26 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, 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, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a), and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
18 unchanged sentences
Other Information
−Removed: Not applicable.
+Added: Insider Trading Arrangements
+Added: During the three months ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Directors, Executive Officers and Corporate Governance
+Added: 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 Other Board Members” and “Information Concerning Match Group Executive Officers Who Are Not Directors,” respectively, in the 2024 Proxy Statement.
76 unchanged sentences
8-K 001-34148 3.10 7/2/2020
−Removed: Third Amended and Restated By-Laws of Match Group, Inc.
+Added: Fourth Amended and Restated By-Laws of Match Group, Inc.
8-K 001-34148 3.2 12/12/2023
Description of Securities
−Removed: 10-K 001-34148 4.1 2/25/2021
Specimen Stock Certificate of Match Group Inc.
1 unchanged sentence
4.3 4/28/2020
−Removed: Indenture, dated as of May 19, 2020, between Match Group, Inc.
−Removed: (Former Match Group) and Computershare Trust Company, N.A., as Trustee
−Removed: 8-K 001-37636 4.1 5/20/2020
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.
38 unchanged sentences
8-K 001-34148 4.1 10/5/2021
−Removed: Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, by and among IAC/InterActiveCorp (Former IAC), Match Group, Inc.
−Removed: (Former Match Group) and IAC Holdings, Inc.
−Removed: 8-K 001-34148 10.2 7/2/2020
Tax Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp (Former IAC) and IAC Holdings, Inc.
9 unchanged sentences
8-K 001-34148 10.5 7/2/2020
+Added: Form of Terms and Conditions for Stock Options granted under the Match Group, Inc.
+Added: (Former Match Group) 2017 Stock and Annual Incentive Plan (1)
+Added: 10-Q 001-37636 10.1 11/9/2017
Incorporated by Reference Filed (†) or
3 unchanged sentences
Exhibit Filing
−Removed: Form of Terms and Conditions for Stock Options granted under the Match Group, Inc.
−Removed: (Former Match Group) 2017 Stock and Annual Incentive Plan (1)
−Removed: 10-Q 001-37636 10.1 11/9/2017
Form of Terms and Conditions for Restricted Stock Units granted under the Match Group, Inc.
81 unchanged sentences
8-K 001-34148 10.1 3/31/2021
+Added: Amendment No.
+Added: 8 dated as of June 21, 2023 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, as further amended as of February 13, 2020 and as further amended as of March 26, 2021, 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
+Added: 10-Q 001-34148 10.1 8/3/2023
Subsidiaries of the Registrant as of December 31, 2023
Consent of Ernst & Young LLP.
−Removed: Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Chief Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Incorporated by Reference Filed (†) or
3 unchanged sentences
Exhibit Filing
+Added: Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of the Chief Executive Officer pursuant to 18 U.S.C.
+Added: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Match Group, Inc.
+Added: Compensation Recoupment Policy
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
58 unchanged sentences
Deferred tax valuation allowance 71,090 15,969 (e)
−Removed: ( 17,084 ) (c)
Other reserves 3,380
______________________
−Removed: (a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the recovery of previous year expenses.
−Removed: (b) Additions to the deferred tax valuation allowance are primarily related to foreign net operating losses.
+Added: (a) Additions to the allowance for credit losses and doubtful accounts are charged to expense, net of the recovery of previous year expenses, if any.
+Added: (b) Additions to the deferred tax valuation allowance are primarily related to certain 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.
2 unchanged sentences
(f) Amount is related to currency translation adjustments on foreign net operating losses.
−Removed: (g) Deductions to the deferred tax valuation allowance are primarily related to foreign net operating losses and foreign interest deductions
+Added: (g) Deductions to the deferred tax valuation allowance are primarily related to U.S.
+Added: foreign tax credits and state NOLs that we now expect to be able to utilize.
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.