Key Terms:

Operating and financial metrics:

•Americas includes North America, Central America, South America, and the Caribbean islands.

•Europe includes continental Europe, the British Isles, Iceland, Greenland, and Russia, but excludes Turkey (which is included in APAC and Other).

•APAC and Other includes Asia, Australia, the Pacific islands, the Middle East, and Africa.

•Direct Revenue is revenue that is received directly from end users of our services and includes both subscription and à la carte revenue.

•Indirect Revenue is revenue that is not received directly from an end user of our services, substantially all of which is advertising revenue.



•Payers are unique users at a brand level in a given month from whom we earned
Direct Revenue. When presented as a quarter-to-date or year-to-date value,
Payers represents the average of the monthly values for the respective period
presented. At a consolidated level, duplicate Payers may exist when we earn
revenue from the same individual at multiple brands in a given month, as we are
unable to identify unique individuals across brands in the Match Group
portfolio.

•Revenue Per Payer ("RPP") is the average monthly revenue earned from a Payer
and is Direct Revenue for a period divided by the Payers in the period, further
divided by the number of months in the period.

Operating costs and expenses:



•Cost of revenue - consists primarily of the amortization of in-app purchase
fees, compensation expense (including stock-based compensation expense) and
other employee-related costs for personnel engaged in data center and customer
care functions, credit card processing fees, hosting fees, live video costs, and
data center rent, energy and bandwidth costs. In-app purchase fees are monies
paid to Apple and Google in connection with the processing of in-app purchases
of subscriptions and service features through the in-app payment systems
provided by Apple and Google.

•Selling and marketing expense - consists primarily of advertising expenditures
and compensation expense (including stock-based compensation expense) and other
employee-related costs for personnel engaged in selling and marketing, and sales
support functions. Advertising expenditures include online marketing, including
fees paid to search engines and social media sites, offline marketing (which is
primarily television advertising), and payments to partners that direct traffic
to our brands.

•General and administrative expense - consists primarily of compensation expense
(including stock-based compensation expense) and other employee-related costs
for personnel engaged in executive management, finance, legal, tax, and human
resources, acquisition-related contingent consideration fair value adjustments
(if any), fees for professional services (including transaction-related costs
for acquisitions) and facilities costs.

•Product development expense - consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.

Long-term debt:



•Credit Facility - The revolving credit facility under the credit agreement of
MG Holdings II. As of both March 31, 2022 and December 31, 2021, there was
$0.4 million in outstanding letters of credit and $749.6 million of availability
under the Credit Facility.

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•Term Loan - The term loan facility under the credit agreement of MG Holdings
II. At December 31, 2021, the Term Loan bore interest at LIBOR plus 1.75% and
the then applicable rate was 1.91%. As of March 31, 2022, the applicable rate
was 2.22% and $425 million was outstanding.

•5.00% Senior Notes - MG Holdings II's 5.00% Senior Notes due December 15, 2027,
with interest payable each June 15 and December 15, which were issued on
December 4, 2017. As of March 31, 2022, $450 million aggregate principal amount
was outstanding.

•4.625% Senior Notes - MG Holdings II's 4.625% Senior Notes due June 1, 2028,
with interest payable each June 1 and December 1, which were issued on May 19,
2020. As of March 31, 2022, $500 million aggregate principal amount was
outstanding.

•5.625% Senior Notes - MG Holdings II's 5.625% Senior Notes due February 15,
2029, with interest payable each February 15 and August 15, which were issued on
February 15, 2019. As of March 31, 2022, $350 million aggregate principal amount
was outstanding.

•4.125% Senior Notes - MG Holdings II's 4.125% Senior Notes due August 1, 2030,
with interest payable each February 1 and August 1, which were issued on
February 11, 2020. As of March 31, 2022, $500 million aggregate principal amount
was outstanding.

•3.625% Senior Notes - MG Holdings II's $500 million aggregate principal amount
of 3.625% Senior Notes due October 1, 2031, with interest payable each April 1
and October 1, commencing on April 1, 2022, which were issued on October 4,
2021. As of March 31, 2022, $500 million aggregate principal amount was
outstanding.

•2022 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due October 1,
2022 issued by Match Group FinanceCo, Inc., a subsidiary of the Company, which
are exchangeable into shares of the Company's common stock. Interest is payable
each April 1 and October 1. As of March 31, 2022, $84.9 million aggregate
principal amount was outstanding.

•2026 Exchangeable Notes - The 0.875% Exchangeable Senior Notes due June 15,
2026 issued by Match Group FinanceCo 2, Inc., a subsidiary of the Company, which
are exchangeable into shares of the Company's common stock. Interest is payable
each June 15 and December 15. As of March 31, 2022, $575 million aggregate
principal amount was outstanding.

•2030 Exchangeable Notes - The 2.00% Exchangeable Senior Notes due January 15,
2030 issued by Match Group FinanceCo 3, Inc., a subsidiary of the Company, which
are exchangeable into shares of the Company's common stock. Interest is payable
each January 15 and July 15. As of March 31, 2022, $575 million aggregate
principal amount was outstanding.

Non-GAAP financial measure:



•Adjusted Operating Income - is a Non-GAAP financial measure. See "Non-GAAP
Financial Measures" below for the definition of Adjusted Operating Income and a
reconciliation of net earnings attributable to Match Group, Inc. shareholders to
operating income and Adjusted Operating Income.

Management Overview

Match Group, Inc., through its portfolio companies, is a leading provider of
digital technologies designed to help people make meaningful connections. Our
global portfolio of brands includes Tinder®, Match®, Hinge®, Meetic®, OkCupid®,
Pairs™, PlentyOfFish®, OurTime®, Azar®, Hakuna Live™, and more, each built to
increase our users' likelihood of connecting with others. Through our trusted
brands, we provide tailored services to meet the varying preferences of our
users. Our services are available in over 40 languages to our users all over the
world.

As used herein, "Match Group," the "Company," "we," "our," "us," and similar terms refer to Match Group, Inc. and its subsidiaries, unless the context indicates otherwise.

For a more detailed description of the Company's operating businesses, see "Item 1. Business" of the Company's Annual Report on Form 10-K for the year ended December 31, 2021.


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Additional Information



Investors and others should note that we announce material financial and
operational information to our investors using our investor relations website at
https://ir.mtch.com, our newsroom website at https://newsroom.mtch.com,
Securities and Exchange Commission ("SEC") filings, press releases, and public
conference calls. We use these channels as well as social media to communicate
with our users and the public about our company, our services and other issues.
It is possible that the information we post on social media could be deemed to
be material information. Accordingly, investors, the media, and others
interested in our company should monitor the social media channels listed on our
investor relations website in addition to following our newsroom website, SEC
filings, press releases and public conference calls. Neither the information on
our websites, nor the information on the website of any Match Group business, is
incorporated by reference into this report, or into any other filings with, or
into any other information furnished or submitted to, the SEC.

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Results of Operations for the three months ended March 31, 2022 compared to the three months ended March 31, 2021



Revenue
                                                          Three Months Ended March 31,
                                                                               2022             $ Change           % Change              2021

                                                                                                 (In thousands, except RPP)
Direct Revenue:
Americas                                                                   $ 399,978          $  55,716               16%            $ 344,262
Europe                                                                       215,328             26,269               14%              189,059
APAC and Other                                                               168,527             46,667               38%              121,860
Total Direct Revenue                                                         783,833            128,652               20%              655,181
Indirect Revenue                                                              14,798              2,367               19%               12,431
Total Revenue                                                              $ 798,631          $ 131,019               20%            $ 667,612

Percentage of Total Revenue:
Direct Revenue:
Americas                                                                       50%                                                       52%
Europe                                                                         27%                                                       28%
APAC and Other                                                                 21%                                                       18%
Total Direct Revenue                                                           98%                                                       98%
Indirect Revenue                                                                2%                                                        2%
Total Revenue                                                                  100%                                                      100%

Payers:
Americas                                                                       8,159                564               7%                 7,595
Europe                                                                         4,732                477               11%                4,255
APAC and Other                                                                 3,443                876               34%                2,567
Total                                                                         16,334              1,917               13%               14,417

RPP:
Americas                                                                   $   16.34          $    1.23               8%             $   15.11
Europe                                                                     $   15.17          $    0.36               2%             $   14.81
APAC and Other                                                             $   16.32          $    0.49               3%             $   15.83
Total                                                                      $   16.00          $    0.85               6%             $   15.15


Americas Direct Revenue grew $55.7 million, or 16%, in 2022 versus 2021, driven
by 8% growth in RPP and 7% growth in Payers. RPP growth was driven by both
higher subscriptions and increased à la carte purchases at Tinder and Hinge.
Growth in Payers was primarily driven by Tinder with contributions from Hinge
and the Swipe Apps (BLK, Chispa, and Upward), partially offset by decreases at
Match, Match Affinity, and PlentyOfFish.

Europe Direct Revenue grew $26.3 million, or 14%, in 2022 versus 2021, driven by
11% growth in Payers and 2% growth in RPP. Growth in Payers was primarily due to
Tinder and the acquisition of Hyperconnect in the second quarter of 2021. RPP
growth was driven by Tinder and the acquisition of Hyperconnect, which has a
higher RPP relative to our other brands, offset by unfavorable impacts from the
strength of the U.S. dollar compared to the Euro between the two periods.

APAC and Other Direct Revenue grew $46.7 million, or 38%, in 2022 versus 2021,
driven by 34% growth in Payers and 3% growth in RPP. Payer growth was primarily
driven by Tinder and the acquisition of Hyperconnect.

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RPP growth was primarily due to the acquisition of Hyperconnect, but was partially offset by the strength of the U.S. dollar compared to the Japanese Yen and Turkish Lira.

Indirect Revenue increased primarily due to our receiving a higher rate per impression.

Cost of revenue (exclusive of depreciation)



                                      Three Months Ended March 31,
                            2022          $ Change      % Change         2021

                                         (Dollars in thousands)

Cost of revenue         $   236,236      $ 56,781          32%        $ 179,455
Percentage of revenue        30%                                          27%

Cost of revenue increased primarily due to the acquisition of Hyperconnect. Excluding the increase from the Hyperconnect acquisition, cost of revenue increased 17% primarily due to an increase in in-app purchase fees of $19.6 million, as revenue continues to be increasingly sourced through mobile app stores; an increase in hosting fees of $6.6 million; and an increase in compensation expense of $4.8 million related to increased costs in customer care.

Selling and marketing expense



                                                 Three Months Ended March 31,
                                       2022           $ Change      % Change         2021

                                                    (Dollars in thousands)

Selling and marketing expense $ 151,888 $ 6,900 5%

$ 144,988
Percentage of revenue                  19%                                            22%

Selling and marketing expense increased primarily due to the acquisition of Hyperconnect. Excluding Hyperconnect, selling and marketing expense decreased $7.7 million due to lower marketing spend at multiple brands.

General and administrative expense



                                                      Three Months Ended March 31,
                                             2022           $ Change      % Change         2021

                                                         (Dollars in thousands)

General and administrative expense $ 100,705 $ 13,040

 15%        $ 87,665
Percentage of revenue                        13%                                           13%


Excluding Hyperconnect and related acquisition expenses incurred in 2021,
general and administrative expense increased 13% primarily due to an increase in
compensation expense of $6.1 million primarily related to 1) an increase in
stock-based compensation expense associated with new awards granted in the
current year, partially offset by lower modification expense in 2022, and 2) an
increase in headcount; an increase in software license fees of $2.3 million; and
an increase in travel and entertainment expenses of $2.4 million as our return
to office activities continue to progress.

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Product development expense

                                              Three Months Ended March 31,
                                    2022            $ Change      % Change         2021

                                                 (Dollars in thousands)
Product development expense   $    78,794          $ 23,218          42%        $ 55,576
Percentage of revenue                10%                                            8%


Product development expense increased in part due to the acquisition of
Hyperconnect. Excluding Hyperconnect, product development expense increased 28%
primarily due to an increase in compensation expense of $11.4 million primarily
related to increased headcount at Tinder and Hinge, and an increase in
stock-based compensation associated with new awards granted in the current year.

Depreciation

                                          Three Months Ended March 31,
                                 2022              $ Change      % Change         2021

                                             (Dollars in thousands)
Depreciation            $     10,497              $     40          -%         $ 10,457
Percentage of revenue             1%                                               2%

Depreciation was flat compared to the prior year period.



Amortization of intangibles

                                              Three Months Ended March 31,
                                      2022              $ Change      % Change       2021

                                                 (Dollars in thousands)
Amortization of intangibles   $     12,693             $ 12,480          NM         $ 213
Percentage of revenue                  2%                                             -%


________________________

NM = not meaningful

Amortization of intangibles increased primarily due to an increase in definite-lived intangibles related to the acquisition of Hyperconnect.


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Operating income and Adjusted Operating Income


                                            Three Months Ended March 31,
                                                                          2022         $ Change      % Change         2021

                                                                                       (Dollars in thousands)

Operating income                                                       $ 207,818      $ 18,560          10%        $ 189,258

Percentage of revenue                                                      26%                                         28%

Adjusted Operating Income                                              $ 273,303      $ 43,259          19%        $ 230,044

Percentage of revenue                                                      34%                                         34%

For a reconciliation of net earnings attributable to Match Group, Inc. shareholders to Adjusted Operating Income, see "Non-GAAP Financial Measures."



Operating income and Adjusted Operating Income increased 10% or $18.6 million
and 19% or $43.3 million, respectively, primarily driven by the increase in
revenue of $131.0 million which was driven by 1) growth at Tinder and Hinge, and
2) the acquisition of Hyperconnect; and lower selling marketing expense as a
percentage of revenue; partially offset by an increase in cost of revenue due to
higher in-app fees, as revenue continues to shift to mobile app stores, and an
increase in product and development expense primarily due to increases in
compensation expense. Operating income was further impacted by higher
amortization of intangibles due to the acquisition of Hyperconnect.

At March 31, 2022, there was $458.9 million of unrecognized compensation cost,
net of estimated forfeitures, related to equity-based awards, which is expected
to be recognized over a weighted average period of approximately 2.9 years.

Interest expense

                                     Three Months Ended March 31,
                            2022            $ Change      % Change         2021

                                        (Dollars in thousands)
Interest expense     $    34,896           $  3,058          10%        $ 31,838


Interest expense increased primarily due to the issuance of the 3.625% Senior
Notes on October 4, 2021; partially offset by decreases due to the settlement of
a portion of the 2022 Exchangeable Notes.

Other income (expense), net

                                              Three Months Ended March 31,
                                     2022            $ Change      % Change         2021

                                                 (Dollars in thousands)
Other income (expense), net   $    818              $  2,137          NM         $ (1,319)

Other income, net in 2022 includes mark-to-market adjustments pertaining to a liability classified equity instrument.

Other expense, net in 2021 includes foreign currency losses of $1.6 million, partially offset by interest income of $0.2 million.


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Income tax provision

                                             Three Months Ended March 31,
                                   2022           $ Change      % Change         2021

                                                (Dollars in thousands)
Income tax benefit            $   (6,867)        $ 10,880         (61)%       $ (17,747)
Effective income tax rate           NM                                            NM

The income tax provision in each of 2022 and 2021 benefited from excess tax benefits generated by the exercise or vesting of stock-based awards. In addition, the 2022 period benefited from a lower tax rate on U.S. income derived from foreign sources.

For further details of income tax matters see "Note 2-Income Taxes" to the consolidated financial statements included in "Item 1-Consolidated Financial Statements."



Related party transactions

For a discussion of related party transactions see "Note 9-Related Party Transactions" to the consolidated financial statements included in "Item 1-Consolidated Financial Statements."


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                          NON-GAAP FINANCIAL MEASURES

Match Group reports Adjusted Operating Income and Revenue excluding foreign
exchange effects, both of which are supplemental measures to U.S. generally
accepted accounting principles ("GAAP"). Adjusted Operating Income is among the
primary metrics by which we evaluate the performance of our business, on which
our internal budget is based, and by which management is compensated. Revenue
excluding foreign exchange effects provides a comparable framework for assessing
how our business performed without the effect of exchange rate differences when
compared to prior periods. We believe that investors should have access to the
same set of tools that we use in analyzing our results. These non-GAAP measures
should be considered in addition to results prepared in accordance with GAAP,
but should not be considered a substitute for or superior to GAAP results. Match
Group endeavors to compensate for the limitations of the non-GAAP measures
presented by providing the comparable GAAP measures with equal or greater
prominence and descriptions of the reconciling items, including quantifying such
items, to derive the non-GAAP measures. We encourage investors to examine the
reconciling adjustments between the GAAP and non-GAAP measures, which we discuss
below.

Adjusted Operating Income

Adjusted Operating Income is defined as operating income excluding:
(1) stock-based compensation expense; (2) depreciation; and (3)
acquisition-related items consisting of (i) amortization of intangible assets
and impairments of goodwill and intangible assets, if applicable, and (ii) gains
and losses recognized on changes in the fair value of contingent consideration
arrangements, as applicable. We believe this measure is useful to analysts and
investors as this measure allows a more meaningful comparison between our
performance and that of our competitors. The above items are excluded from our
Adjusted Operating Income measure because they are non-cash in nature. Adjusted
Operating Income has certain limitations because it excludes the impact of
certain expenses.

Non-Cash Expenses That Are Excluded From Adjusted Operating Income



Stock-based compensation expense consists principally of expense associated with
the grants of stock options, restricted stock units ("RSUs"), performance-based
RSUs and market-based awards. These expenses are not paid in cash, and we
include the related shares in our fully diluted shares outstanding using the
treasury stock method; however, performance-based RSUs and market-based awards
are included only to the extent the applicable performance or market
condition(s) have been met (assuming the end of the reporting period is the end
of the contingency period). To the extent stock-based awards are settled on a
net basis, we remit the required tax-withholding amounts from current funds.

Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.



Amortization of intangible assets and impairments of goodwill and intangible
assets are non-cash expenses related primarily to acquisitions. At the time of
an acquisition, the identifiable definite-lived intangible assets of the
acquired company, such as customer lists, trade names, and technology, are
valued and amortized over their estimated lives. Value is also assigned to (i)
acquired indefinite-lived intangible assets, which consist of trade names and
trademarks, and (ii) goodwill, which are not subject to amortization. An
impairment is recorded when the carrying value of an intangible asset or
goodwill exceeds its fair value. We believe that intangible assets represent
costs incurred by the acquired company to build value prior to acquisition and
the related amortization and impairment charges of intangible assets or
goodwill, if applicable, are not ongoing costs of doing business.

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The following table reconciles net earnings attributable to Match Group, Inc. shareholders to operating income and Adjusted Operating Income:



                                                                        Three Months Ended
                                                                             March 31,
                                                                                  2022                2021

                                                                                       (In thousands)
Net earnings attributable to Match Group, Inc. shareholders                   $  180,533          $  174,250
Add back:
Net earnings (loss) attributable to noncontrolling interests                          74                (402)

Income tax benefit                                                                (6,867)            (17,747)
Other (income) expense, net                                                         (818)              1,319
Interest expense                                                                  34,896              31,838
Operating Income                                                                 207,818             189,258
Stock-based compensation expense                                                  42,295              30,116
Depreciation                                                                      10,497              10,457
Amortization of intangibles                                                       12,693                 213

Adjusted Operating Income                                                   

$ 273,303 $ 230,044

Effects of Changes in Foreign Exchange Rates on Revenue



The impact of foreign exchange rates on the Company, due to its global reach,
may be an important factor in understanding period over period comparisons if
movement in exchange rates is significant. Since our results are reported in
U.S. dollars, international revenue is favorably impacted as the U.S. dollar
weakens relative to other currencies, and unfavorably impacted as the U.S.
dollar strengthens relative to other currencies. We believe the presentation of
revenue excluding the effects from foreign exchange, in addition to reported
revenue, helps improve investors' ability to understand the Company's
performance because it excludes the impact of foreign currency volatility that
is not indicative of Match Group's core operating results.

Revenue excluding foreign exchange effects compares results between periods as
if exchange rates had remained constant period over period. Revenue excluding
foreign exchange effects is calculated by translating current period revenue
using prior period exchange rates. The percentage change in revenue excluding
foreign exchange effects is calculated by determining the change in current
period revenue over prior period revenue where current period revenue is
translated using prior period exchange rates.

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The following tables present the impact of foreign exchange effects on total
revenue and Direct Revenue by geographic region, and RPP on a total basis and by
geographic region, for the three months ended March 31, 2022, compared to the
three months ended March 31, 2021:

                                                               Three Months Ended March 31,
                                                                                    2022             $ Change           % Change             2021

                                                                                                       (Dollars in thousands)
Revenue, as reported                                                            $ 798,631          $ 131,019              20%            $ 667,612
Foreign exchange effects                                                    

26,171


Revenue excluding foreign exchange effects                                      $ 824,802          $ 157,190              24%            $ 667,612

Americas Direct Revenue, as reported                                            $ 399,978          $  55,716              16%            $ 344,262
Foreign exchange effects                                                    

367

Americas Direct Revenue, excluding foreign exchange effects

$ 400,345          $  56,083              16%            $ 344,262

Europe Direct Revenue, as reported                                              $ 215,328          $  26,269              14%            $ 189,059
Foreign exchange effects                                                    

13,800


Europe Direct Revenue, excluding foreign exchange
effects                                                                         $ 229,128          $  40,069              21%            $ 189,059

APAC and Other Direct Revenue, as reported                                      $ 168,527          $  46,667              38%            $ 121,860
Foreign exchange effects                                                    

11,753


APAC and Other Direct Revenue, excluding foreign
exchange effects                                                                $ 180,280          $  58,420              48%            $ 121,860


                                                              Three Months Ended March 31,
                                                                                   2022            $ Change           % Change            2021

RPP, as reported                                                                $ 16.00          $    0.85               6%            $ 15.15
Foreign exchange effects                                                    

0.52


RPP, excluding foreign exchange effects                                         $ 16.52          $    1.37               9%            $ 15.15

Americas RPP, as reported                                                       $ 16.34          $    1.23               8%            $ 15.11
Foreign exchange effects                                                    

0.02


Americas RPP, excluding foreign exchange effects                                $ 16.36          $    1.25               8%            $ 15.11

Europe RPP, as reported                                                         $ 15.17                  0.36            2%            $ 14.81
Foreign exchange effects                                                           0.97
Europe RPP, excluding foreign exchange effects                                  $ 16.14          $    1.33               9%            $ 14.81

APAC and Other RPP, as reported                                                 $ 16.32          $    0.49               3%            $ 15.83
Foreign exchange effects                                                    

1.13


APAC and Other RPP, excluding foreign exchange effects                          $ 17.45          $    1.62              10%            $ 15.83


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              FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES


Financial Position
                                                            March 31, 2022           December 31, 2021

                                                                          (In thousands)
Cash and cash equivalents:
United States                                             $       771,991          $          642,686
All other countries                                               140,443                     172,698
Total cash and cash equivalents                                   912,434                     815,384
Short-term investments                                              8,663                      11,818
Total cash and cash equivalents and short-term
investments                                               $       921,097

$ 827,202



Long-term debt:
Credit Facility due February 13, 2025                     $             -          $                -
Term Loan due February 13, 2027                                   425,000                     425,000

5.00% Senior Notes due December 15, 2027                          450,000                     450,000
4.625% Senior Notes due June 1, 2028                              500,000                     500,000
5.625% Senior Notes due February 15, 2029                         350,000                     350,000
4.125% Senior Notes due August 1, 2030                            500,000                     500,000
3.625% Senior Notes due October 1, 2031                           500,000                     500,000
2022 Exchangeable Notes                                            84,906                     100,500
2026 Exchangeable Notes                                           575,000                     575,000
2030 Exchangeable Notes                                           575,000                     575,000
Total long-term debt                                            3,959,906                   3,975,500
Less: Current maturities of long-term debt                         84,906                     100,500
Less: Unamortized original issue discount                           5,007                       5,215
Less: Unamortized debt issuance costs                              39,028                      40,364
Total long-term debt, net                                 $     3,830,965          $        3,829,421


Long-term Debt

For a detailed description of long-term debt, see "Note 4-Long-term Debt, net" to the consolidated financial statements included in "Item 1-Consolidated Financial Statements."

Cash Flow Information

In summary, the Company's cash flows are as follows:


                                                                    Three Months Ended March 31,
                                                                      2022                   2021

                                                                           (In thousands)
Net cash provided by operating activities                      $       232,517          $   102,308
Net cash used in investing activities                                  (14,660)             (10,545)
Net cash (used in) provided by financing activities                   (116,613)              18,695


2022

Net cash provided by operating activities in 2022 includes adjustments to
earnings of $42.3 million of stock-based compensation expense, $12.7 million of
amortization, and $10.5 million of depreciation, partially offset by deferred
income taxes of $14.8 million primarily related to the net operating loss
carryforward created by the settlement of stock-based awards and deferred tax
assets created by the capitalization of research and

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development costs. The increase in cash from changes in working capital
primarily consists of an increase from other assets of $27.1 million primarily
due to the settlement of a derivative asset related to the 2022 Exchangeable
Notes Hedges and the amortization of prepaid hosting services, and a decrease in
accounts receivable of $6.1 million. These changes were partially offset by a
decrease in accounts payable and other liabilities of $24.9 million due mainly
to the payment of a liability related to the 2022 Exchangeable Notes presented
for exchange and due to the timing of payments, including interest payments and
a decrease in income taxes payable of $10.0 million primarily related to the
timing of payments related to international taxes.

Net cash used in investing activities in 2022 consists primarily of capital expenditures of $17.7 million that are primarily related to internal development of software and purchases of computer hardware to support our services.



Net cash used in financing activities in 2022 is primarily due to payments of
$97.0 million of withholding taxes paid on behalf of employees for net settled
equity awards, and payments of $47.7 million to repurchase a portion of the
outstanding 2022 Exchangeable Notes. These payments were partially offset by
proceeds of $32.1 million related to the settlement of certain outstanding note
hedges associated with the settlement of a portion of the 2022 Exchangeable
Notes, and $6.3 million of proceeds from the issuance of common stock pursuant
to stock-based awards.

2021

Net cash provided by operating activities in 2021 includes adjustments to
earnings of $30.1 million of stock-based compensation expense, $10.5 million of
depreciation and $4.6 million of other adjustments, partially offset by deferred
income taxes of $10.0 million primarily related to the net operating loss
created by the settlement of stock-based awards. The decrease in cash from
changes in working capital primarily consists of an increase in accounts
receivable of $75.3 million primarily related to the timing of cash receipts,
including cash received in the fourth quarter of 2020 rather than in the first
quarter of 2021, and an increase in revenue; a decrease in accounts payable and
other liabilities of $40.2 million due mainly to the timing of payments,
including interest payments; and a decrease from income taxes payable and
receivable of $21.9 million primarily related to payments of international
taxes. These changes were partially offset by an increase from other assets of
$19.6 million primarily due to the amortization of prepaid hosting services and
an increase from deferred revenue of $10.8 million, due mainly to growth in
subscription sales.

Net cash used in investing activities in 2021 consists primarily of capital expenditures of $10.3 million that are primarily related to internal development of software and purchases of computer hardware to support our services.



Net cash provided by financing activities in 2021 is primarily due to $30.0
million of proceeds from the issuance of common stock pursuant to stock-based
awards, partially offset by payments of $10.5 million for withholding taxes paid
on behalf of employees for equity awards.

Liquidity and Capital Resources



The Company's principal sources of liquidity are its cash and cash equivalents
as well as cash flows generated from operations. As of March 31, 2022,
$749.6 million was available under the Credit Facility that expires on February
13, 2025.

The Company has various obligations related to long-term debt instruments and
operating leases. For additional information on long-term debt, including
maturity dates and interest rates, see "Note 4-Long-term Debt, net" to the
consolidated financial statements included in "Item 1-Consolidated Financial
Statements." For additional information on the operating lease payments,
including a schedule of obligations by year, see "Note 13-Leases" to the
consolidated financial statements included in "Item 8-Consolidated Financial
Statements and Supplementary Data" of the Company's Annual Report on Form 10-K
for the year ended December 31, 2021. The Company believes it has sufficient
cash flows from operations to satisfy these future obligations.

We expect to pay $441 million from cash on hand in 2022 in connection with the settlement of Rad, et al. v. IAC/InterActiveCorp, et al. and related arbitrations.



The Company anticipates that it will need to make capital and other expenditures
in connection with the development and expansion of its operations. The Company
expects that 2022 cash capital expenditures will be

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between $65 million and $75 million, a decrease from 2021 cash capital expenditures as several leasehold and building improvements were completed in 2021.



We have entered into various purchase commitments, primarily consisting of web
hosting services. Our obligations under these various purchase commitments are
$6.0 million for the remainder of 2022 and between $7.0 million and $12.5
million per year from 2023 through 2026.

The Company does not have any off-balance sheet arrangements, other than those described above, at March 31, 2022.



On May 2, 2022, our Board of Directors approved a new share repurchase program
(the "Share Repurchase Program") to repurchase up to 12.5 million shares of our
common stock. Under the Share Repurchase Program, shares of our common stock may
be purchased on a discretionary basis from time to time, subject to general
business and market conditions and other investment opportunities, through open
market purchases, privately negotiated transactions or other means, including
through Rule 10b5-1 trading plans. The Share Repurchase Program may be
commenced, suspended or discontinued at any time.

As of March 31, 2022, all of the Company's international cash can be repatriated without significant tax consequences.



Our indebtedness could limit our ability to: (i) obtain additional financing to
fund working capital needs, acquisitions, capital expenditures, debt service, or
other requirements; and (ii) use operating cash flow to pursue acquisitions or
invest in other areas, such as developing properties and exploiting business
opportunities. The Company may need to raise additional capital through future
debt or equity financing to make additional acquisitions and investments or to
provide for greater financial flexibility. Additional financing may not be
available on terms favorable to the Company or at all.

                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management of the Company is required to make certain estimates, judgments and
assumptions during the preparation of its consolidated financial statements in
accordance with U.S. GAAP. These estimates, judgments and assumptions impact the
reported amount of assets, liabilities, revenue and expenses and the related
disclosure of contingent assets and liabilities. Actual results could differ
from these estimates.

During the three months ended March 31, 2022, there were no material changes to
the Company's critical accounting policies and estimates since the disclosure in
our Annual Report on Form 10-K for the year ended December 31, 2021.

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