EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2022

NOTE 7—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 September 30,
	2022				2021
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	128,266	$	128,266	$	130,901	$	130,901
Net loss attributable to noncontrolling interests	430		430		309		309
Impact from subsidiaries’ dilutive securities of continuing operations	—		(42)		—		(51)
Interest on dilutive Exchangeable Notes, net of income tax(a)	—		3,206		—		4,075






Net earnings attributable to Match Group, Inc. shareholders	$	128,696	$	131,860	$	131,210	$	135,234

Denominator
Weighted average basic shares outstanding	281,314		281,314		276,955		276,955
Dilutive securities(b)(c)	—		4,276		—		14,834
Dilutive shares from Exchangeable Notes, if-converted(a)	—		14,404		—		25,162
Denominator for earnings per share—weighted average shares(b)(c)	281,314		299,994		276,955		316,951

Earnings per share:


Earnings per share attributable to Match Group, Inc. shareholders	$	0.46	$	0.44	$	0.47	$	0.43


	Nine Months Ended September 30,
	2022				2021
	Basic		Diluted		Basic		Diluted

	(In thousands, except per share data)
Numerator
Net earnings from continuing operations	$	276,508	$	276,508	$	444,769	$	444,769
Net loss attributable to noncontrolling interests	863		863		1,077		1,077
Impact from subsidiaries’ dilutive securities of continuing operations	—		(196)		—		(907)
Interest on dilutive Exchangeable Notes, net of income tax(a)	—		3,201		—		12,225
Net earnings from continuing operations attributable to Match Group, Inc. shareholders	$	277,371	$	280,376	$	445,846	$	457,164

Earnings from discontinued operations, net of tax	$	—	$	—	$	509	$	509


Net earnings from discontinued operations attributable to shareholders	—		—		509		509
Net earnings attributable to Match Group, Inc. shareholders	$	277,371	$	280,376	$	446,355	$	457,673

Denominator
Weighted average basic shares outstanding	283,621		283,621		272,316		272,316
Dilutive securities(b)(c)	—		5,417		—		15,439
Dilutive shares from Exchangeable Notes, if-converted(a)	—		7,985		—		25,162
Denominator for earnings per share—weighted average shares(b)(c)	283,621		297,023		272,316		312,917

Earnings per share:
Earnings per share from continuing operations	$	0.98	$	0.94	$	1.64	$	1.46
Earnings per share from discontinued operations, net of tax	$	—	$	—	$	0.00	$	0.00
Earnings per share attributable to Match Group, Inc. shareholders	$	0.98	$	0.94	$	1.64	$	1.46

______________________

(a)The Company uses the if-converted method for calculating the dilutive impact of the outstanding Exchangeable Notes. For the three months ended September 30, 2022, the Company adjusted net earnings 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. For the nine months ended September 30, 2022, the Company adjusted net earnings from continuing operations attributable to Match Group, Inc. shareholders for the cash interest expense, net of income taxes, incurred on the 2022 and 2026 Exchangeable Notes and dilutive shares were included for the same set of notes. For the nine months ended September 30, 2022, the 2030 Exchangeable Notes were not more dilutive under the if-converted method and therefore the weighted average 6.8 million shares related to the 2030 Exchangeable Notes are excluded from dilutive securities. 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.

(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 nine months ended September 30, 2022, 3.4 million and 2.3 million potentially dilutive securities, respectively, and for both the three and nine months ended September 30, 2021, 1.3 million potentially dilutive securities, 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 nine months ended September 30, 2022, 1.6 million shares underlying market-based awards and PSUs, and for both the three and nine months ended September 30, 2021, 0.6 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.