INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 3—INCOME TAXES

U.S. and foreign earnings (loss) from continuing operations before income taxes are as follows:

	Years Ended December 31,
	2023		2022		2021
	(In thousands)
U.S.	$	708,333	$	651,406	$	184,835
Foreign	68,448		(273,915)		71,313
Total	$	776,781	$	377,491	$	256,148

The components of the provision (benefit) for income taxes are as follows:

	Years Ended December 31,
	2023		2022		2021
	(In thousands)
Current income tax provision:
Federal	$	54,523	$	5,703	$	15
State	16,136		4,069		3,192
Foreign	28,038		35,542		34,865
Current income tax provision	98,697		45,314		38,072
Deferred income tax provision (benefit):
Federal	33,267		76,185		(32,723)
State	(669)		6,076		(18,627)
Foreign	(5,986)		(112,214)		(6,619)
Deferred income tax provision (benefit)	26,612		(29,953)		(57,969)
Income tax provision (benefit)	$	125,309	$	15,361	$	(19,897)

On December 15, 2022, the European Union (“EU”) Member State formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% as established by the Organization for Economic Cooperation and Development Pillar Two Framework (“OECD Pillar Two Framework”). The EU effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the

future. The Company is continuing to evaluate the potential impact on future periods of the OECD Pillar Two Framework.

The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below. The valuation allowance is primarily related to deferred tax assets for foreign net operating losses.

	December 31,
	2023		2022
	(In thousands)
Deferred tax assets:
Net operating loss carryforwards	$	177,740	$	60,143
Tax credit carryforwards	89,737		137,481
Disallowed interest carryforwards	31,531		64,463
Capitalized research expenses	89,979		49,113
Stock-based compensation	27,448		20,653
Accrued expenses	21,382		17,871
Exchangeable notes	36,891		44,585
Other	34,822		25,340
Total deferred tax assets	509,530		419,649
Less valuation allowance	(159,675)		(71,132)
Net deferred tax assets	349,855		348,517
Deferred tax liabilities:
Intangible assets	(65,349)		(76,169)
Right-of-use assets	(22,657)		(16,125)
Property and equipment	(22,738)		(11,239)
Other	(5,610)		(668)
Total deferred tax liabilities	(116,354)		(104,201)
Net deferred tax assets	$	233,501	$	244,316

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when the taxes are paid or recovered. Pursuant to the Tax Cuts and Jobs Act of 2017, beginning in 2022, the Company is required to capitalize and amortize research expenses for income tax purposes.

At December 31, 2023, the Company has federal and state net operating losses (“NOLs”) of $8.3 million and $125.1 million, respectively. If not utilized, $2.0 million of the federal NOLs can be carried forward indefinitely, and $6.3 million will expire at various times between 2033 and 2037. Of the state NOLs, $2.0 million can be carried forward indefinitely and $123.1 million will expire at various times between 2024 and 2042. Federal and state NOLs of $2.0 million and $113.3 million, respectively, can be used against future taxable income without restriction and the remaining NOLs are subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law. At December 31, 2023, the Company has foreign NOLs of $681.5 million available to offset future income. Of these foreign NOLs, $133.3 million can be carried forward indefinitely and $548.2 million will expire at various times between 2024 and 2043. Foreign NOLs of $560.7 million can be used against future taxable income without restriction and the remaining NOLs are subject to limitation under each respective taxing jurisdiction’s law. During 2023, the Company recognized tax benefits related to NOLs of $4.8 million. At December 31, 2023, the Company has federal and foreign disallowed interest carryforwards of $97.7 million and $37.6 million, respectively, that can be carried forward indefinitely and can be used against future taxable income.

At December 31, 2023, the Company has tax credit carryforwards of $106.2 million. Of this amount, $59.6 million relates to federal, state, and foreign tax credits for research activities, of which $6.5 million will expire at various times between 2030 and 2043. Our credit carryforwards also include $41.5 million of domestic foreign tax credits, which will expire at various times between 2024 and 2033. The Company has $2.7 million of foreign tax credits in the United Kingdom that may be carried forward indefinitely. Additionally, the Company has $2.4 million of other credits, primarily consisting of foreign employment tax credits which expire at various times between 2030 and 2032.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence, including, to the extent applicable, the nature, frequency, and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience.

During the year ended December 31, 2023, we recorded an $88.5 million net increase to the valuation allowance, which included an increase of $127.5 million primarily related to foreign losses and other attributes and a decrease of $39.0 million primarily related to U.S. foreign tax credits and state NOLs. At December 31, 2023, the Company had a valuation allowance of $159.7 million related to the portion of NOLs, credits, and other deferred tax assets for which it is more likely than not that the tax benefit will not be realized.

A reconciliation of the income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows:

	Years Ended December 31,
	2023		2022		2021
	(In thousands)
Income tax provision at the federal statutory rate of 21%	$	163,124	$	79,273	$	53,791
State income taxes, net of effect of federal tax benefit	17,345		16,953		4,530
Stock-based compensation	30,614		(30,440)		(63,751)
Research credits	(10,373)		(12,611)		(25,830)
Foreign-derived intangible income deduction	(40,296)		(12,646)		—
Change in valuation allowance	(39,015)		(22,621)		8,523
Foreign income taxed at a different statutory rate	6,680		(4,104)		5,808
Withholding taxes	891		8,922		1,057
Change in uncertain tax positions	(5,804)		(10,694)		(948)
Other, net	2,143		3,329		(3,077)
Income tax provision (benefit)	$	125,309	$	15,361	$	(19,897)

The 2023 income tax provision benefited primarily from (i) the release of a valuation allowance associated with U.S. foreign tax credits that we now expect to utilize, (ii) a lower tax rate on U.S. income derived from foreign sources, and (iii) the generation of federal and state research credits. These benefits were partially offset by state income taxes and nondeductible stock-based compensation.

The 2022 income tax provision benefited primarily from (i) excess tax benefits generated by the exercise and vesting of stock-based awards, (ii) the release of a valuation allowance on certain foreign deferred tax assets that we now expect to utilize, (iii) favorable outcomes of tax audits, and (iv) a lower tax rate on U.S. income derived from foreign sources. The benefits were partially offset by higher state income taxes due to higher taxable income in the U.S. The 2021 income tax provision benefited primarily from (i) excess tax benefits generated by the exercise and vesting of stock-based awards and (ii) research credits.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, including penalties but excluding interest, is as follows:

	December 31,
	2023		2022		2021
	(In thousands)
Balance at January 1	$	43,340	$	50,830	$	45,624
Additions based on tax positions related to the current year	7,397		5,781		8,107
Additions for tax positions of prior years	4,532		1,938		1,353
Reductions for tax positions of prior years	(615)		(12,287)		(1,028)
Settlements	(852)		(2,139)		(2,348)
Expiration of applicable statute of limitations	(8,755)		(783)		(878)
Balance at December 31	$	45,047	$	43,340	$	50,830

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Our income tax provision for each of the years ended December 31, 2023, 2022, and 2021, includes a decrease of interest and penalties of $0.3 million, respectively. At December 31, 2023 and 2022, noncurrent income taxes payable include accrued interest and penalties of $0.9 million and $1.2 million, respectively.

Match Group is routinely under audit by federal, state, local, and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has substantially completed its audit of the Company’s federal income tax returns for years through December 31, 2019, and the statute of limitations for years 2013 through 2019 has expired as of December 31, 2023. 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 December 31, 2023 and 2022, unrecognized tax benefits, including interest, were $45.8 million and $44.2 million, respectively. If unrecognized tax benefits at December 31, 2023 are subsequently recognized, $41.0 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2022 was $31.3 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $13.8 million by December 31, 2024, primarily due to settlements and expirations of statutes of limitations.

Generally, our ability to distribute the $215.3 million cash and cash equivalents held by our foreign subsidiaries at December 31, 2023 is limited to that subsidiary’s distributable reserves and after considering other corporate legal restrictions. The remaining excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries is indefinitely reinvested, and the determination of any deferred tax liability on this amount is not practicable.