What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 45 added, 63 removed, 324 unchanged (25% of the section changed)

12 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2022 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, 2022, 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, 2022 and 2021, 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, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 24, 2023 expressed an unqualified opinion thereon.

25 unchanged sentences

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 2023 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.

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

The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2023 Proxy Statement and is incorporated herein by reference.

7 unchanged sentences

Information regarding certain relationships and related transactions involving Match Group required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2023 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

Information required by Item 9(e) of Schedule 14A regarding the fees and services of Match Group’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to Match Group by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the 2023 Proxy Statement and is incorporated herein by reference.

74 unchanged sentences

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

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

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.)

14 unchanged sentences

8-K 001-34148 4.7 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 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.

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

Indenture, dated December 4, 2017, between Match Group, Inc.

21 unchanged sentences

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

Transition Services Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp (Former IAC) and IAC Holdings, Inc.

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.

12 unchanged sentences

8-K 001-34148 10.5 7/2/2020

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Form of Terms and Conditions for Stock Options granted under the Match Group, Inc.

7 unchanged sentences

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

2022 Form of Award Agreement 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 10.1 5/6/2022

2022 Form of Award Agreement for 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 5/6/2022

Match Group, Inc.

10 unchanged sentences

10-K 001-37636 10.7 2/28/2017

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

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

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

Match Group, Inc.

1 unchanged sentence

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

Employment Agreement, dated as of May 3, 2022, between Match Group, Inc.

and Bernard Kim.(1)

10-Q 001-34148 10.1 8/5/2022

Employment Agreement between Sharmistha Dubey and Match Group, Inc.

4 unchanged sentences

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

Employment Agreement between Gary Swidler and Match Group, Inc.

(Former Match Group ) dated as of August 8, 2018 (1)

Amended and Restated Employment Agreement, dated as of June 9, 2022, between Match Group, Inc.

and Gary Swidler.(1)

8-K 001-34148 10.1 6/10/2022

Employment Agreement Amendment between Gary Swidler and Match Group, Inc.

(Former Match Group) dated as of February 13, 2020 (1)

8-K/A 001-37636 10.2 2/20/2020

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

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

First Amendment to Amended and Restated Employment Agreement, dated as of January 26, 2023, between Match Group, Inc.

and Gary Swidler.(1)

8-K 001-34148 10.1 1/26/2023

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Employment Agreement between Jared Sine and Match Group, Inc.

5 unchanged sentences

Summary of Non-Employee Director Compensation Arrangements (1)

10-K 001-34148 10.25 2/24/2022

2020 Match Group, Inc.

4 unchanged sentences

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.

14 unchanged sentences

8-K 001-37636 10.1 2/20/2020

Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and 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.

Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and 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

3 unchanged sentences

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, 2022

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference Filed (†) or

Furnished (‡)

(as indicated)

Exhibit Description Form SEC

Exhibit Filing

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

14 unchanged sentences

/s/ GARY SWIDLER

Chief Operating Officer and Chief Financial Officer

President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 24, 2023:

Signature Title

/s/ SHARMISTHA DUBEY Chief Executive Officer and Director

/s/ BERNARD KIM Chief Executive Officer and Director

(Principal Executive Officer)

Sharmistha Dubey

/s/ GARY SWIDLER Chief Operating Officer and Chief Financial Officer

/s/ GARY SWIDLER President and Chief Financial Officer

(Principal Financial Officer)

8 unchanged sentences

Melissa Brenner

/s/ JOSEPH LEVIN Director

/s/ SHARMISTHA DUBEY Director

Sharmistha Dubey

McDANIEL Director

1 unchanged sentence

Wendi Murdoch

/s/ RYAN REYNOLDS Director

Ryan Reynolds

SCHIFFMAN Director

14 unchanged sentences

Deferred tax valuation allowance 86,071 8,458 (b)

( 22,621 ) (g)

Other reserves 8,499 6,563

Allowance for doubtful accounts $ 578 $ ( 22 ) (a)

Allowance for credit losses $ 286 $ 43 (a)

$ ( 2 ) $ ( 46 ) (d)

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

( 17,084 ) (c)

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

Other reserves 3,380

2 unchanged sentences

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

( 17,084 ) (c)

Other reserves 2,901

1 unchanged sentence

(a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the recovery of previous year expenses.

(b) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions.

(b) Additions to the deferred tax valuation allowance are primarily related to foreign net operating losses.

(c) Amount is primarily related to a reduction in the valuation allowance as a result of the preliminary allocation of tax attributes between Match Group and IAC in conjunction with the Separation.

(d) Write-off of fully reserved accounts receivable.

(e) Amount is primarily related to foreign and state net operating losses and foreign interest deduction carryforwards.

(e) Amount is primarily related to foreign tax credits, foreign net operating losses, and foreign interest deductions.

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

(g) Deductions to the deferred tax valuation allowance are primarily related to foreign net operating losses and foreign interest deductions

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