EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2021

NOTE 8—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 September 30,
	2021				2020
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	130,901	$	130,901	$	140,113	$	140,113
Net loss attributable to noncontrolling interests	309		309		586		586
Impact from subsidiaries’ dilutive securities from continuing operations	—		(51)		—		(395)
Interest on dilutive Exchangeable Notes, net of income tax(b)	—		4,075		—		4,070
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	131,210	$	135,234	$	140,699	$	144,374




Net earnings from discontinued operations attributable to shareholders	$	—	$	—	$	508	$	508
Net earnings attributable to Match Group, Inc. shareholders	$	131,210	$	135,234	$	141,207	$	144,882

Denominator
Weighted average basic shares outstanding	276,955		276,955		260,744		260,744
Dilutive securities(c)(d)	—		14,834		—		19,790
Dilutive shares from Exchangeable Notes, if-converted(b)	—		25,162		—		25,162
Denominator for earnings per share—weighted average shares(b)(c)(d)	276,955		316,951		260,744		305,696

Earnings per share:
Earnings per share from continuing operations	$	0.47	$	0.43	$	0.54	$	0.47
Earnings per share from discontinued operations, net of tax	$	—	$	—	$	0.00	$	0.00
Earnings per share attributable to Match Group, Inc. shareholders	$	0.47	$	0.43	$	0.54	$	0.47


	Nine Months Ended September 30,
	2021				2020
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	444,769	$	444,769	$	439,044	$	439,044
Net loss (earnings) attributable to noncontrolling interests	1,077		1,077		(59,999)		(59,999)
Impact from subsidiaries’ dilutive securities from continuing operations(a)	—		(907)		—		(9,823)
Interest on dilutive Exchangeable Notes, net of income tax(b)	—		12,225		—		12,209
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	445,846	$	457,164	$	379,045	$	381,431

Earnings (loss) from discontinued operations, net of tax	$	509	$	509	$	(366,070)	$	(366,070)
Net loss attributable to noncontrolling interests of discontinued operations	—		—		319		319
Impact from subsidiaries’ dilutive securities from discontinued operations(a)	—		—		—		(240)
Net earnings (loss) from discontinued operations attributable to shareholders	509		509		(365,751)		(365,991)
Net earnings attributable to Match Group, Inc. shareholders	$	446,355	$	457,673	$	13,294	$	15,440

Denominator
Weighted average basic shares outstanding	272,316		272,316		209,113		209,113
Dilutive securities(c)(d)	—		15,439		—		11,432
Dilutive shares from Exchangeable Notes, if-converted(b)	—		25,162		—		18,853
Denominator for earnings per share—weighted average shares(b)(c)(d)	272,316		312,917		209,113		239,398

Earnings per share:
Earnings per share from continuing operations	$	1.64	$	1.46	$	1.81	$	1.59
Earnings (loss) per share from discontinued operations, net of tax	$	0.00	$	0.00	$	(1.75)	$	(1.53)
Earnings per share attributable to Match Group, Inc. shareholders	$	1.64	$	1.46	$	0.06	$	0.06

______________________

(a)Former IAC had the option to settle certain Former Match Group and ANGI Homeservices (“ANGI”) stock-based awards with Former IAC shares. For the nine months ended September 30, 2020, it was more dilutive for Former Match Group to settle certain Former Match Group equity awards and ANGI to settle certain ANGI equity awards.

(b)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the three and nine months ended September 30, 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 Notes and dilutive shares were included for the same set of notes at the Match Group exchange rates. For the three and nine months ended September 30, 2020, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income

taxes, incurred on the 2022, 2026, and 2030 Exchangeable Notes and dilutive shares were included for the same set of notes at the 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 both the three and nine months ended September 30, 2021, 1.3 million potentially dilutive securities, and for both the three and nine months ended September 30, 2020, 13.4 million potentially dilutive securities, 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 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 nine months ended September 30, 2021, 0.6 million shares underlying market-based awards and PSUs, and for both the three and nine months ended September 30, 2020, 0.3 million shares 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.