”)	are	considered	contingently	issuable	
shares.	Shares	issuable	upon	exercise	or	vesting	of	market-based	awards	and	PSUs	are	included	in	the	
denominator	for	earnings	per	share	if	(i)	the	applicable	market	or	performance	condition(s)	has	been	
met	and	(ii)	the	inclusion	of	the	market-based	awards	and	PSUs	is	dilutive	for	the	respective	reporting	
periods.	For	the	years	ended	December	31,	2023,	2022,	and	2021,	3.2	million,	1.6	million,	and	1.0	
million	market-based	awards	and	PSUs,	respectively,	were	excluded	from	the	calculation	of	diluted	
earnings	per	share	because	the	market	or	performance	conditions	had	not	been	met.

NOTE	11—STOCK-BASED	COMPENSATION

The	Company	currently	has	three	active	stock	and	annual	incentive	plans;	two	Former	Match	Group	plans	

were	assumed	as	part	of	the	Separation	(the	2015	and	2017	plans)	and	another	plan	was	approved	by	
shareholders	on	June	25,	2020	(the	2020	plan).	The	2015	and	2017	plans	(i)	cover	stock	options	to	acquire	shares	
of	Match	Group	common	stock,	restricted	stock	units	(“RSUs”),	PSUs,	and	stock	settled	stock	appreciation	rights	
denominated	in	the	equity	of	certain	of	our	subsidiaries,	in	each	case	with	respect	to	awards	granted	by	the	
Company	as	well	as	awards	previously	granted	by	Former	Match	Group	prior	to	the	Separation,	and	(ii)	provide	
for	the	future	grant	of	equity	awards	by	the	Company.	The	2015	and	2017	plans	authorize	the	Company	to	grant	
awards	to	its	employees,	officers,	directors	and	consultants.	At	December	31,	2023,	there	were	20.3	million	
shares	available	for	the	future	grant	of	equity	awards	under	the	2015	and	2017	plans	collectively.	The	2020	plan	
covers	options	previously	granted	by	Former	IAC	that	converted	into	Match	Group	options	as	a	result	of	the	
Separation.	No	additional	grants	can	be	made	from	the	2020	plan.

The	2015	and	2017	plans	have	a	stated	term	of	ten	years	and	provide	that	the	exercise	price	of	stock	
options	granted	will	not	be	less	than	the	market	price	of	the	Company’s	common	stock	on	the	grant	date.	
Neither	plan	specifies	grant	dates	or	vesting	schedules	of	awards	as	those	determinations	have	been	delegated	
to	the	Compensation	and	Human	Resources	Committee	of	Match	Group’s	Board	of	Directors	(the	“Committee”).	
Each	grant	agreement	reflects	the	vesting	schedule	for	that	particular	grant	as	determined	by	the	Committee.	
RSUs	outstanding	generally	vest	over	a	three-	or	four-year	period.	Market-based	awards	and	PSUs	outstanding	
generally	vest	over	a	two-	to	four-year	period.

Stock-based	compensation	expense	recognized	in	the	consolidated	statement	of	operations	includes	

expense	related	to	the	Company’s	stock	options,	RSUs,	market-based	awards,	PSUs	for	which	vesting	is	
considered	probable,	and	equity	instruments	denominated	in	shares	of	subsidiaries.	The	amount	of	stock-based	
compensation	expense	recognized	is	net	of	estimated	forfeitures,	as	the	expense	recorded	is	based	on	awards	
that	are	ultimately	expected	to	vest.	The	forfeiture	rate	is	estimated	at	the	grant	date	based	on	historical	
experience	and	revised,	if	necessary,	in	subsequent	periods	if	actual	forfeitures	differ	from	the	estimated	rate.	At	
December	31,	2023,	there	is	$367.9	million	of	unrecognized	compensation	cost,	net	of	estimated	forfeitures,	
related	to	all	outstanding	equity-based	awards,	which	is	expected	to	be	recognized	over	a	weighted	average	
period	of	approximately	2.0	years.

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

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

December	31,	2023,	2022,	and	2021	is	$3.2	million,	$53.5	million,	and	$53.8	million,	respectively.

Stock	Options

Stock	options	outstanding	at	December	31,	2023	and	changes	during	the	year	ended	December	31,	2023	

are	as	follows:

December	31,	2023

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term	(In	Years)

(Shares	and	intrinsic	value	in	thousands)

Aggregate
Intrinsic
Value

Shares

3,711	 $	

(581)	

(14)	

21.13	

22.92	

20.81	

3,116	 $	

20.80	

3.1

$	

51,694	

Outstanding	at	January	1,	2023

Exercised

Expired	and	forfeited

Outstanding	and	exercisable	at	

December	31,	2023

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

stock	price	on	the	last	trading	day	of	2023	and	the	exercise	price,	multiplied	by	the	number	of	in-the-money	
options	that	would	have	been	exercised	had	option	holders	exercised	their	options	on	December	31,	2023.	The	
total	intrinsic	value	of	stock	options	exercised	during	the	years	ended	December	31,	2023	and	2022	is	$13.7	
million	and	$54.5	million,	respectively.	Cash	received	from	Match	Group	stock	option	exercises	for	the	years	
ended	December	31,	2023,	2022,	and	2021	was	$19.9	million,	$20.5	million,	and	$58.4	million,	respectively.

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

RSUs,	PSUs,	and	market-based	awards	are	awards	in	the	form	of	phantom	shares	or	units	denominated	in	a	

hypothetical	equivalent	number	of	shares	of	Match	Group	common	stock.	For	market-based	awards,	the	grant	
date	fair	value	was	estimated	using	a	lattice	model	that	incorporates	a	Monte	Carlo	simulation	of	the	Company’s	
total	shareholder	return	relative	to	companies	within	the	Nasdaq	100	Index	over	various	performance	periods.	
Each	RSU,	PSU,	and	market-based	award	grant	is	subject	to	service-based	vesting,	where	a	specific	period	of	
continued	employment	must	pass	before	an	award	vests.	PSUs	also	include	performance-based	vesting	
conditions	where	certain	performance	targets	set	at	the	time	of	grant	must	be	achieved	before	an	award	vests.	
The	number	of	market-based	awards	that	ultimately	vest	is	based	on	a	valuation	of	a	wholly-owned	business	or	
the	Company’s	market	performance	relative	to	certain	other	publicly-traded	companies.	For	RSU	grants,	the	
expense	is	measured	at	the	grant	date	as	the	fair	value	of	Match	Group	common	stock	and	expensed	as	stock-
based	compensation	over	the	vesting	term.	For	PSU	grants,	the	expense	is	measured	at	the	grant	date	as	the	fair	
value	of	Match	Group	common	stock	and	expensed	as	stock-based	compensation	over	the	vesting	term	if	the	
performance	targets	are	considered	probable	of	being	achieved.

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MATCH	GROUP,	INC.	AND	SUBSIDIARIES

NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Unvested	RSUs,	PSUs,	and	market-based	awards	outstanding	at	December	31,	2023	and	changes	during	the	

year	ended	December	31,	2023	are	as	follows:

RSUs

PSUs

Market-based	awards

Number	of	
shares

Weighted	
Average	
Grant	Date	
Fair	Value

Number	of	
shares(a)

Weighted	
Average	
Grant	Date	
Fair	Value

Number	of	
shares(a)

Weighted	
Average	
Grant	Date	
Fair	Value

(Shares	in	thousands)

Unvested	at	January	1,	2023

4,657	 $	 101.69	

152	 $	 138.96	

1,406	 $	 145.32	

Granted

Vested

Forfeited

5,327	

(1,899)	 	

(753)	 	

Unvested	at	December	31,	2023

7,332	 $	

______________________

(a) Represents	the	maximum	shares	issuable.

41.45	

97.42	

74.86	

61.79	

2,126	

—	

(131)	 	

2,147	 $	

40.75	

—	

75.87	

45.58	

1,258	

—	

53.67	

—	

(312)	 	

157.48	

2,352	 $	

94.67	

The	weighted	average	fair	value	of	RSUs	and	PSUs	granted	during	the	years	ended	December	31,	2023	and	

2022,	based	on	market	prices	of	Match	Group’s	common	stock	on	the	grant	date,	was	$41.25	and	$95.22,	
respectively.	The	total	fair	value	of	RSUs	that	vested	during	the	years	ended	December	31,	2023	and	2022	was	
$185.0	million	and	$129.0	million,	respectively.	No	PSUs	vested	during	the	year	ended	December	31,	2023.	The	
total	fair	value	of	PSUs	that	vested	during	the	year	ended	December	31,	2022	was	$16.3	million.

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

2023	and	2022,	respectively.	The	vesting	of	the	awards	granted	in	2023	and	2022	are	dependent	upon	the	
Company’s	total	shareholder	return	relative	to	companies	within	the	Nasdaq	100	Index	over	various	
performance	periods.	No	market-based	awards	vested	during	the	year	ended	December	31,	2023.	The	total	fair	
value	of	market-based	awards	that	vested	during	the	year	ended	December	31,	2022	was	$1.9	million.

Equity	Instruments	Denominated	in	Shares	of	Certain	Subsidiaries

The	Company	has	granted	stock	settled	stock	appreciation	rights	denominated	in	the	equity	of	certain	non-
publicly	traded	subsidiaries	to	employees	of	those	subsidiaries.	These	equity	awards	vest	over	a	specified	period	
of	time	or	upon	the	occurrence	of	certain	specified	events.	The	value	of	the	stock	settled	stock	appreciation	
rights	is	based	on	the	equity	value	of	these	subsidiaries.	Accordingly,	these	awards	only	have	value	to	the	extent	
the	relevant	business	appreciates	in	value	above	the	initial	value	utilized	to	determine	the	exercise	price.	The	fair	
value	of	the	common	stock	of	these	subsidiaries	is	generally	determined	through	a	third-party	valuation	
pursuant	to	the	terms	of	the	respective	subsidiary	equity	plan.	These	equity	awards	are	settled	on	a	net	basis,	
with	the	award	holder	entitled	to	receive	a	payment	in	shares	of	Match	Group	common	stock	with	a	total	value	
equal	to	the	intrinsic	value	of	the	award	at	exercise.	The	number	of	shares	of	Match	Group	common	stock	
ultimately	needed	to	settle	these	awards	may	vary	significantly	from	the	estimated	number	below	as	a	result	of	
movements	in	our	stock	price	and/or	a	determination	of	fair	value	of	the	relevant	subsidiary	that	differs	from	
our	estimate.	The	expense	associated	with	these	equity	awards	is	initially	measured	at	fair	value	at	the	grant	
date	and	is	expensed	as	stock-based	compensation	over	the	vesting	term.	At	December	31,	2023,	the	number	of	
shares	of	Match	Group	common	stock	that	would	be	required	to	settle	these	awards	at	estimated	fair	values,	
including	vested	and	unvested	awards,	net	of	an	assumed	50%	withholding	tax,	is	0.9	million	shares.	The	
withholding	taxes,	which	would	be	paid	by	the	Company	on	behalf	of	the	employees	at	exercise,	required	to	
settle	the	vested	and	unvested	awards	at	estimated	fair	values	on	December	31,	2023	is	$34.6	million	assuming	
a	50%	withholding	tax	rate.	The	corresponding	number	of	shares	and	withholding	tax	amount	as	of	
December	31,	2022	were	0.7	million	shares	and	$27.9	million.

Employee	Stock	Purchase	Plan

	The	Match	Group,	Inc.	2021	Global	Employee	Stock	Purchase	Plan	(the	"ESPP")	was	approved	by	the	

Company’s	shareholders	on	June	15,	2021.	Under	the	ESPP,	eligible	employees	may	purchase	the	Company’s	
common	stock	at	a	15%	discount	of	the	lower	of	the	market	price	of	our	common	stock	on	the	date	of	

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

Under	the	ESPP,	employees	purchased	0.3	million	shares	at	a	weighted	average	price	per	share	of	$27.22	

during	the	year	ended	December	31,	2023.	At	December	31,	2023,	there	were	2.4	million	shares	available	for	
future	issuance	under	the	ESPP.	At	December	31,	2023,	there	is	$1.0	million	of	unrecognized	compensation	cost,	
net	of	estimated	forfeitures,	related	to	the	ESPP,	which	is	expected	to	be	recognized	over	a	weighted	average	
period	of	approximately	0.5	years.

Capitalization	of	Stock-Based	Compensation

For	the	years	ended	December	31,	2023,	2022	and	2021,	$11.7	million,	$10.6	million,	and	$6.4	million,	
respectively,	of	stock-based	compensation	was	capitalized	related	to	the	development	of	internal	use	software.

Modifications	of	awards

During	the	years	ended	December	31,	2023,	2022,	and	2021,	the	Company	modified	certain	equity	awards	

and	recognized	modification	charges	in	continuing	operations	of	$1.8	million,	$14.6	million,	and	$10.2	million,	
respectively,	impacting	fewer	than	30	employees	in	any	given	year.

NOTE	12—GEOGRAPHIC	INFORMATION

Revenue	by	geography	is	based	on	where	the	customer	is	located.	Geographic	information	about	revenue	

and	long-lived	assets	is	presented	below:

Revenue

United	States

All	other	countries

Total

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

$	1,541,012	 $	1,450,702	 $	1,362,658	

	 1,823,492	

	 1,738,141	

	 1,620,619	

$	3,364,504	 $	3,188,843	 $	2,983,277	

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

Long-lived	assets	(excluding	goodwill	and	intangible	assets)

United	States

South	Korea

All	other	countries

Total

NOTE	13—LEASES

December	31,

2023

2022

(In	thousands)

$	 143,502	 $	 142,297	

23,708	

27,315	

18,854	

14,985	

$	 194,525	 $	 176,136	

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	

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

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

Variable	lease	payments	consist	primarily	of	common	area	maintenance,	utilities,	and	taxes,	which	are	not	

included	in	the	recognition	of	ROU	assets	and	related	lease	liabilities.	The	Company’s	lease	agreements	do	not	
contain	any	material	residual	value	guarantees	or	material	restrictive	covenants.

Leases

Balance	Sheet	Classification

December	31,	2023

December	31,	2022

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)

95,660	 $	

93,661	

16,389	 $	

98,475	

114,864	 $	

14,495	

97,410	

111,905	

$	

$	

$	

Lease	Cost

Income	Statement	Classification

Year	Ended	December	
31,	2023

Year	Ended	December	
31,	2022

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)

1,567	 $	

20,485	

22,052	

880	

3,175	

4,055	
26,107	 $	

1,618	

22,356	

23,974	

682	

2,383	

3,065	
27,039	

(a)

Includes	approximately	$1.5	million	and	$2.6	million	of	short-term	lease	cost,	and	$0.5	million	and	$0.3	
million	of	sublease	income,	for	the	years	ended	December	31,	2023	and	December	31,	2022,	
respectively.

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

2024

2025

2026

2027

2028

After	2028

Total

Less:	Interest
Less:	Tenant	improvement	receivables

Present	value	of	lease	liabilities

______________________

(In	thousands)

21,710	

19,771	

16,688	

13,632	

12,964	

51,231	

135,996	

(19,682)	

(1,450)	
114,864	

$	

$	

(a) Operating	lease	payments	exclude	$28.1	million	of	legally	binding	minimum	lease	payments	for	leases	

signed	but	not	yet	commenced.

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

Remaining	lease	term

Discount	rate

December	31,	2023

December	31,	2022

8.1	years

	3.76	%

9.1	years

	3.54	%

Year	Ended	December	
31,	2023

Year	Ended	December	
31,	2022

(In	thousands)

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

$	

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

14,799	 $	

21,188	 $	

10,431	

20,318	

NOTE	14—COMMITMENTS	AND	CONTINGENCIES

Commitments

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

purchase	obligations	are	$103.2	million	for	2024,	$85.0	million	for	2025,	and	$14.2	million	for	2026,	for	a	total	of	
$202.4	million	in	purchase	obligations.	The	purchase	obligations	primarily	relate	to	web	hosting	service	
commitments.	Letters	of	credit	and	surety	bonds	totaling	$0.5	million	are	currently	outstanding	as	of	
December	31,	2023.

Contingencies

In	the	ordinary	course	of	business,	the	Company	is	a	party	to	various	lawsuits.	The	Company	establishes	

reserves	for	specific	legal	matters	when	it	determines	that	the	likelihood	of	an	unfavorable	outcome	is	probable	
and	the	loss	is	reasonably	estimable.	Management	has	also	identified	certain	other	legal	matters	where	we	
believe	an	unfavorable	outcome	is	not	probable	and,	therefore,	no	reserve	is	established.	Although	management	
currently	believes	that	resolving	claims	against	us,	including	claims	where	an	unfavorable	outcome	is	reasonably	
possible,	will	not	have	a	material	impact	on	the	liquidity,	results	of	operations,	or	financial	condition	of	the	
Company,	these	matters	are	subject	to	inherent	uncertainties	and	management’s	view	of	these	matters	may	
change	in	the	future.	The	Company	also	evaluates	other	contingent	matters,	including	income	and	non-income	
tax	contingencies,	to	assess	the	likelihood	of	an	unfavorable	outcome	and	estimated	extent	of	potential	loss.	It	is	
possible	that	an	unfavorable	outcome	of	one	or	more	of	these	lawsuits	or	other	contingencies	could	have	a	

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

material	impact	on	the	liquidity,	results	of	operations,	or	financial	condition	of	the	Company.	See	“Note	3—
Income	Taxes”	for	additional	information	related	to	income	tax	contingencies.

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

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

FTC	Lawsuit	Against	Former	Match	Group

On	September	25,	2019,	the	United	States	Federal	Trade	Commission	(the	“FTC”)	filed	a	lawsuit	in	federal	

district	court	in	Texas	against	Former	Match	Group.	See	FTC	v.	Match	Group,	Inc.,	No.	3:19:cv-02281-K	(Northern	
District	of	Texas).	The	complaint	alleges	that,	prior	to	mid-2018,	for	marketing	purposes	Match.com	notified	
non-paying	users	that	other	users	were	attempting	to	communicate	with	them,	even	though	Match.com	had	
identified	those	subscriber	accounts	as	potentially	fraudulent,	thereby	inducing	non-paying	users	to	subscribe	
and	exposing	them	to	the	risk	of	fraud	should	they	subscribe.	The	complaint	also	challenges	the	adequacy	of	
Match.com’s	disclosure	of	the	terms	of	its	six-month	guarantee,	the	efficacy	of	its	cancellation	process,	and	its	
handling	of	chargeback	disputes.	The	complaint	seeks	among	other	things	permanent	injunctive	relief,	civil	
penalties,	restitution,	disgorgement,	and	costs	of	suit.	On	March	24,	2022,	the	court	granted	our	motion	to	
dismiss	with	prejudice	on	Claims	I	and	II	of	the	complaint	relating	to	communication	notifications	and	granted	
our	motion	to	dismiss	with	respect	to	all	requests	for	monetary	damages	on	Claims	III	and	IV	relating	to	the	
guarantee	offer	and	chargeback	policy.	On	July	19,	2022,	the	FTC	filed	an	amended	complaint	adding	Match	
Group,	LLC	as	a	defendant.	On	September	11,	2023,	both	parties	filed	motions	for	summary	judgment.	Our	
consolidated	financial	statements	do	not	reflect	any	provision	for	a	loss	with	respect	to	this	matter,	as	we	do	not	
believe	there	is	a	probable	likelihood	of	an	unfavorable	outcome.		Further,	we	do	not	believe	that	there	is	a	
reasonable	possibility	of	an	exposure	to	loss	that	would	be	material	to	our	business.	We	believe	we	have	strong	
defenses	to	the	FTC’s	claims	regarding	Match.com’s	practices,	policies,	and	procedures	and	will	continue	to	
defend	vigorously	against	them.

Irish	Data	Protection	Commission	Inquiry	Regarding	Tinder’s	Practices

On	February	3,	2020,	we	received	a	letter	from	the	Irish	Data	Protection	Commission	(the	“DPC”)	notifying	

us	that	the	DPC	had	commenced	an	inquiry	examining	Tinder’s	compliance	with	the	EU’s	General	Data	
Protection	Regulation	(“GDPR”),	focusing	on	Tinder’s	processes	for	handling	access	and	deletion	requests	and	
Tinder’s	user	data	retention	policies.	On	January	8,	2024,	the	DPC	provided	us	with	a	preliminary	draft	decision	
alleging	that	certain	of	Tinder’s	access	and	retention	policies,	largely	relating	to	protecting	the	safety	and	privacy	
of	Tinder’s	users,	violate	GDPR	requirements.	Our	response	to	the	preliminary	draft	decision	is	due	by	March	15,	
2024.	Our	consolidated	financial	statements	do	not	reflect	any	provision	for	a	loss	with	respect	to	this	matter,	as	
we	do	not	believe	there	is	a	probable	likelihood	of	an	unfavorable	outcome.	However,	based	on	the	preliminary	
draft	decision	and	giving	due	consideration	to	the	uncertainties	inherent	in	this	process,	there	is	at	least	a	
reasonable	possibility	of	an	exposure	to	loss,	which	could	be	anywhere	between	a	nominal	amount	and	
$60	million,	which	we	do	not	believe	would	be	material	to	our	business.	We	believe	we	have	strong	defenses	to	
these	claims	and	will	defend	vigorously	against	them.

NOTE	15—BENEFIT	PLANS

Pursuant	to	the	Match	Group	Retirement	Savings	Plan	(the	“Match	Group	Plan”),	employees	are	eligible	to	
participate	in	a	retirement	savings	plan	sponsored	by	the	Company	in	the	United	States,	which	is	qualified	under	
Section	401(k)	of	the	Internal	Revenue	Code.	Participating	employees	may	contribute	up	to	75%	of	their	pre-tax	
earnings,	but	not	more	than	statutory	limits.	The	employer	match	under	the	Match	Group	Plan	is	100%	of	the	
first	10%	of	a	participant’s	eligible	earnings	up	to	$10,000,	subject	to	IRS	limits	on	the	Company’s	matching	
contribution	that	a	participant	contributes	to	the	Match	Group	Plan.

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NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS	(Continued)

Matching	contributions	under	the	plans	for	the	years	ended	December	31,	2023,	2022,	and	2021	were	

$14.0	million,	$13.5	million	and	$10.9	million,	respectively.	The	increase	in	matching	contributions	is	primarily	
due	to	increased	headcount.

Matching	contributions	are	invested	in	the	same	manner	that	each	participant’s	voluntary	contributions	

are	invested	under	the	respective	plans.

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

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

NOTE	16—CONSOLIDATED	FINANCIAL	STATEMENT	DETAILS	

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	employee	compensation	and	benefits

Accrued	advertising	expense

Accrued	non-income	taxes

Accrued	interest	expense

Other

December	31,

2023

2022

(In	thousands)

$	

46,433	 $	

33,122	

24,468	

45,089	

38,185	

26,053	

$	

104,023	 $	

109,327	

December	31,

2023

2022

(In	thousands)

$	

275,398	 $	

180,410	

67,019	

53,163	

11,565	

17,148	

19,455	

67,139	

45,371	

11,565	

20,861	

49,199	

443,748	

(249,223)	

374,545	

(198,409)	

$	

194,525	 $	

176,136	

December	31,

2023

2022

(In	thousands)

$	

103,336	 $	

59,639	

34,216	

30,184	

79,924	

90,098	

49,509	

38,017	

30,148	

82,165	
289,937	

Accrued	expenses	and	other	current	liabilities

$	

307,299	 $	

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Years	Ended	December	31,

2023

2022

2021

(In	thousands)

Other	income	(expense),	net

$	

19,772	 $	

8,033	 $	

(465,038)	

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

foreign	currency	losses.

Other	income,	net,	in	2022	includes	interest	income	of	$4.4	million,	gains	of	$3.5	million	related	to	
finalization	of	a	legal	settlement,	and	gains	of	$2.7	million	related	to	mark-to-market	adjustments	pertaining	to	
liability	classified	equity	instruments;	partially	offset	by	$2.0	million	in	net	foreign	currency	losses.

Other	expense,	net,	in	2021	includes	a	$441.0	million	loss	related	to	the	former	Tinder	employee	litigation	
settlement,	a	$14.6	million	loss	related	to	the	changes	in	fair	value	of	an	embedded	derivative	arising	from	the	
repurchase	of	a	portion	of	the	2022	Exchangeable	Notes,	a	$5.2	million	inducement	expense	arising	from	the	
repurchased	2022	Exchangeable	Notes,	and	$1.8	million	in	net	foreign	currency	losses;	partially	offset	by	
$2.4	million	of	gains	on	the	net	settlement	of	the	note	hedges	and	warrants.

Cash	and	Cash	Equivalents	and	Restricted	Cash

The	following	table	provides	a	reconciliation	of	cash	and	cash	equivalents	and	restricted	cash	reported	

within	the	consolidated	balance	sheet	to	the	total	amounts	shown	in	the	consolidated	statement	of	cash	flows:

2023

2022

2021

2020

December	31,

(In	thousands)

Cash	and	cash	equivalents

$	

862,440	 $	

572,395	 $	

815,384	 $	

739,164	

Restricted	cash	included	in	other	current	

assets

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

—	

121	

128	

138	

$	

862,440	 $	

572,516	 $	

815,512	 $	

739,302	

Supplemental	Disclosures	of	Cash	Flow	Information

Years	Ended	December	31,

2023

2022

2021

(In	thousands)

Cash	paid	(received)	during	the	year	for:

Interest
Income	tax	payments

Income	tax	refunds

Noncash	issuance	of	common	stock	for	the	acquisition	of	

Hyperconnect

$	
$	

$	

$	

152,481	 $	
110,428	 $	

138,045	 $	
60,026	 $	

117,528	
54,766	

(8,394)	 $	

(13,658)	 $	

(13,840)	

—	 $	

—	 $	

890,851	

92

	
	
	
	
	
	
	
	
	
	
	
	
Table	of	Contents

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,	2023.	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,	2023,	the	
Company’s	internal	control	over	financial	reporting	is	effective.	The	effectiveness	of	our	internal	control	over	
financial	reporting	as	of	December	31,	2023	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,	2023	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,	2023.

93

Table	of	Contents

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,	
2023,	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,	2023,	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	sheets	of	the	Company	as	of	December	31,	2023	and	2022,	
the	related	consolidated	statements	of	operations,	comprehensive	operations,	shareholders’	equity	and	cash	
flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2023,	and	the	related	notes	and	financial	
statement	schedule	listed	in	the	Index	at	Item	15(a),	and	our	report	dated	February	23,	2024	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	23,	2024

94

Table	of	Contents

Item	9B.				Other	Information

Insider	Trading	Arrangements

During	the	three	months	ended	December	31,	2023,	no	director	or	officer	(as	defined	in	Rule	16a-1(f)	
under	the	Securities	Exchange	Act	of	1934,	as	amended)	of	the	Company	adopted	or	terminated	a	“Rule	10b5-1	
trading	arrangement”	or	“non-Rule	10b5-1	trading	arrangement,”	as	each	term	is	defined	in	Item	408(a)	of	
Regulation	S-K.

Item	9C.				Disclosure	Regarding	Foreign	Jurisdictions	that	Prevent	Inspections

Not	applicable.

95

Table	of	Contents

PART	III

The	information	required	by	Part	III	(Items	10,	11,	12,	13	and	14)	has	been	incorporated	by	reference	to	

Match	Group’s	definitive	Proxy	Statement	to	be	used	in	connection	with	its	2024	Annual	Meeting	of	
Stockholders	(the	“2024	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

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	2024	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	2024	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	2024	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	2024	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	2024	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	2024	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	
2024	Proxy	Statement	and	is	incorporated	herein	by	reference.

96

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,	2023	and	2022.

Consolidated	Statement	of	Operations	for	the	Years	Ended	December	31,	2023,	2022,	and	2021.

Consolidated	Statement	of	Comprehensive	Operations	for	the	Years	Ended	December	31,	2023,	2022,	and	

2021.

Consolidated	Statement	of	Shareholders’	Equity	for	the	Years	Ended	December	31,	2023,	2022,	and	2021.

Consolidated	Statement	of	Cash	Flows	for	the	Years	Ended	December	31,	2023,	2022,	and	2021.

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.

97

	 	
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

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

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

Fourth	Amended	and	Restated	By-Laws	of	Match	
Group,	Inc.

Description	of	Securities

8-K

8-K

8-K

8-K

8-K

8-K

8-K

001-34148

001-34148

001-34148

001-34148

001-34148

Specimen	Stock	Certificate	of	Match	Group	Inc.

S-4/A

333-236420

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.)

8-K

000-20570

98

001-34148

3.10

7/2/2020

001-34148

3.2

12/12/2023

†

4.3

4.1

4/28/2020

5/28/2019

	
	
Table	of	Contents

Exhibit
No.

Exhibit	Description

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

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

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)

Form	of	Terms	and	Conditions	for	Stock	Options	
granted	under	the	Match	Group,	Inc.	(Former	Match	
Group)	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

10.3

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

10-Q

001-37636

10.1

11/9/2017

99

	
	
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

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

10.2

11/9/2017

Filed	(†)	or
Furnished	(‡)
Herewith
(as	indicated)

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

100

	
	
Table	of	Contents

Exhibit
No.

10.25

10.26

10.27

10.28

10.29

10.30

10.31

21.1

23.1

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

Amendment	No.	8	dated	as	of	June	21,	2023	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,	as	further	amended	as	of	
February	13,	2020	and	as	further	amended	as	of	
March	26,	2021,	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,	
2023

Consent	of	Ernst	&	Young	LLP.

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

10-Q

001-34148

10.1

8/3/2023

†

†

101

	
	
Table	of	Contents

Exhibit
No.

Exhibit	Description

31.1

31.2

32.1

32.2

97.1

101.INS

101.SCH

101.CAL

101.DEF

Certification	of	the	Chief	Executive	Officer	pursuant	
to	Rule	13a-14(a)	or	15d-14(a)	of	the	Securities	
Exchange	Act	of	1934,	as	adopted	pursuant	to	
Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

Certification	of	the	Chief	Financial	Officer	pursuant	to	
Rule	13a-14(a)	or	15d-14(a)	of	the	Securities	
Exchange	Act	of	1934,	as	adopted	pursuant	to	
Section	302	of	the	Sarbanes-Oxley	Act	of	2002.

Certification	of	the	Chief	Executive	Officer	pursuant	
to	18	U.S.C.	Section	1350,	as	adopted	pursuant	to	
Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

Certification	of	the	Chief	Financial	Officer	pursuant	to	
18	U.S.C.	Section	1350,	as	adopted	pursuant	to	
Section	906	of	the	Sarbanes-Oxley	Act	of	2002.

Match	Group,	Inc.	Compensation	Recoupment	Policy

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.

102

	
	
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	23,	2024

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	23,	2024:

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

103

	
	
	
	
	
	
	
	
Table	of	Contents

Description

2023
Allowance	for	credit	losses
Deferred	tax	valuation	

allowance

Other	reserves

2022
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

$	

387	

$	

368	

(a) $	

(151)	

$	

(1)	 (d) $	

603	

71,132	

6,563	

127,700	

(b)

(142)	 (f)

(39,015)	 (g)

159,675	

7,466	

$	

281	

$	

109	

(a) $	

(2)	

$	

(1)	 (d) $	

387	

86,071	

8,499	

8,458	

(e)

(776)	 (f)

(22,621)	

71,132	

6,563	

2021
Allowance	for	doubtful	accounts $	
Deferred	tax	valuation	

allowance

Other	reserves

______________________

286	

$	

43	

(a) $	

(2)	

$	

(46)	 (d) $	

281	

71,090	

3,380	

15,969	

(e)

(988)	 (c)

—	

86,071	

8,499	

(a) Additions	to	the	allowance	for	credit	losses	and	doubtful	accounts	are	charged	to	expense,	net	of	the	

recovery	of	previous	year	expenses,	if	any.

(b) Additions	to	the	deferred	tax	valuation	allowance	are	primarily	related	to	certain	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	U.S.	foreign	tax	credits	and	

state	NOLs	that	we	now	expect	to	be	able	to	utilize.

104

	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
	
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	43006
Providence,	RI	02940-3006

Overnight	correspondence:
Computershare	Investor	Services
150	Royall	Street
Suite	101
Canton,	MA	02021

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

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

Laura	Jones
Chief	Marketing	Officer
Instacart

Ann	L.	McDaniel
Consultant
Graham	Holdings	Company

Wendi	Murdoch
Entrepreneur	and	Investor
Co-Founder	and	Board	Member,	Artsy

Spencer	Rascoff
Entrepreneur	and	Investor
Co-Founder	and	CEO,	75	&	Sunny	Ventures

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