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As filed with the Securities and Exchange Commission on August 1, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period EndedJune 30, 2024
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 and related brands image.jpg
Match Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware59-2712887
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
8750 North Central Expressway, Suite 1400, Dallas, Texas 75231
(Address of registrant’s principal executive offices)
(214576-9352
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value $0.001MTCHThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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 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, a 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No 
As of July 26, 2024, there were 257,895,012 shares of common stock outstanding.



TABLE OF CONTENTS
  Page
Number


2

PART I
FINANCIAL INFORMATION
Item 1.    Consolidated Financial Statements
MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Unaudited)
 June 30, 2024December 31, 2023
(In thousands, except share data)
ASSETS  
Cash and cash equivalents$837,792 $862,440 
Short-term investments5,812 6,200 
Accounts receivable, net of allowance of $601 and $603, respectively
324,269 298,648 
Other current assets118,049 104,023 
Total current assets1,285,922 1,271,311 
Property and equipment, net of accumulated depreciation and amortization of $280,485 and $249,223, respectively
181,138 194,525 
Goodwill2,255,302 2,342,612 
Intangible assets, net of accumulated amortization of $135,776 and $121,489, respectively
275,721 305,746 
Deferred income taxes235,246 259,803 
Other non-current assets135,600 133,889 
TOTAL ASSETS$4,368,929 $4,507,886 
LIABILITIES AND SHAREHOLDERS’ EQUITY  
LIABILITIES  
Accounts payable$17,223 $13,187 
Deferred revenue187,076 211,282 
Accrued expenses and other current liabilities308,036 307,299 
Total current liabilities512,335 531,768 
Long-term debt, net3,845,571 3,842,242 
Income taxes payable26,696 24,860 
Deferred income taxes17,477 26,302 
Other long-term liabilities96,962 101,787 
Commitments and contingencies
SHAREHOLDERS’ EQUITY  
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 293,024,212 and 289,631,352 shares issued; and 260,249,674 and 268,890,470 outstanding at June 30, 2024 and December 31, 2023, respectively
293 290 
Additional paid-in capital8,663,157 8,529,200 
Retained deficit(6,874,517)(7,131,029)
Accumulated other comprehensive loss(488,993)(385,471)
Treasury stock; 32,774,538 and 20,740,882 shares, respectively
(1,430,180)(1,032,538)
Total Match Group, Inc. shareholders’ equity
(130,240)(19,548)
Noncontrolling interests128 475 
Total shareholders’ equity
(130,112)(19,073)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $4,368,929 $4,507,886 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
3

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (In thousands, except per share data)
Revenue$864,066 $829,552 $1,723,713 $1,616,676 
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)
244,988 250,294 501,730 490,304 
Selling and marketing expense154,628 136,597 319,929 273,956 
General and administrative expense114,304 107,698 220,545 198,309 
Product development expense113,576 94,287 229,313 192,473 
Depreciation21,092 14,565 41,613 25,117 
Amortization of intangibles10,952 11,315 21,319 23,432 
Total operating costs and expenses659,540 614,756 1,334,449 1,203,591 
Operating income
204,526 214,796 389,264 413,085 
Interest expense(40,038)(39,742)(80,391)(79,093)
Other income, net
10,525 3,432 19,999 6,824 
Earnings before income taxes
175,013 178,486 328,872 340,816 
Income tax provision
(41,693)(41,141)(72,318)(82,780)
Net earnings
133,320 137,345 256,554 258,036 
Net (earnings) loss attributable to noncontrolling interests
(6) (42)118 
Net earnings attributable to Match Group, Inc. shareholders
$133,314 $137,345 $256,512 $258,154 
Net earnings per share attributable to Match Group, Inc. shareholders:
     Basic$0.50 $0.49 $0.96 $0.93 
     Diluted$0.48 $0.48 $0.93 $0.89 
Stock-based compensation expense by function:
Cost of revenue$1,809 $1,673 $3,520 $2,990 
Selling and marketing expense3,298 2,558 6,136 4,471 
General and administrative expense25,018 28,088 49,229 41,205 
Product development expense39,742 28,318 74,802 53,534 
Total stock-based compensation expense$69,867 $60,637 $133,687 $102,200 
    
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
4

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Net earnings
$133,320 $137,345 $256,554 $258,036 
Other comprehensive loss, net of tax
Change in foreign currency translation adjustment
(34,067)(15,170)(103,565)(49,614)
Total other comprehensive loss
(34,067)(15,170)(103,565)(49,614)
Comprehensive income
99,253 122,175 152,989 208,422 
Components of comprehensive (income) loss attributable to noncontrolling interests:
Net (earnings) loss attributable to noncontrolling interests
(6) (42)118 
Change in foreign currency translation adjustment attributable to noncontrolling interests
7  43 3 
Comprehensive loss attributable to noncontrolling interests
1  1 121 
Comprehensive income attributable to Match Group, Inc. shareholders
$99,254 $122,175 $152,990 $208,543 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)
Three Months Ended June 30, 2024

Match Group Shareholders’ Equity
 
Common Stock $0.001 Par Value
 
 $SharesAdditional Paid-in CapitalRetained (Deficit) Earnings
Accumulated Other Comprehensive Loss
Treasury StockTotal Match Group Shareholders’ EquityNoncontrolling InterestsTotal
Shareholders’
Equity
 (In thousands)
Balance as of March 31, 2024
$292 291,895 $8,585,987 $(7,007,831)$(454,933)$(1,231,325)$(107,810)$138 $(107,672)
Net earnings for the three months ended June 30, 2024
— — — 133,314 — — 133,314 6 133,320 
Other comprehensive loss, net of tax
— — — — (34,060)— (34,060)(7)(34,067)
Stock-based compensation expense— — 72,097 — — — 72,097 — 72,097 
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes1 1,129 5,072 — — — 5,073 — 5,073 
Purchase of treasury stock— — — — — (198,855)(198,855)— (198,855)
Noncontrolling interest created by the exercise of subsidiary denominated equity awards— —  — — —  18 18 
Other— — 1 — — — 1 (27)(26)
Balance as of June 30, 2024
$293 293,024 $8,663,157 $(6,874,517)$(488,993)$(1,430,180)$(130,240)$128 $(130,112)

6

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)
Three Months Ended June 30, 2023
Match Group Shareholders’ Equity
 
Common Stock $0.001 Par Value
 
 Redeemable
Noncontrolling
Interests
$SharesAdditional Paid-in CapitalRetained (Deficit) Earnings
Accumulated Other Comprehensive Loss
Treasury StockTotal Match Group Shareholders’ EquityNoncontrolling InterestsTotal
Shareholders’
Equity
 (In thousands)
Balance as of March 31, 2023
$ $288 288,211 $8,325,631 $(7,661,759)$(403,623)$(595,055)$(334,518)$ $(334,518)
Net earnings for the three months ended June 30, 2023
— — — — 137,345 — — 137,345 — 137,345 
Other comprehensive loss, net of tax
— — — — — (15,170)— (15,170) (15,170)
Stock-based compensation expense— — — 63,793 — — — 63,793 — 63,793 
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes— 1 475 4,088 — — — 4,089 — 4,089 
Purchase of treasury stock— — — — — — (32,759)(32,759)— (32,759)
Purchase of redeemable noncontrolling interests(295)— — — — — — — — — 
Adjustment of redeemable noncontrolling interests to fair value295 — — (295)— — — (295)— (295)
Noncontrolling interest created by the exercise of subsidiary denominated equity awards— — — (411)— — — (411)411  
Other— — — (1)— — — (1)— (1)
Balance as of June 30, 2023
$ $289 288,686 $8,392,805 $(7,524,414)$(418,793)$(627,814)$(177,927)$411 $(177,516)

7

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited)
Six Months Ended June 30, 2024
Match Group Shareholders’ Equity
 
Common Stock $0.001 Par Value
 
 $SharesAdditional
Paid-in
Capital
Retained (Deficit) Earnings
Accumulated Other Comprehensive Loss
Treasury StockTotal Match Group Shareholders’ EquityNoncontrolling InterestsTotal
Shareholders’
Equity
 (In thousands)
Balance as of December 31, 2023
$290 289,631 $8,529,200 $(7,131,029)$(385,471)$(1,032,538)$(19,548)$475 $(19,073)
Net earnings for the six months ended June 30, 2024
— — — 256,512 — — 256,512 42 256,554 
Other comprehensive loss, net of tax
— — — — (103,522)— (103,522)(43)(103,565)
Stock-based compensation expense
— — 137,823 — — — 137,823 — 137,823 
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes3 3,393 (3,266)— — — (3,263)— (3,263)
Purchase of noncontrolling interest— — 397 — — — 397 (1,465)(1,068)
Purchase of treasury stock— — — — — (397,642)(397,642)— (397,642)
Adjustment of noncontrolling interests to fair value— — (996)— — — (996)996  
Noncontrolling interest created by the exercise of subsidiary denominated equity awards— — — — — — — 150 150 
Other— — (1)— — — (1)(27)(28)
Balance as of June 30, 2024
$293 293,024 $8,663,157 $(6,874,517)$(488,993)$(1,430,180)$(130,240)$128 $(130,112)
8

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)
Six Months Ended June 30, 2023
Match Group Shareholders’ Equity
Common Stock $0.001 Par Value
Redeemable
Noncontrolling
Interests
$SharesAdditional Paid-in CapitalRetained (Deficit) Earnings
Accumulated Other Comprehensive Loss
Treasury StockTotal Match Group Shareholders’ EquityNoncontrolling InterestsTotal
Shareholders’
Equity
(In thousands)
Balance as of December 31, 2022$ $287 286,817 $8,273,637 $(7,782,568)$(369,182)$(482,049)$(359,875)$994 $(358,881)
Net (loss) earnings for the six months ended June 30, 2023
(184)— — — 258,154 — — 258,154 66 258,220 
Other comprehensive loss, net of tax
— — — — — (49,611)— (49,611)(3)(49,614)
Stock-based compensation expense— — — 108,193 — — — 108,193 — 108,193 
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes— 2 1,869 13,234 — — — 13,236 — 13,236 
Purchase of redeemable noncontrolling interests(295)— — — — — — — — — 
Adjustment of redeemable noncontrolling interests to fair value479 — — (479)— — — (479)— (479)
Purchase of noncontrolling interest— — — 734 — — — 734 (3,157)(2,423)
Purchase of treasury stock— — — — — — (145,765)(145,765)— (145,765)
Adjustment of noncontrolling interests to fair value— — — (2,100)— — — (2,100)2,100  
Noncontrolling interest created by the exercise of subsidiary denominated equity awards— — — (411)— — — (411)411  
Other— — — (3)— — — (3)— (3)
Balance as of June 30, 2023$ $289 288,686 $8,392,805 $(7,524,414)$(418,793)$(627,814)$(177,927)$411 $(177,516)
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
9

MATCH GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
 Six Months Ended June 30,
 20242023
 (In thousands)
Net earnings$256,554 $258,036 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Stock-based compensation expense133,687 102,200 
Depreciation41,613 25,117 
Amortization of intangibles21,319 23,432 
Deferred income taxes16,964 26,627 
Other adjustments, net(109)6,912 
Changes in assets and liabilities
Accounts receivable(28,670)(83,074)
Other assets2,410 2,128 
Accounts payable and other liabilities3,118 (27,988)
Income taxes payable and receivable(11,690)4,001 
Deferred revenue(22,128)(7,526)
Net cash provided by operating activities413,068 329,865 
Cash flows from investing activities:
Capital expenditures(29,905)(37,457)
Other, net(8,807)89 
Net cash used in investing activities(38,712)(37,368)
Cash flows from financing activities:  
Proceeds from issuance of common stock pursuant to stock-based awards5,739 15,816 
Withholding taxes paid on behalf of employees on net settled stock-based awards
(10,095)(2,580)
Purchase of treasury stock
(387,366)(145,108)
Purchase of noncontrolling interests(737)(1,872)
Other, net(2,184) 
Net cash used in financing activities(394,643)(133,744)
Total cash (used) provided(20,287)158,753 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(4,361)1,421 
Net (decrease) increase in cash, cash equivalents, and restricted cash(24,648)160,174 
Cash, cash equivalents, and restricted cash at beginning of period862,440 572,516 
Cash, cash equivalents, and restricted cash at end of period$837,792 $732,690 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
10

MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, unless the context indicates otherwise.
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.
In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
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; 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.
Accounting for Investments and 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 a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its equity securities
11


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
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 the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net.
Revenue Recognition
Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
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 current deferred revenue balance as of December 31, 2023 was $211.3 million. During the six months ended June 30, 2024, the Company recognized $196.5 million of revenue that was included in the deferred revenue balance as of December 31, 2023. The current deferred revenue balance at June 30, 2024 is $187.1 million. At June 30, 2024 and December 31, 2023, there was no non-current portion of deferred revenue.
Practical Expedients and Exemptions
As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, 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.
12


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Disaggregation of Revenue
The following table presents disaggregated revenue:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (In thousands)
Direct Revenue:
Americas$450,546 $429,946 $900,793 $835,873 
Europe240,193 227,718 479,552 440,234 
APAC and Other157,394 158,472 313,087 314,467 
Total Direct Revenue848,133 816,136 1,693,432 1,590,574 
Indirect Revenue (principally advertising revenue)
15,933 13,416 30,281 26,102 
Total Revenue$864,066 $829,552 $1,723,713 $1,616,676 
Direct Revenue:
Tinder$479,945 $474,746 $961,432 $915,892 
Hinge133,569 90,331 257,322 173,084 
Match Group Asia(a)
73,684 76,605 145,143 152,266 
Evergreen & Emerging(b)
160,935 174,454 329,535 349,332 
Total Direct Revenue$848,133 $816,136 $1,693,432 $1,590,574 
______________________
(a)Consists of the brands primarily focused on Asia and the Middle East including Pairs™ and Azar®.
(b)Consists primarily of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands.
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. 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, or 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
13


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
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, or financial condition.
NOTE 2—INCOME TAXES
At the end of each interim period, the Company estimates the annual effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects, is individually computed and recognized in the interim period in which it occurs. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of beginning-of-the-year deferred tax assets in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
The computation of the estimated annual effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.
For the three months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $41.7 million and $41.1 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $72.3 million and $82.8 million, respectively. The effective tax rates for both the three and six-month periods in 2024 and 2023 were higher than the U.S. statutory federal rate primarily due to state income taxes, nondeductible stock-based compensation, and unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date the awards vested compared to the grant date fair value of such awards. These increases were partially offset by the lower tax rate on U.S. income derived from foreign sources. The six-month period ended June 30, 2024 also included a benefit realized upon the conclusion of certain state income tax audits.
Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include a review of the timing and amount of income and deductions, and the allocation of such income and deductions among various tax jurisdictions. The Company is open to U.S. federal audit for tax years after December 31, 2019, and 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 June 30, 2024 and December 31, 2023, unrecognized tax benefits, including interest and penalties, were $41.7 million and $45.8 million, respectively. If unrecognized tax benefits at June 30, 2024 are subsequently recognized, income tax expense would be reduced by $38.7 million, net of related deferred tax assets and interest. The comparable amount as of December 31, 2023 was $41.0 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $1.1 million by June 30, 2025 due to expirations of statutes of limitations, which would reduce the income tax provision.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals of interest and penalties for the three months ended June 30, 2024 and 2023 were not material. At both June 30, 2024 and December 31, 2023, noncurrent income taxes payable includes accrued interest and penalties of $0.9 million.
14


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 3—FINANCIAL INSTRUMENTS
Equity securities without readily determinable fair values
At June 30, 2024 and December 31, 2023, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $19.3 million and $14.3 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 through June 30, 2024 were $2.1 million. For both the six months ended June 30, 2024 and 2023, there were no adjustments to the carrying value of equity securities without readily determinable fair values.
For all equity securities without readily determinable fair values as of June 30, 2024 and December 31, 2023, the Company has elected the measurement alternative. For the three and six months ended June 30, 2024 and 2023, under the measurement alternative election, the Company did not identify any fair value adjustments using observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
 June 30, 2024
 Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Total
Fair Value
Measurements
 (In thousands)
Assets:  
Cash equivalents:  
Money market funds$200,064 $ $200,064 
Time deposits 131,000 131,000 
Short-term investments:
Time deposits 5,812 5,812 
Total$200,064 $136,812 $336,876 
15


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
 December 31, 2023
 Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Total
Fair Value
Measurements
 (In thousands)
Assets:  
Cash equivalents:  
Money market funds$125,659 $ $125,659 
Time deposits 75,000 75,000 
Short-term investments:
Time deposits 6,200 6,200 
Total$125,659 $81,200 $206,859 
Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
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.
June 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Long-term debt, net (a) (b)
$(3,845,571)$(3,518,607)$(3,842,242)$(3,586,177)
______________________
(a)At June 30, 2024 and December 31, 2023, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $29.4 million and $32.8 million, respectively.
(b)At June 30, 2024, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) is $520.6 million and $474.5 million, respectively. At December 31, 2023, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes is $517.2 million and $500.3 million, respectively.
At June 30, 2024 and December 31, 2023, the fair value of long-term debt, net, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.
16


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 4—LONG-TERM DEBT, NET
Long-term debt consists of:
June 30, 2024December 31, 2023
(In thousands)
Credit Facility due March 20, 2029(a)
$ $ 
Term Loan due February 13, 2027
425,000 425,000 
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15
450,000 450,000 
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1
500,000 500,000 
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15
350,000 350,000 
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1
500,000 500,000 
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1
500,000 500,000 
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15
575,000 575,000 
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15
575,000 575,000 
Total debt3,875,000 3,875,000 
Less: Unamortized original issue discount
3,023 3,479 
Less: Unamortized debt issuance costs26,406 29,279 
Total long-term debt, net$3,845,571 $3,842,242 
______________________
(a)Subject to springing maturity, described below.
Credit Facility and Term Loan
Our wholly-owned subsidiary, Match Group Holdings II, LLC (“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.
On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility from $750 million to $500 million and extend the maturity date of the Credit Facility. The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the Term Loan or the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance the Term Loan or such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date.
At June 30, 2024 and December 31, 2023, the Credit Facility has a borrowing capacity of $500 million and $750 million, respectively. At both June 30, 2024 and December 31, 2023, there were no outstanding borrowings, and $0.4 million in outstanding letters of credit. At June 30, 2024 and December 31, 2023, there is $499.6 million and $749.6 million, respectively, 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 June 30, 2024. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), 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.
17


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
At both June 30, 2024 and December 31, 2023, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at Adjusted Term SOFR plus 1.75% and the applicable rate was 7.24% and 7.27% at June 30, 2024 and December 31, 2023, respectively. The Term Loan matures on February 13, 2027. Interest payments are due at least quarterly through the term of the loan. The Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio as 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 consolidated net leverage ratio exceeds 4.25 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 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 4.125% Senior Notes were issued on February 11, 2020. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 3.625% Senior Notes were issued on October 4, 2021. 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 redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
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. No such limitations were in effect at June 30, 2024. 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 governing the 3.625%, 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indenture 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.
18


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Exchangeable Notes
During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of its 2026 Exchangeable Notes and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively.
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 exchangeable features:
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a)
Approximate Equivalent Exchange Price per Share(a)
Exchangeable Date
2026 Exchangeable Notes11.4259$87.52 March 15, 2026
2030 Exchangeable Notes11.8739$84.22 October 15, 2029
______________________
(a)Subject to adjustment upon the occurrence of specified events.
As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances:
(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day;
(2) during the five-business day period after any five-consecutive trading day period (the “measurement 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 cash, shares of the Company’s common stock, or a combination of cash and shares of the Company's common stock. Any shares issued in further settlement of the notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below).
No 2026 or 2030 Exchangeable Notes were presented for exchange during the six months ended June 30, 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of June 30, 2024.
At both June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, respectively.
Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash, at the issuer’s option, at any time, and for the 2030 Exchangeable Notes on or after July 20, 2026, 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
19


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
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 June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Principal$575,000 $575,000 $575,000 $575,000 
Less: Unamortized debt issuance costs3,180 6,114 3,976 6,630 
Net carrying value included in long-term debt, net$571,820 $568,886 $571,024 $568,370 
The following table sets forth interest expense recognized related to the Exchangeable Notes:
Three Months Ended June 30, 2024Three Months Ended June 30, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Contractual interest expense$1,258 $2,875 $1,258 $2,875 
Amortization of debt issuance costs398 258 395 254 
Total interest expense recognized$1,656 $3,133 $1,653 $3,129 
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Contractual interest expense$2,516 $5,750 $2,516 $5,750 
Amortization of debt issuance costs796 516 786 504 
Total interest expense recognized$3,312 $6,266 $3,302 $6,254 
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 prices per share set forth below (the “Exchangeable Notes Hedge”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share prices 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 Exchangeable 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
20


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company common stock exceeds their respective strike prices.
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at June 30, 2024:
Number of Shares(a)
Approximate Equivalent Exchange Price per Share(a)
(Shares in millions)
2026 Exchangeable Notes Hedge6.6$87.52 
2030 Exchangeable Notes Hedge6.8$84.22 
Number of Shares(a)
Weighted Average Strike Price per Share(a)
(Shares in millions)
2026 Exchangeable Notes Warrants6.6$134.76 
2030 Exchangeable Notes Warrants6.8$134.82 
______________________
(a)Subject to adjustment upon the occurrence of specified events.
NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the components of accumulated other comprehensive loss. For the three and six months ended June 30, 2024 and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments.
Three Months Ended June 30,
20242023
 (In thousands)
Balance at April 1$(454,933)$(403,623)
Other comprehensive loss before reclassifications(34,064)(15,170)
Amounts reclassified into earnings4  
Net period other comprehensive loss(34,060)(15,170)
Balance at June 30$(488,993)$(418,793)
Six Months Ended June 30,
20242023
(In thousands)
Balance at January 1$(385,471)$(369,182)
Other comprehensive loss
(103,526)(49,611)
Amounts reclassified into earnings4  
Net period other comprehensive loss
(103,522)(49,611)
Balance at June 30$(488,993)$(418,793)
At both June 30, 2024 and 2023, there was no tax benefit or provision on the accumulated other comprehensive loss.
21


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 6—EARNINGS PER SHARE
The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:
Three Months Ended June 30,
2024
2023
BasicDilutedBasicDiluted
(In thousands, except per share data)
Numerator
Net earnings
$133,320 $133,320 $137,345 $137,345 
Net earnings attributable to noncontrolling interests
(6)(6)  
Impact from subsidiaries’ dilutive securities
— (5)— (34)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— 3,171 — 3,179 
Net earnings attributable to Match Group, Inc. shareholders
$133,314 $136,480 $137,345 $140,490 
Denominator
Weighted average basic shares outstanding264,397 264,397 278,133 278,133 
Dilutive securities(b)(c)
— 4,088 — 3,472 
Dilutive shares from Exchangeable Notes, if-converted(a)
— 13,397 — 13,397 
Denominator for earnings per share—weighted average shares(b)(c)
264,397 281,882 278,133 295,002 
Earnings per share:
Earnings per share attributable to Match Group, Inc. shareholders$0.50 $0.48 $0.49 $0.48 
22


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
Six Months Ended June 30,
20242023
BasicDilutedBasicDiluted
(In thousands, except per share data)
Numerator
Net earnings
$256,554 $256,554 $258,036 $258,036 
Net (earnings) loss attributable to noncontrolling interests(42)(42)118 118 
Impact from subsidiaries’ dilutive securities
— (13)— (64)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— 6,342 — 6,357 
Net earnings attributable to Match Group, Inc. shareholders
$256,512 $262,841 $258,154 $264,447 
Denominator
Weighted average basic shares outstanding266,270 266,270 278,693 278,693 
Dilutive securities(b)(c)
— 4,380 — 3,733 
Dilutive shares from Exchangeable Notes, if-converted(a)
— 13,397 — 13,397 
Denominator for earnings per share—weighted average shares(b)(c)
266,270 284,047 278,693 295,823 
Earnings per share:
Earnings per share attributable to Match Group, Inc. shareholders$0.96 $0.93 $0.93 $0.89 
______________________
(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For both the three and six months ended June 30, 2024 and 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.
(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 three and six months ended June 30, 2024, 21.7 million and 18.4 million potentially dilutive securities, respectively, and for the three and six months ended June 30, 2023, 20.6 million and 17.2 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 restricted 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 both the three and six months ended June 30, 2024 and 2023, 3.2 million and 3.5 million shares, respectively, underlying market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
23


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
NOTE 7—CONSOLIDATED FINANCIAL STATEMENT DETAILS
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
June 30, 2024December 31, 2023June 30, 2023December 31, 2022
(In thousands)
Cash and cash equivalents$837,792 $862,440 $732,567 $572,395 
Restricted cash included in other current assets
  123 121 
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows
$837,792 $862,440 $732,690 $572,516 
NOTE 8—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 material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 2—Income Taxes” for additional information related to income tax contingencies.
FTC Lawsuit Against Match Group
On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against the company formerly known as Match Group, Inc. 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. The case is set for trial in June 2025. 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
24


MATCH GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
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. We filed our response to the preliminary draft decision on 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.
25

Item 2.    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 a number of demographically focused brands.
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 include 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 product offerings and related technology.
Long-term debt:
Credit Facility - The revolving credit facility under the credit agreement of MG Holdings II. On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility
26

from $750 million to $500 million and extend the maturity date of the Credit Facility. As of June 30, 2024, there was $0.4 million outstanding in letters of credit and $499.6 million of availability under the Credit Facility. As of 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, 2023, the Term Loan bore interest at a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”) plus 1.75% and the then applicable rate was 7.27%. As of June 30, 2024, the applicable rate was 7.24% and $425 million was outstanding.
5.00% Senior Notes - MG Holdings II’s 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which were issued on December 4, 2017. As of June 30, 2024, $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. As of June 30, 2024, $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. As of June 30, 2024, $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. As of June 30, 2024, $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. As of June 30, 2024, $500 million aggregate principal amount was 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. As of June 30, 2024, $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. As of June 30, 2024, $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” below 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.
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.
For a more detailed description of the Company’s operating businesses, see “Item 1. Business” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
27

Company Updates
In July 2024, we announced our decision to terminate live streaming services in our dating applications, including Plenty of Fish, and to sunset our Hakuna application, which provides live streaming primarily in Asia. Our live streaming services collectively had 2024 projected annual total revenue of approximately $60 million. We expect to incur expenses of approximately $6 million in severance and other costs related to the closure of these services. Additionally, we expect to have impairments of certain assets associated with these live streaming services.
Additional Information
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.
28

Results of Operations for the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023
Revenue
Three Months Ended June 30,Six Months Ended June 30,
2024$ Change% Change20232024$ Change% Change2023
(In thousands, except RPP)
Direct Revenue:
Americas$450,546 $20,600 5%$429,946 $900,793 $64,920 8%$835,873 
Europe240,193 12,475 5%227,718 479,552 39,318 9%440,234 
APAC and Other157,394 (1,078)(1)%158,472 313,087 (1,380)—%314,467 
Total Direct Revenue848,133 31,997 4%816,136 1,693,432 102,858 6%1,590,574 
Indirect Revenue15,933 2,517 19%13,416 30,281 4,179 16%26,102 
Total Revenue$864,066 $34,514 4%$829,552 $1,723,713 $107,037 7%$1,616,676 
Direct Revenue
Tinder$479,945 $5,199 1%$474,746 $961,432 $45,540 5%$915,892 
Hinge133,569 43,238 48%90,331 257,322 84,238 49%173,084 
MG Asia73,684 (2,921)(4)%76,605 145,143 (7,123)(5)%152,266 
Evergreen & Emerging160,935 (13,519)(8)%174,454 329,535 (19,797)(6)%349,332 
Total Direct Revenue$848,133 $31,997 4%$816,136 $1,693,432 $102,858 6%$1,590,574 
Percentage of Total Revenue:
Direct Revenue:
Americas52%52%52%52%
Europe28%27%28%27%
APAC and Other18%19%18%19%
Total Direct Revenue98%98%98%98%
Indirect Revenue2%2%2%2%
Total Revenue100%100%100%100%
Payers:
Americas6,735 (982)(13)%7,717 6,802 (1,051)(13)%7,853 
Europe4,499 82 2%4,417 4,499 92 2%4,407 
APAC and Other3,607 111 3%3,496 3,584 92 3%3,492 
Total14,841 (789)(5)%15,630 14,885 (867)(6)%15,752 
(Change calculated using non-rounded numbers)
RPP:
Americas$22.30 $3.73 20%$18.57 $22.07 $4.33 24%$17.74 
Europe$17.79 $0.61 4%$17.18 $17.76 $1.11 7%$16.65 
APAC and Other$14.55 $(0.56)(4)%$15.11 $14.56 $(0.45)(3)%$15.01 
Total$19.05 $1.64 9%$17.41 $18.96 $2.13 13%$16.83 
29

For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Americas Direct Revenue grew $20.6 million, or 5%, in 2024 versus 2023, driven by 20% growth in RPP, partially offset by a 13% decrease in Payers. RPP growth was driven by increased subscription revenue at Tinder and Hinge primarily due to the trailing effects of pricing optimizations, partially offset by decreased à la carte revenue at Tinder. The decrease in Payers was primarily driven by decreases at Tinder, as well as at Match and Plenty Of Fish, partially offset by increases at Hinge.
Europe Direct Revenue grew $12.5 million, or 5%, in 2024 versus 2023, driven by 4% growth in RPP and a 2% increase in Payers. RPP growth was driven by higher subscription revenue at Tinder and Hinge primarily due to the trailing effects of pricing optimizations; partially offset by decreased à la carte revenue at Tinder. The increase in Payers was primarily due to increases at Hinge and Azar, partially offset by decreases at Meetic and Tinder.
APAC and Other Direct Revenue decreased $1.1 million, or 1%, in 2024 versus 2023, primarily due to the strength of the U.S. dollar compared to the Turkish Lira and Japanese Yen, partially offset by a 3% increase in Payers. The increase in Payers was primarily driven by Azar with contributions from Tinder and Hinge, partially offset by decreases at Plenty Of Fish.
Tinder Direct Revenue grew 1% in 2024 versus 2023, driven by growth in subscription revenue primarily due to the trailing effects of pricing optimizations, partially offset by decreased Payers and à la carte revenue.
Hinge Direct Revenue grew 48% in 2024 versus 2023, driven by 24% growth in Payers and 19% growth in RPP.
MG Asia Direct Revenue declined 4% over the prior year quarter, primarily driven by the strengthening of the U.S. dollar compared to the Turkish Lira and Japanese Yen. Excluding these foreign exchange impacts, MG Asia Direct Revenue increased 9% over the prior year quarter primarily from Payer growth at Azar.
E&E Direct Revenue declined 8% over the prior year quarter, as our Evergreen brands collectively declined 13%, partially offset by a collective increase at our Emerging brands of 17%.
Indirect Revenue increased primarily due to a higher number of impressions.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Americas Direct Revenue grew $64.9 million, or 8%, in 2024 versus 2023, driven by 24% growth in RPP, partially offset by a 13% decrease in Payers, primarily due to the factors described above in the three-month discussion.
Europe Direct Revenue increased $39.3 million, or 9%, in 2024 versus 2023, driven by 7% growth in RPP and a 2% increase in Payers, primarily due to the factors described above in the three-month discussion.
APAC and Other Direct Revenue decreased $1.4 million in 2024 versus 2023, driven by the factors described above in the three-month discussion.
Tinder Direct Revenue grew 5% in 2024 versus 2023, driven by growth in RPP due to pricing optimizations in the U.S. market and weekly subscription offerings that were initially introduced late in the first quarter of 2023, partially offset by a decrease in Payers due to the pricing optimizations and a decrease in users.
Hinge Direct Revenue grew 49% in 2024 versus 2023, driven by 28% growth in Payers and 17% growth in RPP due to user growth, pricing optimizations, and weekly subscription offerings at Hinge that started in the second quarter of 2023.
MG Asia Direct Revenue declined 5% in 2024 versus 2023, primarily driven by the factors described above in the three-month discussion.
E&E Direct Revenue declined 6% in 2024 versus 2023, driven by a collective decline at our Evergreen brands of 11% partially offset by growth at our Emerging brands collectively of 20%.
Indirect Revenue increased due to a higher price per impression received and higher ad impressions.
30

Cost of revenue (exclusive of depreciation)
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Cost of revenue$244,988 $(5,306)(2)%$250,294 
Percentage of revenue28%30%
Cost of revenue decreased 2% primarily due to a decrease in in-app purchase fees of $6.2 million, which was primarily due to the Google litigation settlement implementation this year and escrow payments related to the litigation in prior year, and a decrease in live streaming costs of $3.0 million. Partially offsetting these decreases was an increase in web hosting fees of $7.5 million.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Cost of revenue$501,730 $11,426 2%$490,304 
Percentage of revenue29%30%
Cost of revenue increased 2% primarily due to an increase in in-app purchase fees of $29.8 million, partially offset by the Google litigation settlement implementation this year and escrow payments related to the litigation in prior year, and an increase in web hosting fees of $9.7 million, partially offset by a decrease in live streaming costs of $4.2 million and a decrease in credit card fees of $3.0 million.
Selling and marketing expense
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Selling and marketing expense$154,628 $18,031 13%$136,597 
Percentage of revenue18%16%
Selling and marketing expense increased primarily due to higher marketing spend at Hinge, Tinder, and certain Emerging brands, partially offset by lower marketing spend elsewhere in the portfolio.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Selling and marketing expense$319,929 $45,973 17%$273,956 
Percentage of revenue19%17%
Selling and marketing expense increased primarily due to the factors described above in the three-month discussion.
31

General and administrative expense
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
General and administrative expense$114,304 $6,606 6%$107,698 
Percentage of revenue13%13%
General and administrative expense increased primarily due to an increase in taxes of $7.5 million due to Canada’s implementation of a digital sales tax in June 2024 retroactive to 2022.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
General and administrative expense$220,545 $22,236 11%$198,309 
Percentage of revenue13%12%
General and administrative expense increased primarily due to an increase in employee compensation of $13.0 million, including a stock-based compensation increase of $8.0 million as a result of new stock-based awards granted in the current year and lower forfeitures of stock-based awards in 2024 as compared to 2023, and an increase in taxes of $7.5 million due to Canada’s implementation of a digital sales tax in June 2024 retroactive to 2022.
Product development expense
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Product development expense$113,576 $19,289 20%$94,287 
Percentage of revenue13%11%
Product development expense increased primarily due to an increase in compensation expense of $17.5 million related to higher headcount at Tinder and an increase in stock-based compensation as a result of new stock-based awards granted in the current year.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Product development expense$229,313 $36,840 19%$192,473 
Percentage of revenue13%12%
Product development expense increased primarily due to the factors described above in the three-month discussion.
32

Depreciation
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Depreciation$21,092 $6,527 45%$14,565 
Percentage of revenue2%2%
Depreciation was higher in 2024 compared to 2023 primarily due to an increase in internally developed software placed in service.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Depreciation$41,613 $16,496 66%$25,117 
Percentage of revenue2%2%
Depreciation was higher in 2024 compared to 2023 primarily due to the factors described above in the three-month discussion.
Amortization of intangibles
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Amortization of intangibles$10,952 $(363)(3)%$11,315 
Percentage of revenue1%1%
Amortization of intangibles decreased primarily due to certain definite-lived intangible assets having been fully amortized in the prior year.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Amortization of intangibles$21,319 $(2,113)(9)%$23,432 
Percentage of revenue1%1%
Amortization of intangibles decreased primarily due to the factors described above in the three-month discussion.
33

Operating income and Adjusted Operating Income
Three Months Ended June 30,Six Months Ended June 30,
2024$ Change% Change20232024$ Change% Change2023
(Dollars in thousands)
Operating income$204,526 $(10,270)(5)%$214,796 $389,264 $(23,821)(6)%$413,085 
Percentage of revenue24%26%23%26%
Adjusted Operating Income$306,437 $5,124 2%$301,313 $585,883 $22,049 4%$563,834 
Percentage of revenue35%36%34%35%
For a reconciliation of net earnings attributable to Match Group, Inc. shareholders to Adjusted Operating Income, see “Non-GAAP Financial Measures.”
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Operating income decreased 5% and Adjusted Operating Income increased 2%. Operating income and Adjusted Operating Income each benefited from the increase in revenue of $34.5 million which was driven by growth at Hinge, and a decrease in cost of revenue due to lower in-app purchase fees, which was primarily related to an escrow payment related to litigation regarding fees paid to the Google Play store in the prior year quarter. The benefit was partially offset by an increase in selling and marketing expense, an increase in general and administrative expense mainly due to increases in digital sales taxes, and an increase in product development expenses related to employee compensation due to increases in headcount at Tinder. Operating income was further impacted by increases in stock-based compensation expense, primarily due to an increase in headcount and because forfeitures of stock-based awards were lower in 2024 than in 2023, and in depreciation expense due to increases in internally developed software placed in service.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Operating income decreased 6% and Adjusted Operating Income increased 4%, primarily due to the factors described above in the three-month discussion.
At June 30, 2024, there was $466.1 million of unrecognized compensation cost, net of estimated forfeitures, related to stock-based awards, which is expected to be recognized over a weighted average period of approximately 2.1 years.
34

Interest expense
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023

Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Interest expense$40,038 $296 1%$39,742 
Interest expense increased primarily due to a higher interest rate on the Term Loan in the current period.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Interest expense$80,391 $1,298 2%$79,093 
Interest expense increased primarily due to the factors described above in the three-month discussion.
Other income, net
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Other income, net$10,525 $7,093 207%$3,432 
Other income, net in 2024 includes interest income of $10.4 million.
Other income, net in 2023 includes interest income of $6.4 million, partially offset by $3.0 million in net foreign currency losses.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Other income, net$19,999 $13,175 193%$6,824 
Other income, net in 2024 includes interest income of $20.4 million, partially offset by $0.6 million in net foreign currency losses.
Other income, net in 2023 includes interest income of $10.9 million, partially offset by $4.1 million in net foreign currency losses.
35

Income tax provision
For the three months ended June 30, 2024 compared to the three months ended June 30, 2023
Three Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Income tax provision$41,693 $552 1%$41,141 
Effective income tax rate24%23%
In 2024 and 2023, the effective tax rates of 24% and 23%, respectively, were higher than the statutory rate primarily due to state income taxes, nondeductible stock-based compensation, and unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date such awards vested compared to the grant date fair value of such awards. These increases in the statutory rate were partially offset by a lower tax rate on U.S. income derived from foreign sources.
For the six months ended June 30, 2024 compared to the six months ended June 30, 2023
Six Months Ended June 30,
2024$ Change% Change2023
(Dollars in thousands)
Income tax provision$72,318 $(10,462)(13)%$82,780 
Effective income tax rate22%24%
In 2024 and 2023, the effective tax rates of 22% and 24%, respectively, were higher than the statutory rate primarily due to the factors described above in the three-month discussion. The 2024 period also includes a tax benefit realized upon the conclusion of certain state income tax audits.
A number of countries have enacted or are actively drafting legislation to implement the Organization for Economic Cooperation and Development's ("OECD") international tax framework, including the Pillar II minimum tax regime. The Company analyzed the impact of enacted legislation and is continuing to monitor future developments. The enacted legislation does not have a material impact to the income tax provision.
For further details of income tax matters see “Note 2—Income Taxes” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.”
36

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.
37

The following table reconciles net earnings attributable to Match Group, Inc. shareholders to operating income and Adjusted Operating Income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
(In thousands)
Net earnings attributable to Match Group, Inc. shareholders
$133,314 $137,345 $256,512 $258,154 
Add back:
Net earnings (loss) attributable to noncontrolling interests
— 42 (118)
Income tax provision
41,693 41,141 72,318 82,780 
Other income, net
(10,525)(3,432)(19,999)(6,824)
Interest expense
40,038 39,742 80,391 79,093 
Operating Income
204,526 214,796 389,264 413,085 
Stock-based compensation expense69,867 60,637 133,687 102,200 
Depreciation21,092 14,565 41,613 25,117 
Amortization of intangibles
10,952 11,315 21,319 23,432 
Adjusted Operating Income$306,437 $301,313 $585,883 $563,834 
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.
38

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 three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023:
 Three Months Ended June 30,Six Months Ended June 30,
 2024$ Change% Change20232024$ Change% Change2023
 (Dollars in thousands)
Revenue, as reported$864,066 $34,514 4%$829,552 $1,723,713 $107,037 7%$1,616,676 
Foreign exchange effects27,885 47,892 
Revenue excluding foreign exchange effects$891,951 $62,399 8%$829,552 $1,771,605 $154,929 10%$1,616,676 
Americas Direct Revenue, as reported$450,546 $20,600 5%$429,946 $900,793 $64,920 8%$835,873 
Foreign exchange effects8,560 15,792 
Americas Direct Revenue, excluding foreign exchange effects
$459,106 $29,160 7%$429,946 $916,585 $80,712 10%$835,873 
Europe Direct Revenue, as reported$240,193 $12,475 5%$227,718 $479,552 $39,318 9%$440,234 
Foreign exchange effects1,537 (3,306)
Europe Direct Revenue, excluding foreign exchange effects$241,730 $14,012 6%$227,718 $476,246 $36,012 8%$440,234 
APAC and Other Direct Revenue, as reported$157,394 $(1,078)(1)%$158,472 $313,087 $(1,380)—%$314,467 
Foreign exchange effects17,477 34,958 
APAC and Other Direct Revenue, excluding foreign exchange effects$174,871 $16,399 10%$158,472 $348,045 $33,578 11%$314,467 
Tinder Direct Revenue, as reported$479,945 $5,199 1%$474,746 $961,432 $45,540 5%$915,892 
Foreign exchange effects15,934 26,660 
Tinder Direct Revenue, excluding foreign exchange effects$495,879 $21,133 4%$474,746 $988,092 $72,200 8%$915,892 
Hinge Direct Revenue, as reported$133,569 $43,238 48%$90,331 $257,322 $84,238 49%$173,084 
Foreign exchange effects358 262 
Hinge Direct Revenue, excluding foreign exchange effects$133,927 $43,596 48%$90,331 $257,584 $84,500 49%$173,084 
MG Asia Direct Revenue, as reported$73,684 $(2,921)(4)%$76,605 $145,143 $(7,123)(5)%$152,266 
Foreign exchange effects10,058 19,198 
MG Asia Direct Revenue, excluding foreign exchange effects$83,742 $7,137 9%$76,605 $164,341 $12,075 8%$152,266 
E&E Direct Revenue, as reported$160,935 $(13,519)(8)%$174,454 $329,535 $(19,797)(6)%$349,332 
Foreign exchange effects1,224 1,324 
E&E Direct Revenue, excluding foreign exchange effects$162,159 $(12,295)(7)%$174,454 $330,859 $(18,473)(5)%$349,332 
39

 Three Months Ended June 30,Six Months Ended June 30,
 2024$ Change% Change20232024$ Change% Change2023
RPP, as reported$19.05 $1.64 9%$17.41 $18.96 $2.13 13%$16.83 
Foreign exchange effects0.62 0.53 
RPP, excluding foreign exchange effects$19.67 $2.26 13%$17.41 $19.49 $2.66 16%$16.83 
Americas RPP, as reported$22.30 $3.73 20%$18.57 $22.07 $4.33 24%$17.74 
Foreign exchange effects0.42 0.39 
Americas RPP, excluding foreign exchange effects$22.72 $4.15 22%$18.57 $22.46 $4.72 27%$17.74 
Europe RPP, as reported$17.79 $0.61 4%$17.18 $17.76 $1.11 7%$16.65 
Foreign exchange effects0.12 (0.12)
Europe RPP, excluding foreign exchange effects$17.91 $0.73 4%$17.18 $17.64 $0.99 6%$16.65 
APAC and Other RPP, as reported$14.55 $(0.56)(4)%$15.11 $14.56 $(0.45)(3)%$15.01 
Foreign exchange effects1.61 1.62 
APAC and Other RPP, excluding foreign exchange effects$16.16 $1.05 7%$15.11 $16.18 $1.17 8%$15.01 
40

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Position
June 30, 2024December 31, 2023
(In thousands)
Cash and cash equivalents:
United States
$647,811 $647,177 
All other countries
189,981 215,263 
Total cash and cash equivalents837,792 862,440 
Short-term investments5,812 6,200 
Total cash and cash equivalents and short-term investments$843,604 $868,640 
Long-term debt:
Credit Facility due March 20, 2029(a)
$— $— 
Term Loan due February 13, 2027
425,000 425,000 
5.00% Senior Notes due December 15, 2027
450,000 450,000 
4.625% Senior Notes due June 1, 2028500,000 500,000 
5.625% Senior Notes due February 15, 2029
350,000 350,000 
4.125% Senior Notes due August 1, 2030500,000 500,000 
3.625% Senior Notes due October 1, 2031500,000 500,000 
2026 Exchangeable Notes due June 15, 2026575,000 575,000 
2030 Exchangeable Notes due January 15, 2030575,000 575,000 
Total long-term debt3,875,000 3,875,000 
Less: Unamortized original issue discount
3,023 3,479 
Less: Unamortized debt issuance costs26,406 29,279 
Total long-term debt, net$3,845,571 $3,842,242 
______________________
(a)The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the Term Loan or the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance the Term Loan or such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date.
Long-term Debt
For a detailed description of long-term debt, see “Note 4—Long-term Debt, net” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.”
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Cash Flow Information
In summary, the Company’s cash flows are as follows:
Six Months Ended June 30,
20242023
(In thousands)
Net cash provided by operating activities
$413,068 $329,865 
Net cash used in investing activities
(38,712)(37,368)
Net cash used in financing activities
(394,643)(133,744)
2024
Net cash provided by operating activities in 2024 includes adjustments to earnings of $133.7 million of stock-based compensation expense, $41.6 million of depreciation, and $21.3 million of amortization of intangibles. The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $28.7 million primarily related to the timing of cash receipts, a decrease in deferred revenue of $22.1 million, and a decrease in taxes payable and receivable of $11.7 million due to the timing of tax payments.
Net cash used in investing activities in 2024 consists primarily of capital expenditures of $29.9 million primarily related to internal development of software and purchases of computer hardware.
Net cash used in financing activities in 2024 is primarily due to purchases of treasury stock of $387.4 million and payments of $10.1 million of withholding taxes paid on behalf of employees for net-settled stock awards.
2023
Net cash provided by operating activities in 2023 includes adjustments to earnings of $102.2 million of stock-based compensation expense, $25.1 million of depreciation, and $23.4 million of amortization of intangibles. The decrease in cash from changes in working capital primarily consists of an increase in accounts receivable of $83.1 million primarily related to the timing of cash receipts, and a decrease in accounts payable and other liabilities of $28.0 million due to the timing of payments. These changes were partially offset by an increase in income taxes payable of $4.0 million primarily related to the timing of tax payments.
Net cash used in investing activities in 2023 consists primarily of capital expenditures of $37.5 million primarily related to internal development of software and purchases of computer hardware.
Net cash used in financing activities in 2023 is primarily due to purchases of treasury stock of $145.1 million, payments of $2.6 million of withholding taxes paid on behalf of employees for net-settled stock awards, and purchases of non-controlling interests for $1.9 million. These uses of cash were partially offset by $15.8 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. As of June 30, 2024, $499.6 million was available under the Credit Facility.
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 4—Long-term Debt, net” to the consolidated financial statements included in “Item 1—Consolidated Financial Statements.” For additional information on operating lease payments, 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” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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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We have entered into various purchase commitments, primarily consisting of web hosting services. Our obligations under these various purchase commitments are $45.3 million for the remainder of 2024, $85.0 million for 2025, and $14.2 million for 2026.
At June 30, 2024, we do not have any off-balance sheet arrangements, other than as described above.
On January 30, 2024, the Board of Directors of the Company approved a share repurchase program for the repurchase of up to $1.0 billion in aggregate value of shares of Match Group stock. Under the share repurchase program, shares of our common stock may be purchased on a discretionary basis from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans. The share repurchase program may be commenced, suspended or discontinued at any time. During the six months ended June 30, 2024, we repurchased 12.0 million shares for $394.9 million on a trade date basis under the share repurchase program. As of July 26, 2024, $527.7 million in aggregate value of shares of Match Group stock remains available under the share repurchase program.
As of June 30, 2024, 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.
CRITICAL ACCOUNTING POLICIES AND 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 U.S. 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.
During the six months ended June 30, 2024, there were no material changes to the Company’s critical accounting policies and estimates since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2023.
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Item 3.    Quantitative and Qualitative Disclosures about Market Risk
During the six months ended June 30, 2024, there were no material changes to the Company’s instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4.    Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting 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) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Match Group management, including our principal executive and principal financial officers, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and includes controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
There were no changes to the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. 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 over a certain age a higher price than younger users for subscriptions to its premium Tinder Plus service. On July 15, 2024, the court granted Plaintiff’s motion to certify a class based upon California Tinder Plus and Tinder Gold subscribers age 29 and over. 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 the company formerly known as Match Group (“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. The case is set for trial in June 2025. 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
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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. We filed our response to the preliminary draft decision on 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, and on April 4, 2024, the Delaware Supreme Court reversed and remanded the Chancery Court’s dismissal, except for the Chancery Court’s dismissal of derivative claims, which the Supreme Court affirmed. 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 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. On July 12, 2024, the court granted defendants’ motion to dismiss without prejudice. We believe that we have strong defenses to the allegations in this lawsuit and will defend vigorously against them.
Oksayan Class Action
On February 14, 2024, a putative class action lawsuit was filed against Match Group, Inc. in the Northern District of California by six plaintiffs from California, New York, Georgia, and Florida. Among other things, Plaintiffs allege that the Tinder, Hinge, and The League apps are designed to be "addictive" in violation of various consumer protection, product liability, negligence, and other laws. Plaintiffs claim that these services’ business models and features addict unsuspecting users, leading to increased depression, loneliness, among other things. Plaintiffs further allege that Tinder, Hinge, and The League failed to warn them of the risks of addiction and that the apps are engaging in fraudulent business practices by marketing their apps in a misleading way. Plaintiffs
46

seek monetary damages, as well as injunctive relief (implementing warnings, discontinuing certain marketing campaigns, providing resources). On June 10, 2024, plaintiffs filed an amended complaint, and on July 22, 2024, we filed a motion to compel plaintiffs’ claims to arbitration. We believe that we have strong defenses to the allegations in this lawsuit and will defend vigorously against them.
Item 1A. Risk Factors
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are “forward-looking statements.” 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 quarterly 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: our ability to maintain or grow the size of our user base, competition, the limited operating history of some of our brands, our ability to attract users to our services through cost-effective marketing and related efforts, our ability to distribute our services through third parties and offset related fees, risks related to our use of artificial intelligence, foreign currency exchange rate fluctuations, the integrity and scalability of our systems and infrastructure (and those of third parties) and our ability to adapt ours to changes in a timely and cost-effective manner, our ability to protect our systems from cyberattacks and to protect personal and confidential user information, risks relating to certain of our international operations and acquisitions, damage to our brands' reputations as a result of inappropriate actions by users of our services, uncertainties related to the tax treatment of our separation from IAC, uncertainties related to the acquisition of Hyperconnect, including, among other things, the expected benefits of the transaction and the impact of the transaction on the businesses of Match Group, and macroeconomic conditions.
Certain of these and other risks and uncertainties are discussed in Match Group’s filings with the Securities and Exchange Commission, including in Part I “Item 1A. Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2023. 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 quarterly 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 quarterly report. Match Group does not undertake to update these forward-looking statements.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the quarter ended June 30, 2024.
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Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its common stock during the quarter ended June 30, 2024:
Period(a)
Total Number of Shares Purchased
(b)
Average Price Paid Per Share
(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)
April 202465,845 $36.05 65,845 $800,000,017 
May 20242,277,988 $30.07 2,277,988 731,500,204 
June 20244,072,804 $31.03 4,072,804 605,133,802 
Total6,416,637 $30.74 6,416,637 $605,133,802 
______________________
(1)Reflects repurchases made pursuant to the $1.0 billion share repurchase program authorized in January 2024.
(2)Represents the aggregate value of shares of common stock that remained available for repurchase pursuant to the Company’s repurchase program. The timing and actual number of any shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The Company is not obligated to purchase any shares under the repurchase program, and repurchases may be commenced, suspended or discontinued from time to time without prior notice.
Item 5.    Other Information
Insider Trading Arrangements
During the three months ended June 30, 2024, 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.
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Item 6.    Exhibits
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.
  Incorporated by ReferenceFiled (†) or
Furnished (‡)
Herewith
(as indicated)
Exhibit
No.
Exhibit DescriptionFormSEC
File No.
ExhibitFiling
Date
8-K001-3414810.16/21/2024
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES
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.
August 1, 2024 MATCH GROUP, INC.
  By: /s/ GARY SWIDLER
Gary Swidler
President and
Chief Financial Officer
SignatureTitle Date
/s/ GARY SWIDLERPresident and
Chief Financial Officer
 August 1, 2024
Gary Swidler
50
Exhibit 10.1
Match Group, Inc. (the “Company”)
Non-Employee Director Compensation Program
(Revised June 20, 2024)

Each non-employee member of the Company’s Board of Directors (the “Board”) receives an annual retainer fee of $50,000 and the Chairperson of each of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees of the Board receives an additional annual retainer fee of $20,000, $20,000 and $15,000, respectively. Members of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees (including the Chairpersons) each receive an additional annual retainer fee of $10,000, $5,000 and $5,000, respectively. The Chairperson of the Board receives an additional annual retainer fee of $80,000. All amounts are payable quarterly in arrears.

In addition, each non-employee director, including non-employee directors initially elected or appointed on the date of an annual meeting of stockholders of the Company, will receive an annual grant of restricted stock units (“RSUs”) of the Company with a dollar value of $250,000 (based on the closing price of the Company’s common stock on the grant date) on the date of the Company’s annual meeting of stockholders (unless such non-employee director does not serve as a director of the Company following such annual meeting of stockholders). The terms of these RSUs provide for vesting in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of the Company’s next annual meeting of stockholders following the grant date.

Upon a non-employee director’s initial election or appointment to the Board other than on the date of an annual meeting of stockholders of the Company, each non-employee director will receive a grant of RSUs of the Company with a dollar value of $250,000 (based on the closing price of the Company’s common stock on the grant date), prorated based on the number of calendar days elapsed since the grant date of the immediately preceding annual grant of RSUs to non-employee directors (the “Prior Grant Date”) divided by 365. The terms of these RSUs provide for vesting in full on the earlier of (i) the first anniversary of the Prior Grant Date and (ii) the date of the Company’s next annual meeting of stockholders following the grant date.

The terms of all RSU awards to non-employee directors hereunder will also provide for: (i) cancellation and forfeiture of unvested RSUs in their entirety upon termination of service to the Company and its subsidiaries and (ii) full acceleration of vesting upon a change in control of the Company.

Each non-employee director is eligible to participate in the 2020 Match Group, Inc. Deferred Compensation Plan, in accordance with the terms of such plan.

Each non-employee director will also be reimbursed for all reasonable expenses incurred by such director in connection with attendance at board and committee meetings.




Exhibit 31.1

Certification

I, Bernard Kim, certify that:
1.     I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2024 of Match Group, Inc.;
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated:August 1, 2024/s/ BERNARD KIM
Bernard Kim
Chief Executive Officer




Exhibit 31.2

Certification

I, Gary Swidler, certify that:
1.     I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2024 of Match Group, Inc.;
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)     Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.     The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated:August 1, 2024/s/ GARY SWIDLER
Gary Swidler
President and
Chief Financial Officer



Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Kim, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)     the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.
Dated:August 1, 2024/s/ BERNARD KIM
Bernard Kim
Chief Executive Officer



Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary Swidler, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)     the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 of Match Group, Inc. (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Match Group, Inc.
Dated: August 1, 2024/s/ GARY SWIDLER
Gary Swidler
President and
Chief Financial Officer


v3.24.2.u1
COVER - shares
6 Months Ended
Jun. 30, 2024
Jul. 26, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 001-34148  
Entity Registrant Name Match Group, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 59-2712887  
Entity Address, Address Line One 8750 North Central Expressway  
Entity Address, Address Line Two Suite 1400  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75231  
City Area Code 214  
Local Phone Number 576-9352  
Title of 12(b) Security Common Stock, par value $0.001  
Trading Symbol MTCH  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Small Business false  
Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   257,895,012
Entity Central Index Key 0000891103  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.24.2.u1
CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
ASSETS    
Cash and cash equivalents $ 837,792 $ 862,440
Short-term investments 5,812 6,200
Accounts receivable, net of allowance of $601 and $603, respectively 324,269 298,648
Other current assets 118,049 104,023
Total current assets 1,285,922 1,271,311
Property and equipment, net of accumulated depreciation and amortization of $280,485 and $249,223, respectively 181,138 194,525
Goodwill 2,255,302 2,342,612
Intangible assets, net of accumulated amortization of $135,776 and $121,489, respectively 275,721 305,746
Deferred income taxes 235,246 259,803
Other non-current assets 135,600 133,889
TOTAL ASSETS 4,368,929 4,507,886
LIABILITIES    
Accounts payable 17,223 13,187
Deferred revenue 187,076 211,282
Accrued expenses and other current liabilities 308,036 307,299
Total current liabilities 512,335 531,768
Long-term debt, net 3,845,571 3,842,242
Income taxes payable 26,696 24,860
Deferred income taxes 17,477 26,302
Other long-term liabilities 96,962 101,787
Commitments and contingencies
SHAREHOLDERS’ EQUITY    
Common stock; $0.001 par value; authorized 1,600,000,000 shares; 293,024,212 and 289,631,352 shares issued; and 260,249,674 and 268,890,470 outstanding at June 30, 2024 and December 31, 2023, respectively 293 290
Additional paid-in capital 8,663,157 8,529,200
Retained deficit (6,874,517) (7,131,029)
Accumulated other comprehensive loss (488,993) (385,471)
Treasury stock; 32,774,538 and 20,740,882 shares, respectively (1,430,180) (1,032,538)
Total Match Group, Inc. shareholders’ equity (130,240) (19,548)
Noncontrolling interests 128 475
Total shareholders’ equity (130,112) (19,073)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 4,368,929 $ 4,507,886
v3.24.2.u1
CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Accounts receivable allowance and reserves $ 601 $ 603
Accumulated depreciation and amortization on property and equipment 280,485 249,223
Accumulated amortization $ 135,776 $ 121,489
Common stock, par value (USD per share) $ 0.001 $ 0.001
Common stock authorized (shares) 1,600,000,000 1,600,000,000
Common stock issued (shares) 293,024,212 289,631,352
Common stock outstanding (shares) 260,249,674 268,890,470
Treasury stock (shares) 32,774,538 20,740,882
v3.24.2.u1
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenue $ 864,066 $ 829,552 $ 1,723,713 $ 1,616,676
Operating costs and expenses:        
Cost of revenue (exclusive of depreciation shown separately below) 244,988 250,294 501,730 490,304
Selling and marketing expense 154,628 136,597 319,929 273,956
General and administrative expense 114,304 107,698 220,545 198,309
Product development expense 113,576 94,287 229,313 192,473
Depreciation 21,092 14,565 41,613 25,117
Amortization of intangibles 10,952 11,315 21,319 23,432
Total operating costs and expenses 659,540 614,756 1,334,449 1,203,591
Operating income 204,526 214,796 389,264 413,085
Interest expense (40,038) (39,742) (80,391) (79,093)
Other income, net 10,525 3,432 19,999 6,824
Earnings before income taxes 175,013 178,486 328,872 340,816
Income tax provision (41,693) (41,141) (72,318) (82,780)
Net earnings 133,320 137,345 256,554 258,036
Net (earnings) loss attributable to noncontrolling interests (6) 0 (42) 118
Net earnings attributable to Match Group, Inc. shareholders $ 133,314 $ 137,345 $ 256,512 $ 258,154
Net earnings per share attributable to Match Group, Inc. shareholders:        
Basic (USD per share) $ 0.50 $ 0.49 $ 0.96 $ 0.93
Diluted (USD per share) $ 0.48 $ 0.48 $ 0.93 $ 0.89
Stock-based compensation expense by function:        
Stock-based compensation expense $ 69,867 $ 60,637 $ 133,687 $ 102,200
Cost of revenue        
Stock-based compensation expense by function:        
Stock-based compensation expense 1,809 1,673 3,520 2,990
Selling and marketing expense        
Stock-based compensation expense by function:        
Stock-based compensation expense 3,298 2,558 6,136 4,471
General and administrative expense        
Stock-based compensation expense by function:        
Stock-based compensation expense 25,018 28,088 49,229 41,205
Product development expense        
Stock-based compensation expense by function:        
Stock-based compensation expense $ 39,742 $ 28,318 $ 74,802 $ 53,534
v3.24.2.u1
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS (Unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net earnings $ 133,320 $ 137,345 $ 256,554 $ 258,036
Other comprehensive loss, net of tax        
Change in foreign currency translation adjustment (34,067) (15,170) (103,565) (49,614)
Total other comprehensive loss (34,067) (15,170) (103,565) (49,614)
Comprehensive income 99,253 122,175 152,989 208,422
Components of comprehensive (income) loss attributable to noncontrolling interests:        
Net (earnings) loss attributable to noncontrolling interests (6) 0 (42) 118
Change in foreign currency translation adjustment attributable to noncontrolling interests 7 0 43 3
Comprehensive loss attributable to noncontrolling interests 1 0 1 121
Comprehensive income attributable to Match Group, Inc. shareholders $ 99,254 $ 122,175 $ 152,990 $ 208,543
v3.24.2.u1
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Total Match Group Shareholders’ Equity
Common Stock
Additional Paid-in Capital
Retained (Deficit) Earnings
Accumulated Other Comprehensive Loss
Treasury Stock
Noncontrolling Interests
Redeemable Noncontrolling Interests
Balance at beginning of period at Dec. 31, 2022 $ 0                
Increase (Decrease) in Redeemable Noncontrolling Interests                  
Net (earnings) loss attributable to noncontrolling interests (184)                
Purchase of redeemable noncontrolling interests                 $ (295)
Adjustment of redeemable noncontrolling interests to fair value 479                
Balance at end of period at Jun. 30, 2023 0               0
Balance at beginning of period at Dec. 31, 2022 (358,881) $ (359,875) $ 287 $ 8,273,637 $ (7,782,568) $ (369,182) $ (482,049) $ 994  
Balance at beginning of period (shares) at Dec. 31, 2022     286,817            
Increase (Decrease) in Shareholders' Equity                  
Net (loss) earnings 258,220 258,154     258,154     66  
Other comprehensive loss, net of tax (49,614) (49,611)       (49,611)   (3)  
Stock-based compensation expense 108,193 108,193   108,193          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 13,236 13,236 $ 2 13,234          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares)     1,869            
Purchase of treasury stock (145,765) (145,765)         (145,765)    
Adjustment of redeemable noncontrolling interests to fair value (479) (479)   (479)          
Purchase of noncontrolling interest (2,423) 734   734       (3,157)  
Adjustment of noncontrolling interests to fair value 0 (2,100)   (2,100)       2,100  
Noncontrolling interest created by the exercise of subsidiary denominated equity awards 0 (411)   (411)       411  
Other (3) (3)   (3)          
Balance at end of period at Jun. 30, 2023 (177,516) (177,927) $ 289 8,392,805 (7,524,414) (418,793) (627,814) 411  
Balance at end of period (shares) at Jun. 30, 2023     288,686            
Balance at beginning of period at Mar. 31, 2023                 0
Increase (Decrease) in Redeemable Noncontrolling Interests                  
Purchase of redeemable noncontrolling interests                 (295)
Adjustment of redeemable noncontrolling interests to fair value                 295
Balance at end of period at Jun. 30, 2023 0               $ 0
Balance at beginning of period at Mar. 31, 2023 (334,518) (334,518) $ 288 8,325,631 (7,661,759) (403,623) (595,055) 0  
Balance at beginning of period (shares) at Mar. 31, 2023     288,211            
Increase (Decrease) in Shareholders' Equity                  
Net (loss) earnings 137,345 137,345     137,345        
Other comprehensive loss, net of tax (15,170) (15,170)       (15,170)   0  
Stock-based compensation expense 63,793 63,793   63,793          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 4,089 4,089 $ 1 4,088          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares)     475            
Purchase of treasury stock (32,759) (32,759)         (32,759)    
Adjustment of redeemable noncontrolling interests to fair value (295) (295)   (295)          
Noncontrolling interest created by the exercise of subsidiary denominated equity awards 0 (411)   (411)       411  
Other (1) (1)   (1)          
Balance at end of period at Jun. 30, 2023 (177,516) (177,927) $ 289 8,392,805 (7,524,414) (418,793) (627,814) 411  
Balance at end of period (shares) at Jun. 30, 2023     288,686            
Balance at beginning of period at Dec. 31, 2023 (19,073) (19,548) $ 290 8,529,200 (7,131,029) (385,471) (1,032,538) 475  
Balance at beginning of period (shares) at Dec. 31, 2023     289,631            
Increase (Decrease) in Shareholders' Equity                  
Net (loss) earnings 256,554 256,512     256,512     42  
Other comprehensive loss, net of tax (103,565) (103,522)       (103,522)   (43)  
Stock-based compensation expense 137,823 137,823   137,823          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (3,263) (3,263) $ 3 (3,266)          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares)     3,393            
Purchase of treasury stock (397,642) (397,642)         (397,642)    
Purchase of noncontrolling interest (1,068) 397   397       (1,465)  
Adjustment of noncontrolling interests to fair value 0 (996)   (996)       996  
Noncontrolling interest created by the exercise of subsidiary denominated equity awards 150             150  
Other (28) (1)   (1)       (27)  
Balance at end of period at Jun. 30, 2024 (130,112) (130,240) $ 293 8,663,157 (6,874,517) (488,993) (1,430,180) 128  
Balance at end of period (shares) at Jun. 30, 2024     293,024            
Balance at beginning of period at Mar. 31, 2024 (107,672) (107,810) $ 292 8,585,987 (7,007,831) (454,933) (1,231,325) 138  
Balance at beginning of period (shares) at Mar. 31, 2024     291,895            
Increase (Decrease) in Shareholders' Equity                  
Net (loss) earnings 133,320 133,314     133,314     6  
Other comprehensive loss, net of tax (34,067) (34,060)       (34,060)   (7)  
Stock-based compensation expense 72,097 72,097   72,097          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes 5,073 5,073 $ 1 5,072          
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes (shares)     1,129            
Purchase of treasury stock (198,855) (198,855)         (198,855)    
Noncontrolling interest created by the exercise of subsidiary denominated equity awards 18 0   0       18  
Other (26) 1   1       (27)  
Balance at end of period at Jun. 30, 2024 $ (130,112) $ (130,240) $ 293 $ 8,663,157 $ (6,874,517) $ (488,993) $ (1,430,180) $ 128  
Balance at end of period (shares) at Jun. 30, 2024     293,024            
v3.24.2.u1
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 2024
Jun. 30, 2023
Common stock, par value (USD per share) $ 0.001  
Common Stock    
Common stock, par value (USD per share) $ 0.001 $ 0.001
v3.24.2.u1
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Statement of Cash Flows [Abstract]    
Net earnings $ 256,554 $ 258,036
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Stock-based compensation expense 133,687 102,200
Depreciation 41,613 25,117
Amortization of intangibles 21,319 23,432
Deferred income taxes 16,964 26,627
Other adjustments, net (109) 6,912
Changes in assets and liabilities    
Accounts receivable (28,670) (83,074)
Other assets 2,410 2,128
Accounts payable and other liabilities 3,118 (27,988)
Income taxes payable and receivable (11,690) 4,001
Deferred revenue (22,128) (7,526)
Net cash provided by operating activities 413,068 329,865
Cash flows from investing activities:    
Capital expenditures (29,905) (37,457)
Other, net (8,807) 89
Net cash used in investing activities (38,712) (37,368)
Cash flows from financing activities:    
Proceeds from issuance of common stock pursuant to stock-based awards 5,739 15,816
Withholding taxes paid on behalf of employees on net settled stock-based awards (10,095) (2,580)
Purchase of treasury stock (387,366) (145,108)
Purchase of noncontrolling interests (737) (1,872)
Other, net (2,184) 0
Net cash used in financing activities (394,643) (133,744)
Total cash (used) provided (20,287) 158,753
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (4,361) 1,421
Net (decrease) increase in cash, cash equivalents, and restricted cash (24,648) 160,174
Cash, cash equivalents, and restricted cash at beginning of period 862,440 572,516
Cash, cash equivalents, and restricted cash at end of period $ 837,792 $ 732,690
v3.24.2.u1
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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, unless the context indicates otherwise.
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.
In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
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; 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.
Accounting for Investments and 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 a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its 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 the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net.
Revenue Recognition
Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
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 current deferred revenue balance as of December 31, 2023 was $211.3 million. During the six months ended June 30, 2024, the Company recognized $196.5 million of revenue that was included in the deferred revenue balance as of December 31, 2023. The current deferred revenue balance at June 30, 2024 is $187.1 million. At June 30, 2024 and December 31, 2023, there was no non-current portion of deferred revenue.
Practical Expedients and Exemptions
As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, 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.
Disaggregation of Revenue
The following table presents disaggregated revenue:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (In thousands)
Direct Revenue:
Americas$450,546 $429,946 $900,793 $835,873 
Europe240,193 227,718 479,552 440,234 
APAC and Other157,394 158,472 313,087 314,467 
Total Direct Revenue848,133 816,136 1,693,432 1,590,574 
Indirect Revenue (principally advertising revenue)
15,933 13,416 30,281 26,102 
Total Revenue$864,066 $829,552 $1,723,713 $1,616,676 
Direct Revenue:
Tinder$479,945 $474,746 $961,432 $915,892 
Hinge133,569 90,331 257,322 173,084 
Match Group Asia(a)
73,684 76,605 145,143 152,266 
Evergreen & Emerging(b)
160,935 174,454 329,535 349,332 
Total Direct Revenue$848,133 $816,136 $1,693,432 $1,590,574 
______________________
(a)Consists of the brands primarily focused on Asia and the Middle East including Pairs™ and Azar®.
(b)Consists primarily of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands.
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. 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, or 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, or financial condition.
v3.24.2.u1
INCOME TAXES
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
NOTE 2—INCOME TAXES
At the end of each interim period, the Company estimates the annual effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects, is individually computed and recognized in the interim period in which it occurs. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of beginning-of-the-year deferred tax assets in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
The computation of the estimated annual effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the estimated annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in the income tax provision in the quarter in which the change occurs.
For the three months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $41.7 million and $41.1 million, respectively. For the six months ended June 30, 2024 and 2023, the Company recorded an income tax provision of $72.3 million and $82.8 million, respectively. The effective tax rates for both the three and six-month periods in 2024 and 2023 were higher than the U.S. statutory federal rate primarily due to state income taxes, nondeductible stock-based compensation, and unfavorable tax adjustments upon the vesting of certain stock-based awards due to a lower stock price on the date the awards vested compared to the grant date fair value of such awards. These increases were partially offset by the lower tax rate on U.S. income derived from foreign sources. The six-month period ended June 30, 2024 also included a benefit realized upon the conclusion of certain state income tax audits.
Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include a review of the timing and amount of income and deductions, and the allocation of such income and deductions among various tax jurisdictions. The Company is open to U.S. federal audit for tax years after December 31, 2019, and 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 June 30, 2024 and December 31, 2023, unrecognized tax benefits, including interest and penalties, were $41.7 million and $45.8 million, respectively. If unrecognized tax benefits at June 30, 2024 are subsequently recognized, income tax expense would be reduced by $38.7 million, net of related deferred tax assets and interest. The comparable amount as of December 31, 2023 was $41.0 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $1.1 million by June 30, 2025 due to expirations of statutes of limitations, which would reduce the income tax provision.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals of interest and penalties for the three months ended June 30, 2024 and 2023 were not material. At both June 30, 2024 and December 31, 2023, noncurrent income taxes payable includes accrued interest and penalties of $0.9 million
v3.24.2.u1
FINANCIAL INSTRUMENTS
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS
NOTE 3—FINANCIAL INSTRUMENTS
Equity securities without readily determinable fair values
At June 30, 2024 and December 31, 2023, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $19.3 million and $14.3 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 through June 30, 2024 were $2.1 million. For both the six months ended June 30, 2024 and 2023, there were no adjustments to the carrying value of equity securities without readily determinable fair values.
For all equity securities without readily determinable fair values as of June 30, 2024 and December 31, 2023, the Company has elected the measurement alternative. For the three and six months ended June 30, 2024 and 2023, under the measurement alternative election, the Company did not identify any fair value adjustments using observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
 June 30, 2024
 Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Total
Fair Value
Measurements
 (In thousands)
Assets:  
Cash equivalents:  
Money market funds$200,064 $— $200,064 
Time deposits— 131,000 131,000 
Short-term investments:
Time deposits— 5,812 5,812 
Total$200,064 $136,812 $336,876 
 December 31, 2023
 Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Total
Fair Value
Measurements
 (In thousands)
Assets:  
Cash equivalents:  
Money market funds$125,659 $— $125,659 
Time deposits— 75,000 75,000 
Short-term investments:
Time deposits— 6,200 6,200 
Total$125,659 $81,200 $206,859 
Assets measured at fair value on a nonrecurring basis
The Company’s non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use assets, are adjusted to fair value only when an impairment charge is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
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.
June 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Long-term debt, net (a) (b)
$(3,845,571)$(3,518,607)$(3,842,242)$(3,586,177)
______________________
(a)At June 30, 2024 and December 31, 2023, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $29.4 million and $32.8 million, respectively.
(b)At June 30, 2024, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) is $520.6 million and $474.5 million, respectively. At December 31, 2023, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes is $517.2 million and $500.3 million, respectively.
At June 30, 2024 and December 31, 2023, the fair value of long-term debt, net, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.
v3.24.2.u1
LONG-TERM DEBT, NET
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
LONG-TERM DEBT, NET
NOTE 4—LONG-TERM DEBT, NET
Long-term debt consists of:
June 30, 2024December 31, 2023
(In thousands)
Credit Facility due March 20, 2029(a)
$— $— 
Term Loan due February 13, 2027
425,000 425,000 
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15
450,000 450,000 
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1
500,000 500,000 
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15
350,000 350,000 
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1
500,000 500,000 
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1
500,000 500,000 
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15
575,000 575,000 
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15
575,000 575,000 
Total debt3,875,000 3,875,000 
Less: Unamortized original issue discount
3,023 3,479 
Less: Unamortized debt issuance costs26,406 29,279 
Total long-term debt, net$3,845,571 $3,842,242 
______________________
(a)Subject to springing maturity, described below.
Credit Facility and Term Loan
Our wholly-owned subsidiary, Match Group Holdings II, LLC (“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.
On March 20, 2024, we entered into an amendment to reduce the borrowing availability under the Credit Facility from $750 million to $500 million and extend the maturity date of the Credit Facility. The maturity date of the Credit Facility is the earlier of (x) March 20, 2029 and (y) the date that is 91 days prior to the maturity date of the Term Loan or the existing senior notes due 2027, 2028, or 2029, or any new indebtedness used to refinance the Term Loan or such senior notes that matures prior to the date that is 91 days after March 20, 2029, in each case if and only if at least $250 million in aggregate principal amount of such debt is outstanding on such date.
At June 30, 2024 and December 31, 2023, the Credit Facility has a borrowing capacity of $500 million and $750 million, respectively. At both June 30, 2024 and December 31, 2023, there were no outstanding borrowings, and $0.4 million in outstanding letters of credit. At June 30, 2024 and December 31, 2023, there is $499.6 million and $749.6 million, respectively, 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 June 30, 2024. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or a term secured overnight financing rate plus an applicable adjustment (“Adjusted Term SOFR”), 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 June 30, 2024 and December 31, 2023, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at Adjusted Term SOFR plus 1.75% and the applicable rate was 7.24% and 7.27% at June 30, 2024 and December 31, 2023, respectively. The Term Loan matures on February 13, 2027. Interest payments are due at least quarterly through the term of the loan. The Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio as 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 consolidated net leverage ratio exceeds 4.25 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 5.00% Senior Notes were issued on December 4, 2017. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 4.625% Senior Notes were issued on May 19, 2020. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 5.625% Senior Notes were issued on February 15, 2019. These notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 4.125% Senior Notes were issued on February 11, 2020. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
The 3.625% Senior Notes were issued on October 4, 2021. 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 redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date.
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. No such limitations were in effect at June 30, 2024. 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 governing the 3.625%, 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indenture 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 its 2026 Exchangeable Notes and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively.
The 2026 and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries.
The following table presents details of the exchangeable features:
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a)
Approximate Equivalent Exchange Price per Share(a)
Exchangeable Date
2026 Exchangeable Notes11.4259$87.52 March 15, 2026
2030 Exchangeable Notes11.8739$84.22 October 15, 2029
______________________
(a)Subject to adjustment upon the occurrence of specified events.
As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances:
(1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day;
(2) during the five-business day period after any five-consecutive trading day period (the “measurement 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 cash, shares of the Company’s common stock, or a combination of cash and shares of the Company's common stock. Any shares issued in further settlement of the notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below).
No 2026 or 2030 Exchangeable Notes were presented for exchange during the six months ended June 30, 2024. Neither of the 2026 and 2030 Exchangeable Notes were exchangeable as of June 30, 2024.
At both June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, respectively.
Additionally, all or any portion of the 2026 Exchangeable Notes may be redeemed for cash, at the issuer’s option, at any time, and for the 2030 Exchangeable Notes on or after July 20, 2026, 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 June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Principal$575,000 $575,000 $575,000 $575,000 
Less: Unamortized debt issuance costs3,180 6,114 3,976 6,630 
Net carrying value included in long-term debt, net$571,820 $568,886 $571,024 $568,370 
The following table sets forth interest expense recognized related to the Exchangeable Notes:
Three Months Ended June 30, 2024Three Months Ended June 30, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Contractual interest expense$1,258 $2,875 $1,258 $2,875 
Amortization of debt issuance costs398 258 395 254 
Total interest expense recognized$1,656 $3,133 $1,653 $3,129 
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Contractual interest expense$2,516 $5,750 $2,516 $5,750 
Amortization of debt issuance costs796 516 786 504 
Total interest expense recognized$3,312 $6,266 $3,302 $6,254 
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 prices per share set forth below (the “Exchangeable Notes Hedge”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share prices 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 Exchangeable 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 common stock exceeds their respective strike prices.
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at June 30, 2024:
Number of Shares(a)
Approximate Equivalent Exchange Price per Share(a)
(Shares in millions)
2026 Exchangeable Notes Hedge6.6$87.52 
2030 Exchangeable Notes Hedge6.8$84.22 
Number of Shares(a)
Weighted Average Strike Price per Share(a)
(Shares in millions)
2026 Exchangeable Notes Warrants6.6$134.76 
2030 Exchangeable Notes Warrants6.8$134.82 
______________________
(a)Subject to adjustment upon the occurrence of specified events.
v3.24.2.u1
ACCUMULATED OTHER COMPREHENSIVE LOSS
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE LOSS
NOTE 5—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the components of accumulated other comprehensive loss. For the three and six months ended June 30, 2024 and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments.
Three Months Ended June 30,
20242023
 (In thousands)
Balance at April 1$(454,933)$(403,623)
Other comprehensive loss before reclassifications(34,064)(15,170)
Amounts reclassified into earnings— 
Net period other comprehensive loss(34,060)(15,170)
Balance at June 30$(488,993)$(418,793)
Six Months Ended June 30,
20242023
(In thousands)
Balance at January 1$(385,471)$(369,182)
Other comprehensive loss
(103,526)(49,611)
Amounts reclassified into earnings— 
Net period other comprehensive loss
(103,522)(49,611)
Balance at June 30$(488,993)$(418,793)
At both June 30, 2024 and 2023, there was no tax benefit or provision on the accumulated other comprehensive loss.
v3.24.2.u1
EARNINGS PER SHARE
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE
NOTE 6—EARNINGS PER SHARE
The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:
Three Months Ended June 30,
2024
2023
BasicDilutedBasicDiluted
(In thousands, except per share data)
Numerator
Net earnings
$133,320 $133,320 $137,345 $137,345 
Net earnings attributable to noncontrolling interests
(6)(6)— — 
Impact from subsidiaries’ dilutive securities
— (5)— (34)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— 3,171 — 3,179 
Net earnings attributable to Match Group, Inc. shareholders
$133,314 $136,480 $137,345 $140,490 
Denominator
Weighted average basic shares outstanding264,397 264,397 278,133 278,133 
Dilutive securities(b)(c)
— 4,088 — 3,472 
Dilutive shares from Exchangeable Notes, if-converted(a)
— 13,397 — 13,397 
Denominator for earnings per share—weighted average shares(b)(c)
264,397 281,882 278,133 295,002 
Earnings per share:
Earnings per share attributable to Match Group, Inc. shareholders$0.50 $0.48 $0.49 $0.48 
Six Months Ended June 30,
20242023
BasicDilutedBasicDiluted
(In thousands, except per share data)
Numerator
Net earnings
$256,554 $256,554 $258,036 $258,036 
Net (earnings) loss attributable to noncontrolling interests(42)(42)118 118 
Impact from subsidiaries’ dilutive securities
— (13)— (64)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— 6,342 — 6,357 
Net earnings attributable to Match Group, Inc. shareholders
$256,512 $262,841 $258,154 $264,447 
Denominator
Weighted average basic shares outstanding266,270 266,270 278,693 278,693 
Dilutive securities(b)(c)
— 4,380 — 3,733 
Dilutive shares from Exchangeable Notes, if-converted(a)
— 13,397 — 13,397 
Denominator for earnings per share—weighted average shares(b)(c)
266,270 284,047 278,693 295,823 
Earnings per share:
Earnings per share attributable to Match Group, Inc. shareholders$0.96 $0.93 $0.93 $0.89 
______________________
(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For both the three and six months ended June 30, 2024 and 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.
(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 three and six months ended June 30, 2024, 21.7 million and 18.4 million potentially dilutive securities, respectively, and for the three and six months ended June 30, 2023, 20.6 million and 17.2 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 restricted 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 both the three and six months ended June 30, 2024 and 2023, 3.2 million and 3.5 million shares, respectively, underlying market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
v3.24.2.u1
CONSOLIDATED FINANCIAL STATEMENT DETAILS
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
CONSOLIDATED FINANCIAL STATEMENT DETAILS
NOTE 7—CONSOLIDATED FINANCIAL STATEMENT DETAILS
Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
June 30, 2024December 31, 2023June 30, 2023December 31, 2022
(In thousands)
Cash and cash equivalents$837,792 $862,440 $732,567 $572,395 
Restricted cash included in other current assets
— — 123 121 
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows
$837,792 $862,440 $732,690 $572,516 
v3.24.2.u1
CONTINGENCIES
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
CONTINGENCIES
NOTE 8—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 material impact on the liquidity, results of operations, or financial condition of the Company. See “Note 2—Income Taxes” for additional information related to income tax contingencies.
FTC Lawsuit Against Match Group
On September 25, 2019, the United States Federal Trade Commission (the “FTC”) filed a lawsuit in federal district court in Texas against the company formerly known as Match Group, Inc. 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. The case is set for trial in June 2025. 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. We filed our response to the preliminary draft decision on 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.
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations
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.
Basis of Presentation and Consolidation
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.
In management’s opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in management’s opinion, all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Accounting Estimates
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; 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.
Accounting for Investments and Equity Securities
Accounting for Investments and 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 a similar investment of the same issuer; value is generally determined based on a market approach as of the transaction date. A security will be considered identical or similar if it has identical or similar rights to the equity securities held by the Company. The Company reviews its 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 the carrying value, the Company writes down the security to its fair value and records the corresponding charge within other income (expense), net.
Revenue Recognition
Revenue Recognition
Revenue is recognized when control of the promised services are transferred to our customers, and in the amount that reflects the consideration the Company expects to be entitled to in exchange for those services.
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 current deferred revenue balance as of December 31, 2023 was $211.3 million. During the six months ended June 30, 2024, the Company recognized $196.5 million of revenue that was included in the deferred revenue balance as of December 31, 2023. The current deferred revenue balance at June 30, 2024 is $187.1 million. At June 30, 2024 and December 31, 2023, there was no non-current portion of deferred revenue.
Practical Expedients and Exemptions
As permitted under the practical expedient available under ASU No. 2014-09, Revenue from Contracts with Customers, 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.
Recent Accounting Pronouncements
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. 2023-07 to only impact our disclosures with no impacts to our results of operations, cash flows, or 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, or financial condition.
v3.24.2.u1
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Disaggregation of Revenue
The following table presents disaggregated revenue:
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
 (In thousands)
Direct Revenue:
Americas$450,546 $429,946 $900,793 $835,873 
Europe240,193 227,718 479,552 440,234 
APAC and Other157,394 158,472 313,087 314,467 
Total Direct Revenue848,133 816,136 1,693,432 1,590,574 
Indirect Revenue (principally advertising revenue)
15,933 13,416 30,281 26,102 
Total Revenue$864,066 $829,552 $1,723,713 $1,616,676 
Direct Revenue:
Tinder$479,945 $474,746 $961,432 $915,892 
Hinge133,569 90,331 257,322 173,084 
Match Group Asia(a)
73,684 76,605 145,143 152,266 
Evergreen & Emerging(b)
160,935 174,454 329,535 349,332 
Total Direct Revenue$848,133 $816,136 $1,693,432 $1,590,574 
______________________
(a)Consists of the brands primarily focused on Asia and the Middle East including Pairs™ and Azar®.
(b)Consists primarily of the brands Match®, Meetic®, OkCupid®, Plenty Of Fish®, and a number of demographically focused brands.
v3.24.2.u1
FINANCIAL INSTRUMENTS (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
 June 30, 2024
 Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Total
Fair Value
Measurements
 (In thousands)
Assets:  
Cash equivalents:  
Money market funds$200,064 $— $200,064 
Time deposits— 131,000 131,000 
Short-term investments:
Time deposits— 5,812 5,812 
Total$200,064 $136,812 $336,876 
 December 31, 2023
 Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Total
Fair Value
Measurements
 (In thousands)
Assets:  
Cash equivalents:  
Money market funds$125,659 $— $125,659 
Time deposits— 75,000 75,000 
Short-term investments:
Time deposits— 6,200 6,200 
Total$125,659 $81,200 $206,859 
Schedule of Carrying Value and Fair Value of Financial Instruments
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes.
June 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
(In thousands)
Long-term debt, net (a) (b)
$(3,845,571)$(3,518,607)$(3,842,242)$(3,586,177)
______________________
(a)At June 30, 2024 and December 31, 2023, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $29.4 million and $32.8 million, respectively.
(b)At June 30, 2024, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes (described in “Note 4—Long-term Debt, net”) is $520.6 million and $474.5 million, respectively. At December 31, 2023, the fair value of the 2026 Exchangeable Notes and 2030 Exchangeable Notes is $517.2 million and $500.3 million, respectively.
v3.24.2.u1
LONG-TERM DEBT, NET (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
Long-term debt consists of:
June 30, 2024December 31, 2023
(In thousands)
Credit Facility due March 20, 2029(a)
$— $— 
Term Loan due February 13, 2027
425,000 425,000 
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15
450,000 450,000 
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1
500,000 500,000 
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15
350,000 350,000 
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1
500,000 500,000 
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1
500,000 500,000 
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15
575,000 575,000 
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15
575,000 575,000 
Total debt3,875,000 3,875,000 
Less: Unamortized original issue discount
3,023 3,479 
Less: Unamortized debt issuance costs26,406 29,279 
Total long-term debt, net$3,845,571 $3,842,242 
______________________
(a)Subject to springing maturity, described below.
The following table presents details of the exchangeable features:
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a)
Approximate Equivalent Exchange Price per Share(a)
Exchangeable Date
2026 Exchangeable Notes11.4259$87.52 March 15, 2026
2030 Exchangeable Notes11.8739$84.22 October 15, 2029
______________________
(a)Subject to adjustment upon the occurrence of specified events.
Schedule of Exchangeable Notes Hedges and Warrants
The following table sets forth the components of the outstanding Exchangeable Notes as of June 30, 2024 and December 31, 2023:
June 30, 2024December 31, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Principal$575,000 $575,000 $575,000 $575,000 
Less: Unamortized debt issuance costs3,180 6,114 3,976 6,630 
Net carrying value included in long-term debt, net$571,820 $568,886 $571,024 $568,370 
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at June 30, 2024:
Number of Shares(a)
Approximate Equivalent Exchange Price per Share(a)
(Shares in millions)
2026 Exchangeable Notes Hedge6.6$87.52 
2030 Exchangeable Notes Hedge6.8$84.22 
Number of Shares(a)
Weighted Average Strike Price per Share(a)
(Shares in millions)
2026 Exchangeable Notes Warrants6.6$134.76 
2030 Exchangeable Notes Warrants6.8$134.82 
______________________
(a)Subject to adjustment upon the occurrence of specified events.
Schedule of Interest Expense, Exchangeable Notes
The following table sets forth interest expense recognized related to the Exchangeable Notes:
Three Months Ended June 30, 2024Three Months Ended June 30, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Contractual interest expense$1,258 $2,875 $1,258 $2,875 
Amortization of debt issuance costs398 258 395 254 
Total interest expense recognized$1,656 $3,133 $1,653 $3,129 
Six Months Ended June 30, 2024Six Months Ended June 30, 2023
2026 Exchangeable Notes2030 Exchangeable Notes2026 Exchangeable Notes2030 Exchangeable Notes
(In thousands)
Contractual interest expense$2,516 $5,750 $2,516 $5,750 
Amortization of debt issuance costs796 516 786 504 
Total interest expense recognized$3,312 $6,266 $3,302 $6,254 
v3.24.2.u1
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
The following table presents the components of accumulated other comprehensive loss. For the three and six months ended June 30, 2024 and 2023, the Company’s accumulated other comprehensive loss relates to foreign currency translation adjustments.
Three Months Ended June 30,
20242023
 (In thousands)
Balance at April 1$(454,933)$(403,623)
Other comprehensive loss before reclassifications(34,064)(15,170)
Amounts reclassified into earnings— 
Net period other comprehensive loss(34,060)(15,170)
Balance at June 30$(488,993)$(418,793)
Six Months Ended June 30,
20242023
(In thousands)
Balance at January 1$(385,471)$(369,182)
Other comprehensive loss
(103,526)(49,611)
Amounts reclassified into earnings— 
Net period other comprehensive loss
(103,522)(49,611)
Balance at June 30$(488,993)$(418,793)
v3.24.2.u1
EARNINGS PER SHARE (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Earnings per Share
The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:
Three Months Ended June 30,
2024
2023
BasicDilutedBasicDiluted
(In thousands, except per share data)
Numerator
Net earnings
$133,320 $133,320 $137,345 $137,345 
Net earnings attributable to noncontrolling interests
(6)(6)— — 
Impact from subsidiaries’ dilutive securities
— (5)— (34)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— 3,171 — 3,179 
Net earnings attributable to Match Group, Inc. shareholders
$133,314 $136,480 $137,345 $140,490 
Denominator
Weighted average basic shares outstanding264,397 264,397 278,133 278,133 
Dilutive securities(b)(c)
— 4,088 — 3,472 
Dilutive shares from Exchangeable Notes, if-converted(a)
— 13,397 — 13,397 
Denominator for earnings per share—weighted average shares(b)(c)
264,397 281,882 278,133 295,002 
Earnings per share:
Earnings per share attributable to Match Group, Inc. shareholders$0.50 $0.48 $0.49 $0.48 
Six Months Ended June 30,
20242023
BasicDilutedBasicDiluted
(In thousands, except per share data)
Numerator
Net earnings
$256,554 $256,554 $258,036 $258,036 
Net (earnings) loss attributable to noncontrolling interests(42)(42)118 118 
Impact from subsidiaries’ dilutive securities
— (13)— (64)
Interest on dilutive Exchangeable Notes, net of income tax(a)
— 6,342 — 6,357 
Net earnings attributable to Match Group, Inc. shareholders
$256,512 $262,841 $258,154 $264,447 
Denominator
Weighted average basic shares outstanding266,270 266,270 278,693 278,693 
Dilutive securities(b)(c)
— 4,380 — 3,733 
Dilutive shares from Exchangeable Notes, if-converted(a)
— 13,397 — 13,397 
Denominator for earnings per share—weighted average shares(b)(c)
266,270 284,047 278,693 295,823 
Earnings per share:
Earnings per share attributable to Match Group, Inc. shareholders$0.96 $0.93 $0.93 $0.89 
______________________
(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For both the three and six months ended June 30, 2024 and 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.
(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 three and six months ended June 30, 2024, 21.7 million and 18.4 million potentially dilutive securities, respectively, and for the three and six months ended June 30, 2023, 20.6 million and 17.2 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 restricted 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 both the three and six months ended June 30, 2024 and 2023, 3.2 million and 3.5 million shares, respectively, underlying market-based awards and PSUs, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
v3.24.2.u1
CONSOLIDATED FINANCIAL STATEMENT DETAILS (Tables)
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Cash and Cash Equivalents
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
June 30, 2024December 31, 2023June 30, 2023December 31, 2022
(In thousands)
Cash and cash equivalents$837,792 $862,440 $732,567 $572,395 
Restricted cash included in other current assets
— — 123 121 
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows
$837,792 $862,440 $732,690 $572,516 
Schedule of Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
June 30, 2024December 31, 2023June 30, 2023December 31, 2022
(In thousands)
Cash and cash equivalents$837,792 $862,440 $732,567 $572,395 
Restricted cash included in other current assets
— — 123 121 
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows
$837,792 $862,440 $732,690 $572,516 
v3.24.2.u1
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
6 Months Ended
Jun. 30, 2024
segment
language
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of languages where products are available (more than) | language 40
Number of operating segments | segment 1
v3.24.2.u1
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Deferred revenue $ 187,076,000 $ 211,282,000
Deferred revenue recognized 196,500,000  
Noncurrent deferred revenue $ 0 $ 0
v3.24.2.u1
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue [Line Items]        
Revenue $ 864,066 $ 829,552 $ 1,723,713 $ 1,616,676
Direct Revenue:        
Disaggregation of Revenue [Line Items]        
Revenue 848,133 816,136 1,693,432 1,590,574
Direct Revenue: | Tinder        
Disaggregation of Revenue [Line Items]        
Revenue 479,945 474,746 961,432 915,892
Direct Revenue: | Hinge        
Disaggregation of Revenue [Line Items]        
Revenue 133,569 90,331 257,322 173,084
Direct Revenue: | Match Group Asia        
Disaggregation of Revenue [Line Items]        
Revenue 73,684 76,605 145,143 152,266
Direct Revenue: | Evergreen & Emerging        
Disaggregation of Revenue [Line Items]        
Revenue 160,935 174,454 329,535 349,332
Indirect Revenue (principally advertising revenue)        
Disaggregation of Revenue [Line Items]        
Revenue 15,933 13,416 30,281 26,102
Americas | Direct Revenue:        
Disaggregation of Revenue [Line Items]        
Revenue 450,546 429,946 900,793 835,873
Europe | Direct Revenue:        
Disaggregation of Revenue [Line Items]        
Revenue 240,193 227,718 479,552 440,234
APAC and Other | Direct Revenue:        
Disaggregation of Revenue [Line Items]        
Revenue $ 157,394 $ 158,472 $ 313,087 $ 314,467
v3.24.2.u1
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Income Tax Disclosure [Abstract]          
Income tax provision (benefit) $ 41,693 $ 41,141 $ 72,318 $ 82,780  
Unrecognized tax benefits including interest and penalties 41,700   41,700   $ 45,800
Unrecognized tax benefits that would reduce income tax expense 38,700   38,700   41,000
Decrease in unrecognized tax benefits is reasonably possible 1,100   1,100    
Noncurrent income taxes payable, accrued interest and penalties $ 900   $ 900   $ 900
v3.24.2.u1
FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Fair Value Disclosures [Abstract]      
Carrying value of investments in equity securities without readily determinable fair value $ 19,300,000   $ 14,300,000
Gross unrealized losses of downward adjustments to the carrying value of equity securities without readily determinable fair values 2,100,000    
Impairment charge on equity securities without readily determinable fair value $ 0 $ 0  
v3.24.2.u1
FINANCIAL INSTRUMENTS - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Short-term investments:    
Short-term investments $ 5,812 $ 6,200
Total assets 336,876 206,859
Time deposits    
Short-term investments:    
Short-term investments 5,812 6,200
Quoted Market Prices in Active Markets for Identical Assets (Level 1)    
Short-term investments:    
Total assets 200,064 125,659
Quoted Market Prices in Active Markets for Identical Assets (Level 1) | Time deposits    
Short-term investments:    
Short-term investments 0 0
Significant Other Observable Inputs (Level 2)    
Short-term investments:    
Total assets 136,812 81,200
Significant Other Observable Inputs (Level 2) | Time deposits    
Short-term investments:    
Short-term investments 5,812 6,200
Money market funds    
Cash equivalents:    
Cash equivalents 200,064 125,659
Money market funds | Quoted Market Prices in Active Markets for Identical Assets (Level 1)    
Cash equivalents:    
Cash equivalents 200,064 125,659
Money market funds | Significant Other Observable Inputs (Level 2)    
Cash equivalents:    
Cash equivalents 0 0
Time deposits    
Cash equivalents:    
Cash equivalents 131,000 75,000
Time deposits | Quoted Market Prices in Active Markets for Identical Assets (Level 1)    
Cash equivalents:    
Cash equivalents 0 0
Time deposits | Significant Other Observable Inputs (Level 2)    
Cash equivalents:    
Cash equivalents $ 131,000 $ 75,000
v3.24.2.u1
FINANCIAL INSTRUMENTS - Schedule of Carrying Value and Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
2026 Exchangeable Notes | Senior Notes    
Balance Sheet Grouping, Financial Statement Captions    
Long-term debt, net $ (571,820) $ (571,024)
2030 Exchangeable Notes | Senior Notes    
Balance Sheet Grouping, Financial Statement Captions    
Long-term debt, net (568,886) (568,370)
Carrying Value    
Balance Sheet Grouping, Financial Statement Captions    
Long-term debt, net (3,845,571) (3,842,242)
Unamortized original issue discount and debt issuance costs 29,400 32,800
Fair Value    
Balance Sheet Grouping, Financial Statement Captions    
Long-term debt, net (3,518,607) (3,586,177)
Fair Value | 2026 Exchangeable Notes | Senior Notes    
Balance Sheet Grouping, Financial Statement Captions    
Long-term debt fair value 520,600 517,200
Fair Value | 2030 Exchangeable Notes | Senior Notes    
Balance Sheet Grouping, Financial Statement Captions    
Long-term debt fair value $ 474,500 $ 500,300
v3.24.2.u1
LONG-TERM DEBT, NET - Schedule of Long Term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total debt $ 3,875,000 $ 3,875,000
Less: Unamortized original issue discount 3,023 3,479
Less: Unamortized debt issuance costs 26,406 29,279
Total long-term debt, net 3,845,571 3,842,242
Credit Facility | Credit Facility due March 20, 2029    
Debt Instrument [Line Items]    
Total debt 0 0
Term Loan | Term Loan due February 13, 2027    
Debt Instrument [Line Items]    
Total debt 425,000 425,000
Total long-term debt, net 425,000 425,000
Senior Notes | 5.00% Senior Notes    
Debt Instrument [Line Items]    
Total debt $ 450,000 450,000
Stated interest rate (as a percent) 5.00%  
Senior Notes | 4.625% Senior Notes    
Debt Instrument [Line Items]    
Total debt $ 500,000 500,000
Stated interest rate (as a percent) 4.625%  
Senior Notes | 5.625% Senior Notes    
Debt Instrument [Line Items]    
Total debt $ 350,000 350,000
Stated interest rate (as a percent) 5.625%  
Senior Notes | 4.125% Senior Notes    
Debt Instrument [Line Items]    
Total debt $ 500,000 500,000
Stated interest rate (as a percent) 4.125%  
Senior Notes | 3.625% Senior Notes    
Debt Instrument [Line Items]    
Total debt $ 500,000 500,000
Stated interest rate (as a percent) 3.625%  
Senior Notes | 2026 Exchangeable Notes    
Debt Instrument [Line Items]    
Total debt $ 575,000 575,000
Less: Unamortized original issue discount $ 3,180 3,976
Stated interest rate (as a percent) 0.875%  
Senior Notes | 2030 Exchangeable Notes    
Debt Instrument [Line Items]    
Total debt $ 575,000 575,000
Less: Unamortized original issue discount $ 6,114 $ 6,630
Stated interest rate (as a percent) 2.00%  
v3.24.2.u1
LONG-TERM DEBT, NET - Narrative (Details)
6 Months Ended
Mar. 20, 2024
USD ($)
Jun. 30, 2024
USD ($)
trading_day
Mar. 19, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2019
USD ($)
Debt Instrument [Line Items]          
Total long-term debt, net   $ 3,845,571,000   $ 3,842,242,000  
Senior Notes          
Debt Instrument [Line Items]          
Threshold trading days (in days) | trading_day   20      
Threshold consecutive trading days (in days) | trading_day   30      
Exchange price on applicable trading day (as a percent)   130.00%      
Period of trading days of reported sale price of common stock (in days)   5 days      
Period of consecutive trading days of reported sale price of common stock (in days)   5 days      
Proportion of product of last reported price (as a percent)   98.00%      
Senior Notes | Maximum          
Debt Instrument [Line Items]          
Maximum leverage ratio   5.0      
Credit Facility due March 20, 2029          
Debt Instrument [Line Items]          
Debt instrument maturity term 91 days        
Credit Facility due March 20, 2029 | Letter of Credit          
Debt Instrument [Line Items]          
Outstanding borrowings under the credit facility   $ 400,000   400,000  
Credit Facility due March 20, 2029 | Credit Facility          
Debt Instrument [Line Items]          
Maximum borrowing capacity on credit facility $ 500,000,000 500,000,000 $ 750,000,000 750,000,000  
Debt instrument maturity term 91 days        
Debt maturity terms, threshold aggregated principal amount of other indebtedness $ 250,000,000        
Outstanding borrowings under the credit facility   0   0  
Remaining borrowing capacity under the credit facility   $ 499,600,000   749,600,000  
Annual commitment fee (as a percent)   0.25%      
Credit Facility due March 20, 2029 | Credit Facility | Maximum          
Debt Instrument [Line Items]          
Maximum leverage ratio   5.0      
Term Loan due February 13, 2027 | Term Loan          
Debt Instrument [Line Items]          
Total long-term debt, net   $ 425,000,000   $ 425,000,000  
Basis spread on variable rate (as a percent)   1.75%      
Effective interest rate (as a percent)   7.24%   7.27%  
Credit Facility and Term Loan          
Debt Instrument [Line Items]          
Maximum leverage ratio   4.25      
5.00% Senior Notes | Senior Notes          
Debt Instrument [Line Items]          
Stated interest rate (as a percent)   5.00%      
4.625% Senior Notes | Senior Notes          
Debt Instrument [Line Items]          
Stated interest rate (as a percent)   4.625%      
5.625% Senior Notes | Senior Notes          
Debt Instrument [Line Items]          
Stated interest rate (as a percent)   5.625%      
4.125% Senior Notes | Senior Notes          
Debt Instrument [Line Items]          
Stated interest rate (as a percent)   4.125%      
3.625% Senior Notes | Senior Notes          
Debt Instrument [Line Items]          
Stated interest rate (as a percent)   3.625%      
2026 Exchangeable Notes | Senior Notes          
Debt Instrument [Line Items]          
Effective interest rate (as a percent)   1.20%      
Stated interest rate (as a percent)   0.875%      
Principal amount of long-term debt         $ 575,000,000
2030 Exchangeable Notes | Senior Notes          
Debt Instrument [Line Items]          
Effective interest rate (as a percent)   2.20%      
Stated interest rate (as a percent)   2.00%      
Principal amount of long-term debt         $ 575,000,000
Exchangeable Notes | Senior Notes | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc.          
Debt Instrument [Line Items]          
Threshold trading days (in days) | trading_day   20      
Threshold consecutive trading days (in days) | trading_day   30      
Exchange price on applicable trading day (as a percent)   130.00%      
Redemption price (as a percent)   100.00%      
Exchangeable Notes | Senior Notes | Maximum | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc.          
Debt Instrument [Line Items]          
Threshold trading date proceeding date of notice of redemption (in days) | trading_day   5      
Exchangeable Notes | Senior Notes | Minimum | Match Group FinanceCo 2, Inc. & Match Group FinanceCo 3, Inc.          
Debt Instrument [Line Items]          
Threshold trading date proceeding date of notice of redemption (in days) | trading_day   1      
v3.24.2.u1
LONG-TERM DEBT, NET - Details of Exchangeable Notes (Details) - Senior Notes
6 Months Ended
Jun. 30, 2024
$ / shares
shares
2026 Exchangeable Notes  
Debt Instrument [Line Items]  
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares 11.4259
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares $ 87.52
2030 Exchangeable Notes  
Debt Instrument [Line Items]  
Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable (shares) | shares 11.8739
Approximate Equivalent Exchange Price per Share (USD per share) | $ / shares $ 84.22
v3.24.2.u1
LONG-TERM DEBT, NET - Components of Exchangeable Notes (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Principal $ 3,875,000 $ 3,875,000
Less: Unamortized debt issuance costs 3,023 3,479
2026 Exchangeable Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal 575,000 575,000
Less: Unamortized debt issuance costs 3,180 3,976
Net carrying value included in long-term debt, net 571,820 571,024
2030 Exchangeable Notes | Senior Notes    
Debt Instrument [Line Items]    
Principal 575,000 575,000
Less: Unamortized debt issuance costs 6,114 6,630
Net carrying value included in long-term debt, net $ 568,886 $ 568,370
v3.24.2.u1
LONG-TERM DEBT, NET - Schedule of Interest Expense, Exchangeable Notes (Details) - Senior Notes - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
2026 Exchangeable Notes        
Debt Instrument [Line Items]        
Contractual interest expense $ 1,258 $ 1,258 $ 2,516 $ 2,516
Amortization of debt issuance costs 398 395 796 786
Total interest expense recognized 1,656 1,653 3,312 3,302
2030 Exchangeable Notes        
Debt Instrument [Line Items]        
Contractual interest expense 2,875 2,875 5,750 5,750
Amortization of debt issuance costs 258 254 516 504
Total interest expense recognized $ 3,133 $ 3,129 $ 6,266 $ 6,254
v3.24.2.u1
LONG-TERM DEBT, NET - Schedule of Details of Exchangeable Notes Hedges and Warrants (Details) - Senior Notes
shares in Millions
Jun. 30, 2024
$ / shares
shares
2026 Exchangeable Notes | Exchangeable Notes Hedge  
Debt Instrument [Line Items]  
Number of shares (shares) | shares 6.6
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares $ 87.52
2026 Exchangeable Notes | Exchangeable Notes Warrant  
Debt Instrument [Line Items]  
Number of shares (shares) | shares 6.6
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares $ 134.76
2030 Exchangeable Notes | Exchangeable Notes Hedge  
Debt Instrument [Line Items]  
Number of shares (shares) | shares 6.8
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares $ 84.22
2030 Exchangeable Notes | Exchangeable Notes Warrant  
Debt Instrument [Line Items]  
Number of shares (shares) | shares 6.8
Equivalent exchange price per share / strike price per share (USD per share) | $ / shares $ 134.82
v3.24.2.u1
ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Accumulated Other Comprehensive Loss        
Balance at beginning of period $ (107,672) $ (334,518) $ (19,073) $ (358,881)
Total other comprehensive loss (34,067) (15,170) (103,565) (49,614)
Balance at end of period (130,112) (177,516) (130,112) (177,516)
Accumulated Other Comprehensive Loss        
Accumulated Other Comprehensive Loss        
Balance at beginning of period (454,933) (403,623) (385,471) (369,182)
Other comprehensive loss before reclassifications (34,064) (15,170) (103,526) (49,611)
Amounts reclassified into earnings 4 0 4 0
Total other comprehensive loss (34,060) (15,170) (103,522) (49,611)
Balance at end of period $ (488,993) $ (418,793) $ (488,993) $ (418,793)
v3.24.2.u1
ACCUMULATED OTHER COMPREHENSIVE LOSS - Narrative (Details) - USD ($)
Jun. 30, 2024
Jun. 30, 2023
Equity [Abstract]    
Tax benefit / provision on accumulated other comprehensive loss $ 0 $ 0
v3.24.2.u1
EARNINGS PER SHARE - Summary of Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator: Basic        
Net earnings $ 133,320 $ 137,345 $ 256,554 $ 258,036
Net (earnings) loss attributable to noncontrolling interests (6) 0 (42) 118
Net earnings attributable to Match Group, Inc. shareholders 133,314 137,345 256,512 258,154
Numerator: Diluted        
Net earnings 133,320 137,345 256,554 258,036
Net (earnings) loss attributable to noncontrolling interests (6) 0 (42) 118
Impact from subsidiaries’ dilutive securities (5) (34) (13) (64)
Interest on dilutive Exchangeable Notes, net of income tax 3,171 3,179 6,342 6,357
Net earnings attributable to Match Group, Inc. shareholders $ 136,480 $ 140,490 $ 262,841 $ 264,447
Denominator: Basic        
Weighted average basic shares outstanding (shares) 264,397 278,133 266,270 278,693
Denominator: Diluted        
Weighted average basic shares outstanding (shares) 264,397 278,133 266,270 278,693
Dilutive securities (shares) 4,088 3,472 4,380 3,733
Dilutive shares from Exchangeable Senior Notes, if-converted (shares) 13,397 13,397 13,397 13,397
Denominator for earnings per share - weighted average shares, dilutive (shares) 281,882 295,002 284,047 295,823
Earnings per share:        
Earnings per share attributable to Match Group, Inc. shareholders - basic (USD per share) $ 0.50 $ 0.49 $ 0.96 $ 0.93
Earnings per share attributable to Match Group, Inc. shareholders - diluted (USD per share) $ 0.48 $ 0.48 $ 0.93 $ 0.89
Stock Options, Warrants and RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) 21,700 20,600 18,400 17,200
Market-Based Awards and PSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from the calculation of diluted earnings per share (shares) 3,200 3,500 3,200 3,500
v3.24.2.u1
CONSOLIDATED FINANCIAL STATEMENT DETAILS - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Cash and cash equivalents $ 837,792 $ 862,440 $ 732,567 $ 572,395
Restricted cash included in other current assets 0 0 123 121
Total cash, cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 837,792 $ 862,440 $ 732,690 $ 572,516
v3.24.2.u1
CONTINGENCIES (Details)
Jun. 30, 2024
USD ($)
lawsuit
Jan. 08, 2024
USD ($)
Other Commitments [Line Items]    
Loss contingency reserve $ 0  
Number of lawsuits with possible material impact (one or more) | lawsuit 1  
Legal Case With Irish Data Protection Commission | Minimum    
Other Commitments [Line Items]    
Loss contingency, estimate of possible loss   $ 0
Legal Case With Irish Data Protection Commission | Maximum    
Other Commitments [Line Items]    
Loss contingency, estimate of possible loss   $ 60,000,000

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