EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2021

NOTE 7—EARNINGS PER SHARE

As a result of the Separation on June 30, 2020, 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:


	Three Months Ended March 31,
	2021				2020
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	173,848	$	173,848	$	157,534	$	157,534
Net loss (earnings) attributable to noncontrolling interests	402		402		(30,769)		(30,769)
Impact from subsidiaries’ dilutive securities of continuing operations(a)	—		(467)		—		(5,480)
Interest on dilutive Exchangeable Senior Notes, net of income tax(b)	—		4,075		—		4,070
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	174,250	$	177,858	$	126,765	$	125,355

Loss from discontinued operations, net of tax	$	—	$	—	$	(331,967)	$	(331,967)
Net loss attributable to noncontrolling interests of discontinued operations	—		—		2,372		2,372

Net loss from discontinued operations attributable to shareholders	—		—		(329,595)		(329,595)
Net earnings (loss) attributable to Match Group, Inc. shareholders	$	174,250	$	177,858	$	(202,830)	$	(204,240)

Denominator
Weighted average basic shares outstanding	268,649		268,649		183,117		183,117
Dilutive securities(a)(c)(d)	—		16,774		—		5,842
Dilutive shares from Exchangeable Senior Notes, if-converted(b)	—		25,162		—		15,699
Denominator for earnings per share—weighted average shares(a)(b)(c)(d)	268,649		310,585		183,117		204,658

Earnings per share:
Earnings per share from continuing operations	$	0.65	$	0.57	$	0.69	$	0.61
Loss per share from discontinued operations, net of tax	$	—	$	—	$	(1.80)	$	(1.61)
Earnings (loss) per share	$	0.65	$	0.57	$	(1.11)	$	(1.00)

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(a)Former IAC had the option to settle certain Former Match Group stock-based awards with Former IAC shares. For the three months ended March 31, 2020, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards.

(b)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Senior Notes. For the three months ended March 31, 2021, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable Senior Notes

and dilutive shares were included for the same set of notes at the Match Group exchange rates. For the three months ended March 31, 2020, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022, 2026, and 2030 Exchangeable Senior Notes and dilutive shares were included for the same set of notes at the Former IAC exchange rates multiplied by the Separation exchange ratio.

(c)If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants, and subsidiary denominated equity and vesting of restricted stock units. For the three months ended March 31, 2021 and 2020, 0.7 million and 15.7 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(d)Market-based awards and performance-based and 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 three months ended March 31, 2021 and 2020, 0.5 million and 0.2 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.