Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), management, with the participation of our principal executive officer (Chief Executive Officer) and our principal financial officer (Chief Financial Officer), evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management's control objectives. Management does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. A control system, irrespective of how well it is designed and operated, can only provide reasonable assurance and cannot guarantee that it will succeed in its stated objectives.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework in the Internal Control-Integrated Framework, issued by the COSO, management has concluded that our internal control over financial reporting was effective as of December 31, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing under “Item 8. Financial Statements and Supplementary Data” included elsewhere in this annual report.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in the Exchange Act, Rules 13a-15(f)) that occurred during the quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. Other Information
None.
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ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
As set forth below, the information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated herein by reference to the Company's definitive proxy statement to be used in connection with its 2023 Annual Meeting of Stockholders and which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year ended December 31, 2022 (the “2023 Proxy Statement”), in accordance with General Instruction G(3) of Form 10-K.
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 will be contained in, and is hereby incorporated by reference to, the 2023 Proxy Statement.
ITEM 11. Executive Compensation
The information required by Item 11 will be contained in, and is hereby incorporated by reference to, the 2023 Proxy Statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 12 will be contained in, and is hereby incorporated by reference to, the 2023 Proxy Statement.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 will be contained in, and is hereby incorporated by reference to, the 2023 Proxy Statement.
ITEM 14. Principal Accounting Fees and Services
The information required by Item 14 will be contained in, and is hereby incorporated by reference to, the 2023 Proxy Statement.
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PART IV
ITEM 15. Exhibits, Financial Statement Schedules
( a) List of documents filed as part of this report:
(1) Consolidated Financial Statements of LendingTree, Inc.
Report of Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP.
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2022, 2021 and 2020.
Consolidated Balance Sheets as of December 31, 2022 and 2021.
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2022, 2021 and 2020.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedules of LendingTree, Inc.
All consolidated financial statements and schedules have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.
(3) Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith or incorporated herein by reference to the location indicated below.
Exhibit Number Description Location
2.1 Separation and Distribution Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008.
Exhibit 2.1 to the Registrant's Registration Statement on Form S-1 (No. 333-152700), filed August 1, 2008
2.2 Tax Sharing Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008.
Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed August 25, 2008
2.3 Employee Matters Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008.
Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed August 25, 2008
2.4 Transition Services Agreement among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., dated August 20, 2008.
Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed August 25, 2008
2.5 Spinco Assignment and Assumption Agreement among IAC/InterActiveCorp, Tree.com, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC, dated August 20, 2008.
Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed August 25, 2008
2.6 Asset Purchase Agreement among Home Loan Center, Inc., First Residential Mortgage Network, Inc. dba SurePoint Lending, and the shareholders of First Residential Mortgage Network named therein, dated November 15, 2010.
Exhibit 2.1 to Registrant's Current Report on Form 8-K filed November 16, 2010
2.7 First Amendment to Asset Purchase Agreement among HLC, SurePoint and the shareholders party thereto, dated March 14, 2011.
Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed March 21, 2011
2.8 Second Amendment to Asset Purchase Agreement among HLC, SurePoint and the shareholders party thereto, dated March 15, 2011.
Exhibit 2.2 to the Registrant's Current Report on Form 8-K filed March 21, 2011
2.9 Asset Purchase Agreement among Tree.com, Inc., Home Loan Center, Inc., LendingTree, LLC, HLC Escrow, Inc. and Discover Bank, dated May 12, 2011**
Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed May 16, 2011
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Exhibit Number Description Location
2.10 Asset Purchase Agreement among LendingTree, LLC, RealEstate.com, Inc. and Market Leader, Inc., dated September 15, 2011**
Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed September 21, 2011
2.11 Amendment to Asset Purchase Agreement among Home Loan Center, Inc., HLC Escrow, Inc., LendingTree, LLC, Tree.com, Inc., Discover Bank and Discover Financial Services, dated February 7, 2012**
Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed February 8, 2012
2.12 Membership Interest Purchase Agreement, dated as of November 16, 2016, by and among LendingTree, LLC, Iron Horse Holdings, LLC, all of the members of Iron Horse Holdings, LLC and Christopher J. Mettler. **
Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed November 22, 2016
2.13 Assignment and Assumption Agreement, dated November 2, 2017, by and among General Communication, Inc., Liberty Interactive Corporation, Liberty USA Holdings, LLC, Ventures Holdco, LLC, and LendingTree, Inc.
Exhibit 99.7(D) to the Registrant's Current Report on Form SC 13D/A filed November 3, 2017
2.14 Unit Purchase Agreement dated as of October 4, 2018 by and among LendingTree, LLC, QuoteWizard.com, LLC, all of the members of QuoteWizard.com, LLC, and Scott Peyree as the Securityholders Representative. **
Exhibit 2.1 to the Registrant’s Current Report on Form 8-K/A filed October 12, 2018
2.15 Stock Purchase Agreement dated as of December 20, 2018 by and among LendingTree, LLC, Value Holding Inc., all of the shareholders of Value Holding Inc., and Jonathan Wu as the Sellers’ Representative. **
Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed December 27, 2018
3.1 Amended and Restated Certificate of Incorporation of LendingTree, Inc.
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed August 25, 2008
3.2 Fourth Amended and Restated By-laws of LendingTree, Inc.
Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed November 15, 2017
4.1 Amended and Restated Restricted Share Grant and Shareholders' Agreement, among Forest Merger Corp., LendingTree, Inc., InterActiveCorp and the Grantees named therein, dated July 7, 2003*
Exhibit 10.8 to the Registrant's Registration Statement on Form S-1 (No. 333-152700), filed August 1, 2008
4.2 Registration Rights Agreement among Tree.com, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC, dated August 20, 2008.
Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed August 25, 2008
4.3 Indenture for .0625% Convertible Senior Notes due 2022
Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed May 31, 2017
4.4 Purchase Agreement for .0625% Convertible Senior Notes due 2022
Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed May 31, 2017
4.5 Base Issuer Warrant Transaction
Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed May 31, 2017
4.6 Additional Issuer Warrant Transaction
Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed May 31, 2017
4.7 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
Exhibit 4.7 to the Registrant's Annual Report on Form 10-K filed February 27, 2020
4.8 Indenture, dated as of July 24, 2020, between LendingTree, Inc. and Wilmington Trust, National Association
Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 24, 2020
10.1 Employment Agreement between Douglas Lebda, the Company and LendingTree, LLC, dated November 30, 2020*
Exhibit 10.2 to Registrant's Annual Report on Form 10-K filed March 1, 2021
10.2 LendingTree, Inc. 2017 Inducement Grant Plan*
Exhibit 4.4(A) to the Registrant's Registration Statement on Form S-8 (No. 333-218747), filed June 14, 2017
10.3 Notice of Restricted Stock Unit Award Granted Under the LendingTree, Inc. 2017 Inducement Plan*
Exhibit 4.4(B) to the Registrant's Registration Statement on Form S-8 (No. 333-218747), filed June 14, 2017
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Exhibit Number Description Location
10.4 Restricted Stock Award Agreement*
Exhibit 4.4(C) to the Registrant's Registration Statement on Form S-8 (No. 333-218747), filed June 14, 2017
10.5 2011 Deferred Compensation Plan for Non-Employee Directors*
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed April 30, 2015
10.6 Deferred Compensation Plan for Non-Employee Directors*
Exhibit 10.15 to the Registrant's Registration Statement on Form S-1 (No. 333-152700), filed August 1, 2008
10.7 Standard Terms and Conditions to Restricted Stock Award Letters of Tree.com BU Holding Company, Inc.*
Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed February 3, 2011
10.8 Base Convertible Bond Hedge Transaction
Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed May 31, 2017
10.9 Additional Convertible Bond Hedge Transaction
Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed May 31, 2017
10.10 Credit Agreement, dated as of September 15, 2021
Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed September 16, 2021
10.11 Agreement of Purchase and Sale, by and among LendingTree, LLC and an affiliate of Greenstreet Real Estate Partners, L.P., dated October 17, 2016
Exhibit 10.31 to the Registrant's Annual Report on Form 10-K filed February 28, 2017
10.12 First Amendment to Purchase and Sale, by and among LendingTree, LLC and an affiliate of Greenstreet Real Estate Partners, L.P., dated November 28, 2016
Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed February 28, 2017
10.13 Employment Agreement dated December 21, 2017, among John David Moriarty, LendingTree, Inc., and LendingTree, LLC.*
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed April 27, 2018
10.14 Seventh Amended and Restated LendingTree, Inc. 2008 Stock Plan*
Incorporated by reference from Appendix C to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 29, 2021
10.15 Form of Notice of Stock Option Award Granted Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan*
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2020
10.16 Form of Notice of Restricted Stock Unit Award Granted Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan*
†
10.17 Form of Notice of Stock Option Award Granted to Non- Employee Directors Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan*
Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2020
10.18 Form of Notice of Restricted Stock Unit Award Granted to Non-Employee Directors Under the LendingTree, Inc. 2008 Stock and Annual Incentive Plan*
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2020
10.19 Form of Base Convertible Note Hedge Confirmation
Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed July 24, 2020
10.19 Form of Additional Convertible Note Hedge Confirmation
Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed July 24, 2020
10.21 Form of Base Warrant Confirmation
Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed July 24, 2020
10.22 Form of Additional Warrant Confirmation
Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed July 24, 2020
10.23 LendingTree Executive Severance Pay Plan*
Exhibit 10.41 to the Registrant's Annual Report on Form 10-K filed March 03, 2021
10.24 Memorandum on compensation changes for Trent Ziegler, dated May 12, 2021*
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed August 4, 2021
10.25 LendingTree, Inc. Employee Stock Purchase Plan*
Incorporated by reference from Appendix B to the Registrant's Definitive Proxy Statement on Schedule 14A, filed on April 29, 2021
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Exhibit Number Description Location
10.26 First Amendment to LendingTree, Inc. Employee Stock Purchase Plan*
Exhibit 99.3 to the Registrant's Registration Statement on Form S-8 (No. 333-258391), filed August 3, 2021
10.27 Employment Agreement between Jill Olmstead and the Company, dated October 1, 2018*
Exhibit 10.39 to the Registrant's Annual Report on Form 10-K filed March 1, 2022
10.28 Separation Agreement between Neil Salvage and the Company, dated January 1, 2022*
Exhibit 10.40 to the Registrant's Annual Report on Form 10-K filed March 1, 2022
21.1 Subsidiaries of LendingTree, Inc.
†
23.1 Consent of independent registered public accounting firm.
†
24.1 Power of Attorney (included on signature page of this Annual Report on Form 10-K)
†
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†
32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
††
32.2 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
††
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document †††
101.DEF XBRL Taxonomy Extension Definition Linkbase Document †††
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. †††
101.LAB XBRL Taxonomy Extension Label Linkbase Document †††
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document †††
101.SCH XBRL Taxonomy Extension Schema Document †††
104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101) †††
_______________________________________________________________________________________________________________________________
† Filed herewith.
†† Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
††† Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
* Management contract or compensation plan or arrangement.
** Certain schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
103
+ Portions of this exhibit have been omitted pursuant to a request for confidential treatment and this exhibit has been submitted separately to the SEC.
ITEM 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 27, 2023
LendingTree, Inc.
By: /s/ DOUGLAS R. LEBDA
Douglas R. Lebda
Chairman and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints each of Trent Ziegler and Lisa Young as his or her true and lawful attorney and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney and agent may lawfully do or cause to be done by virtue hereof.
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 and on the dates indicated.
Signature Title Date
/s/ DOUGLAS R. LEBDA Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
February 27, 2023
Douglas R. Lebda
/s/ TRENT ZIEGLER Chief Financial Officer
(Principal Financial Officer)
February 27, 2023
Trent Ziegler
/s/ CARLA SHUMATE Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 27, 2023
Carla Shumate
/s/ GABRIEL DALPORTO Director February 27, 2023
Gabriel Dalporto
/s/ THOMAS DAVIDSON Director February 27, 2023
Thomas Davidson
/s/ MARK ERNST Director February 27, 2023
Mark Ernst
/s/ ROBIN HENDERSON Director February 27, 2023
Robin Henderson
/s/ STEVEN OZONIAN Director February 27, 2023
Steven Ozonian
/s/ DIEGO RODRIGUEZ Director February 27, 2023
Diego Rodriguez
/s/ SARAS SARASVATHY Director February 27, 2023
Saras Sarasvathy
/s/ G. KENNEDY THOMPSON Director February 27, 2023
G. Kennedy Thompson
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