EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2020

NOTE 10—EARNINGS PER SHARE

As a result of the Separation, weighted average basic and dilutive shares outstanding for all periods prior to the Separation reflect the share position of Former IAC multiplied by the Separation exchange ratio of 2.1584. The following table sets forth the computation of the basic and diluted earnings per share attributable to Match Group shareholders:


	Years Ended December 31,
	2020				2019				2018
	Basic		Diluted		Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	553,911	$	553,911	$	494,633	$	494,633	$	451,104	$	451,104
Net earnings attributable to noncontrolling interests	(59,599)		(59,599)		(103,401)		(103,401)		(85,187)		(85,187)
Impact from subsidiaries' dilutive securities of continuing operations(a)	—		(9,999)		—		(25,997)		—		(24,783)
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	494,312	$	484,313	$	391,232	$	365,235	$	365,917	$	341,134

(Loss) earnings from discontinued operations, net of tax	$	(366,070)	$	(366,070)	$	49,187	$	49,187	$	306,643	$	306,643
Net loss (earnings) attributable to noncontrolling interests of discontinued operations	319		319		(9,288)		(9,288)		(45,599)		(45,599)
Impact from subsidiaries’ dilutive securities of discontinued operations(a)	—		(240)		—		(67)		—		(445)
Net (loss) earnings from discontinued operations attributable to shareholders	(365,751)		(365,991)		39,899		39,832		261,044		260,599
Net earnings attributable to Match Group, Inc. shareholders	$	128,561	$	118,322	$	431,131	$	405,067	$	626,961	$	601,733

Denominator
Weighted average basic shares outstanding	223,433		223,433		181,869		181,869		180,025		180,025
Dilutive securities(a)(b)(c)(d)	—		19,031		—		12,480		—		17,085
Denominator for earnings per share—weighted average shares(a)(b)(c)(d)	223,433		242,464		181,869		194,349		180,025		197,110

Earnings (loss) per share:
Earnings per share from continuing operations	$	2.21	$	2.00	$	2.15	$	1.88	$	2.03	$	1.73
(Loss) earnings per share from discontinued operations, net of tax	$	(1.64)	$	(1.51)	$	0.22	$	0.20	$	1.45	$	1.32
Earnings per share attributable to Match Group, Inc. shareholders	$	0.58	$	0.49	$	2.37	$	2.08	$	3.48	$	3.05

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

(b)If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity; exchange of the Company’s Exchangeable Notes; and vesting of restricted stock units. For the years ended December 31, 2020, 2019, and 2018, 13.4 million, 24.1 million and 7.5 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(c)Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2020, 2019, and 2018, 0.4 million, 0.4 million, and 0.2 million market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.

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

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