What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 84 added, 55 removed, 303 unchanged (31% of the section changed)

12 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report, included herein.

SEC staff guidance discusses the exclusion of an acquired business’s internal controls from management’s annual assessment of the internal controls over financial reporting when it is not possible to conduct assessments for the acquired business in the period between the acquisition date and the date of management’s assessment.

We completed the acquisition of Hyperconnect, Inc.

(“Hyperconnect”) on June 17, 2021.

Management has excluded Hyperconnect from its assessment of internal control over financial reporting as of December 31, 2021.

Hyperconnect is a wholly-owned subsidiary of the Company with total assets (excluding goodwill and other intangible assets, which were included in this assessment) and total revenues representing 2% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

12 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Hyperconnect, Inc., which is included in the 2021 consolidated financial statements of the Company and constituted 2% of total assets (excluding goodwill and other intangible assets, which were included in management’s assessment of and conclusion on the effectiveness of internal control over financial reporting) as of December 31, 2021 and 4% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Hyperconnect, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 24, 2022 expressed an unqualified opinion thereon.

20 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated by reference to Match Group’s definitive Proxy Statement to be used in connection with its 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.

Directors, Executive Officers and Corporate Governance

The information required by Item 401 of Regulation S-K relating to directors and executive officers of Match Group is set forth in the sections entitled “Information Concerning Director Nominees” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively, in the 2021 Proxy Statement.

The information required by Item 401 of Regulation S-K relating to directors and executive officers of Match Group is set forth in the sections entitled “Information Concerning Director Nominees and Other Board Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively, in the 2022 Proxy Statement.

The information required by Item 406 of Regulation S-K relating to Match Group’s Code of Ethics is set forth under the caption “Part I-Item 1-Business-Additional Information-Code of ethics” of this annual report and is incorporated herein by reference.

14 unchanged sentences

Report of Independent Registered Public Accounting Firm:

Ernst & Young LLP.

Ernst & Young LLP (PCAOB ID:

Consolidated Balance Sheet as of December 31, 2021 and 2020.

18 unchanged sentences

(Former Match Group), IAC Holdings, Inc.

and Valentine Merger Sub Inc.

and Valentine Merger Sub LLC

8-K 000-20570 2.1 12/20/2019

Amendment, dated as of April 28, 2020, to the Transaction Agreement, dated as of December 19, 2019, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.

Amendment, dated as of April 28, 2020, to the Transaction Agreement by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.

(Former Match Group), IAC Holdings, Inc.

6 unchanged sentences

8-K 000-20570 2.1 6/22/2020

Share Purchase Agreement, dated as of February 10, 2021, by and among the Company, the Buyer and the Sellers

8-K 001-34148 2.1 2/10/2021

Amendment and Supplement No.

1 to Share Purchase Agreement, dated as of June 17, 2021, by and among Sellers’ Representatives, the Buyer and the Company

10-Q 001-34148 2.1 8/6/2021

Restated Certificate of Incorporation of IAC/InterActiveCorp (Former IAC)

22 unchanged sentences

8-K 001-34148 3.10 7/2/2020

Second Amended and Restated By-laws of Match Group, Inc.

(Former Match Group).

8-A/A 001-34148 3.3 7/1/2020

Third Amended and Restated By-Laws of Match Group, Inc.

8-K 001-34148 3.2 4/30/2021

Description of Securities

10-K 001-34148 4.1 2/25/2021

Specimen Stock Certificate of Match Group Inc.

(Former Match Group).

S-4/A 333-236420

3 unchanged sentences

8-K 001-37636 4.1 5/20/2020

Demand Promissory Note, dated as of June 30, 2020, by IAC/InterActiveCorp.

8-K 001-34148 4.1 7/2/2020

Indenture for 0.875% Senior Exchangeable Notes due 2022, dated as of October 2, 2017, among IAC FinanceCo, Inc., IAC/InterActiveCorp (Former IAC) and Computershare Trust Company, N.A., as Trustee.

8-K 000-20570 4.1 10/6/2017

Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo, Inc., Match Group, Inc.

(Former Match) and Computershare Trust Company, N.A., as Trustee, relating to the 0.875% Senior Exchangeable Notes due 2022.

Indenture for 0.875% Senior Exchangeable Notes due 2022, dated as of October 2, 2017, among IAC FinanceCo, Inc., IAC/InterActiveCorp (Former IAC) and U.S.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)

8-K 000-20570 4.1 10/6/2017

4 unchanged sentences

Exhibit Filing

Indenture for 0.875% Senior Exchangeable Notes due 2026, dated as of May 28, 2019, among IAC FinanceCo 2, Inc., IAC/InterActiveCorp (Former IAC) and Computershare Trust Company, N.A., as Trustee.

Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo, Inc., Match Group, Inc.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 0.875% Senior Exchangeable Notes due 2022

8-K 001-34148 4.3 7/2/2020

Indenture for 0.875% Senior Exchangeable Notes due 2026, dated as of May 28, 2019, among IAC FinanceCo 2, Inc., IAC/InterActiveCorp (Former IAC) and U.S.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)

8-K 000-20570 4.1 5/28/2019

Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 2, Inc., Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A., as Trustee, relating to the 0.875% Senior Exchangeable Notes due 2026.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 0.875% Senior Exchangeable Notes due 2026

8-K 001-34148 4.5 7/2/2020

Indenture for 2.00% Senior Exchangeable Notes due 2030, dated as of May 28, 2019, among IAC FinanceCo 3, Inc., IAC/InterActiveCorp (Former IAC) and Computershare Trust Company, N.A., as Trustee.

Indenture for 2.00% Senior Exchangeable Notes due 2030, dated as of May 28, 2019, among IAC FinanceCo 3, Inc., IAC/InterActiveCorp (Former IAC) and U.S.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.)

8-K 000-20570 4.2 5/28/2019

Supplemental Indenture, dated as of June 30, 2020, among IAC FinanceCo 3, Inc., Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A., as Trustee, relating to the 2.00% Senior Exchangeable Notes due 2030.

Bank National Association (as Successor Trustee to Computershare Trust Company, N.A.), relating to the 2.00% Senior Exchangeable Notes due 2030

8-K 001-34148 4.7 7/2/2020

2 unchanged sentences

8-K 001-37636 4.1 12/4/2017

Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc.

(Former Match Group), Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2027.

Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2027

8-K 001-34148 4.9 7/2/2020

2 unchanged sentences

8-K 001-37636 4.1 5/20/2020

Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc.

(Former Match Group), Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 4.625% Senior Notes due 2028.

8-K 001-34148 4.11 7/2/2020

2 unchanged sentences

8-K 001-37636 4.1 2/15/2019

Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc.

(Former Match Group), Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 5.625% Senior Notes due 2029.

8-K 001-34148 4.13 7/2/2020

Indenture, dated February 11, 2020, between Match Group, Inc.

Indenture, dated as of February 11, 2020, between Match Group, Inc.

(Former Match Group) and Computershare Trust Company, N.A., as Trustee

8-K 001-37636 4.1 2/11/2020

Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc.

(Former Match Group), Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 4.125% Senior Notes due 2030.

8-K 001-34148 4.15 7/2/2020

Form of Subscription Agreement

Indenture, dated as of October 4, 2021, between Match Group Holdings II, LLC and U.S.

Bank National Association, as trustee

8-K 001-34148 4.1 10/5/2021

1 unchanged sentence

8-K 001-34148 10.1 7/2/2020

First Amendment to Transition Services Agreement, dated effective as of March 31, 2021, by and between Match Group, Inc.

and IAC/InterActiveCorp

10-Q 001-34148 10.1 8/6/2021

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Second Amendment to Transition Services Agreement, dated effective as of July 22, 2021, by and between Match Group, Inc.

and IAC/InterActiveCorp

10-Q 001-34148 10.1 11/8/2021

Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.

6 unchanged sentences

S-4/A 333-236420 Annex F 4/28/2020

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Match Group, Inc.

10 unchanged sentences

10-Q 001-37636 10.2 11/9/2017

Form of Terms and Conditions for Performance-based Restricted Stock Units granted under the Match Group, Inc.

Amended and Restated 2017 Stock and Annual Incentive Plan (1)

10-Q 001-34148 10.2 5/7/2021

Match Group, Inc.

3 unchanged sentences

(Former Match Group) 2015 Stock and Annual Incentive Plan (1)

8-K 001-37636 10.1 8/4/2017

10-Q 001-37636 10.1 8/4/2017

Second Amendment to Match Group, Inc.

7 unchanged sentences

10-K 001-37636 10.8 2/28/2017

Match Group, Inc.

2021 Global Employee Stock Purchase Plan ( 1)

10-Q 001-34148 10.2 8/6/2021

Employment Agreement between Sharmistha Dubey and Match Group, Inc.

2 unchanged sentences

Assignment of Employment Agreement among Sharmistha Dubey, Match Group, Inc.

(Former Match Group) and Valentine Merger Sub LLC, dated as of June 30, 2020.(1)

and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)

8-K 001-34148 10.14 7/2/2020

6 unchanged sentences

Assignment of Employment Agreement among Gary Swidler, Match Group, Inc.

(Former Match Group) and Valentine Merger Sub LLC, dated as of June 30, 2020.(1)

and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)

8-K 001-34148 10.17 7/2/2020

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Employment Agreement between Jared Sine and Match Group, Inc.

2 unchanged sentences

Assignment of Employment Agreement among Jared Sine, Match Group, Inc.

(Former Match Group) and Valentine Merger Sub LLC, dated as of June 30, 2020.(1)

and Valentine Merger Sub LLC, dated as of June 30, 2020 (1)

8-K 001-34148 10.19 7/2/2020

Summary of Non-Employee Director Compensation Arrangements (1)

2020 Match Group, Inc.

Deferred Compensation Plan for Non-Employee Directors (1)

8-K 001-34148 10.1 10/27/2020

Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc.

1 unchanged sentence

10-K 001-37636 10.11 3/28/2016

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Amendment No.

15 unchanged sentences

Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and among Match Group, Inc.

(Former Match Group), Match Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as of November 16, 2015, among Match Group, Inc.

, Match Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as of November 16, 2015, among Match Group, Inc.

(Former Match Group), as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended

8-K 001-34148 10.25 7/2/2020

Amendment No.

7 dated as of March 26, 2021 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, as further amended as of August 14, 2017, as further amended as of December 17, 2018 and as further amended as of February 13, 2020, among Match Group Holdings II, LLC, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto

8-K 001-34148 10.1 3/31/2021

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Subsidiaries of the Registrant as of December 31, 202 1

8 unchanged sentences

101.SCH XBRL Taxonomy Extension Schema Document †

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document †

13 unchanged sentences

Signature Title

/s/ JOSEPH LEVIN Executive Chairman of the Board

/s/ SHARMISTHA DUBEY Chief Executive Officer and Director

6 unchanged sentences

(Principal Accounting Officer)

/s/ THOMAS J.

McINERNEY Chairman of the Board

/s/ STEPHEN BAILEY Director

2 unchanged sentences

Melissa Brenner

/s/ JOSEPH LEVIN Director

McDANIEL Director

/s/ THOMAS J.

McINERNEY Director

/s/ WENDI MURDOCH Director

18 unchanged sentences

Deferred tax valuation allowance 71,090 15,969 (b)

( 17,084 ) (c)

Other reserves 3,380 8,499

1 unchanged sentence

$ ( 234 ) $ ( 36 ) (d)

Deferred tax valuation allowance 45,483 7,472 (e)

Deferred tax valuation allowance 52,913 35,261 (b)

( 17,084 ) (c)

Other reserves 2,901

1 unchanged sentence

$ ( 8 ) $ ( 217 ) (d)

Deferred tax valuation allowance 22,830 22,675 (g)

Deferred tax valuation allowance 45,483 7,472 (e)

Other reserves 3,008

6 unchanged sentences

(f) Amount is related to currency translation adjustments on foreign net operating losses.

(g) Amount is primarily related to foreign tax credits and foreign interest deduction carryforwards.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures