LendingTree, Inc. 10-K

ITEM 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Number LENDINGTREE, INC. AND SUBSIDIARIES: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 54 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets 57 Consolidated Statements of Operations and Comprehensive Income (Loss) 58 Consolidated Statements of Shareholders' Equity 59 Consolidated Statements of Cash Flows 60 Notes to Consolidated Financial Statements 61 53 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of LendingTree, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of LendingTree, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s 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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 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. 54 Table of Contents Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Interim Goodwill Impairment Assessment – Home and Insurance Reporting Units As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $381.5 million as of December 31, 2023, and the goodwill associated with the Home and Insurance reporting units was $59.3 million and $156.1 million, respectively. Goodwill is tested annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. Management may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. At September 29, 2023, the Company’s market capitalization was below the Company’s book value. In addition, considering the effects of the challenging interest rate environment, low for-sale home inventories and the rise in home prices in the Home reporting unit and consumer price inflation negatively impacting carrier underwriting in the Insurance reporting unit, management concluded that a triggering event had occurred and an interim quantitative impairment test was performed as of September 30, 2023. The quantitative impairment test for goodwill involves a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. Upon completing the quantitative interim goodwill impairment test, management concluded that the carrying value of the Insurance reporting unit exceeded its fair value, which resulted in a goodwill impairment charge of $38.6 million, and that the fair value of the Home reporting unit exceeded its carrying amount, indicating no goodwill impairment. Management determines the fair value of the Company’s reporting units by using a market approach and a discounted cash flow analysis. Determining the fair value using a discounted cash flow analysis and market analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, revenue growth rates, marketing spend, direct operating expenses, the amount and timing of expected future cash flows, and market multiples. The principal considerations for our determination that performing procedures relating to the interim goodwill impairment assessment of the Home and Insurance reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Home and Insurance reporting units; (ii) a high degree of auditor judgment , subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, marketing spend, direct operating expenses, the discount rate, and market multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Home and Insurance reporting units. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Home and Insurance reporting units; (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach used by management; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow analysis and market approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, marketing spend, direct operating expenses, the discount rate, and market multiples. Evaluating management’s assumptions related to revenue growth rates, marketing spend, and direct operating expenses involved considering (i) the current and past performance of the Home and Insurance reporting units and (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit, and for revenue growth rates (iii) the consistency with external market and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow analysis and market approach and (ii) the reasonableness of the assumptions related to the discount rate and market multiples. Equity Investment Impairment Assessment – Stash Investment As described in Notes 2 and 8 to the consolidated financial statements, in the third quarter of 2023, management determined there was an impairment indicator related to the Company’s Stash investment and performed a valuation of the investment, which resulted in an impairment charge of $113.1 million. The equity investments do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its investments. The equity investments are carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments. Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. Management determined the fair value by using a market approach and a discounted cash 55 Table of Contents flow analysis. Determining the fair value using a discounted cash flow analysis and market analysis requires the exercise of significant judgments, including judgments about the appropriate discount rate, perpetual growth rates, including short-term revenue and EBITDA, the amount and timing of expected future cash flows, and the revenue exit multiple. The principal considerations for our determination that performing procedures relating to the equity investment impairment assessment of the Stash investment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Stash investment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to short-term revenue and EBITDA growth rates, the discount rate, and the revenue exit multiple; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s equity investment impairment assessment, including controls over the valuation of the Stash investment. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Stash investment; (ii) evaluating the appropriateness of the discounted cash flow analysis and market approach used by management; (iii) testing the completeness and accuracy of the underlying data used in the discounted cash flow analysis and market approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to short-term revenue and EBITDA growth rates, the discount rate, and the revenue exit multiple. Evaluating management’s assumptions related to short-term revenue and EBITDA growth rates involved considering (i) the current and past performance of the Stash investment and (ii) the consistency with market data. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow analysis and market approach and (ii) the reasonableness of the assumptions related to the discount rate and the revenue exit multiple. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 28, 2024 We have served as the Company’s auditor since 2012. 56 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2023 December 31, 2022 (in thousands, except par value and share amounts) ASSETS: Cash and cash equivalents $ 112,051 $ 298,845 Restricted cash and cash equivalents 5 124 Accounts receivable (net of allowance of $ 2,222 and $ 2,317 , respectively) 54,954 83,060 Prepaid and other current assets 29,472 26,250 Assets held for sale (Note 9) — 5,689 Total current assets 196,482 413,968 Property and equipment (net of accumulated depreciation of $ 36,827 and $ 33,851 , respectively) 50,481 59,160 Operating lease right-of-use assets 57,222 67,050 Goodwill 381,539 420,139 Intangible assets, net 50,620 58,315 Equity investments (Note 8) 60,076 174,580 Other non-current assets 6,339 6,101 Total assets $ 802,759 $ 1,199,313 LIABILITIES: Current portion of long-term debt $ 3,125 $ 2,500 Accounts payable, trade 1,960 2,030 Accrued expenses and other current liabilities 70,544 75,095 Liabilities held for sale (Note 9) — 2,909 Total current liabilities 75,629 82,534 Long-term debt 525,617 813,516 Operating lease liabilities 75,023 88,232 Deferred income tax liabilities 2,091 6,783 Other non-current liabilities 267 308 Total liabilities 678,627 991,373 Commitments and contingencies (Notes 16 and 17) SHAREHOLDERS' EQUITY: Preferred stock $ .01 par value; 5,000,000 shares authorized; none issued or outstanding — — Common stock $ .01 par value; 50,000,000 shares authorized; 16,396,911 and 16,167,184 shares issued, respectively, and 13,041,445 and 12,811,718 shares outstanding, respectively 164 162 Additional paid-in capital 1,227,849 1,189,255 Accumulated deficit ( 837,703 ) ( 715,299 ) Treasury stock; 3,355,466 and 3,355,466 shares, respectively ( 266,178 ) ( 266,178 ) Total shareholders' equity 124,132 207,940 Total liabilities and shareholders' equity $ 802,759 $ 1,199,313 The accompanying notes to consolidated financial statements are an integral part of these statements. 57 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Year Ended December 31, 2023 2022 2021 (in thousands, except per share amounts) Revenue $ 672,502 $ 984,992 $ 1,098,499 Costs and expenses: Cost of revenue (exclusive of depreciation and amortization shown separately below) 38,758 57,769 57,297 Selling and marketing expense 433,588 702,238 773,990 General and administrative expense 117,700 152,383 153,472 Product development 47,197 55,553 52,865 Depreciation 19,070 20,095 17,910 Amortization of intangibles 7,694 25,306 42,738 Goodwill impairment 38,600 — — Change in fair value of contingent consideration — — ( 8,249 ) Restructuring and severance 10,118 4,428 53 Litigation settlements and contingencies 388 ( 18 ) 392 Total costs and expenses 713,113 1,017,754 1,090,468 Operating (loss) income ( 40,611 ) ( 32,762 ) 8,031 Other (expense) income, net: Interest income (expense), net 21,685 ( 26,014 ) ( 46,867 ) Other (expense) income ( 105,993 ) 3,843 123,272 (Loss) income before income taxes ( 124,919 ) ( 54,933 ) 84,436 Income tax benefit (expense) 2,515 ( 133,019 ) ( 11,298 ) Net (loss) income from continuing operations ( 122,404 ) ( 187,952 ) 73,138 Loss from discontinued operations, net of tax — — ( 4,023 ) Net (loss) income and comprehensive (loss) income $ ( 122,404 ) $ ( 187,952 ) $ 69,115 Weighted average shares outstanding: Basic 12,941 12,793 13,199 Diluted 12,941 12,793 13,695 (Loss) income per share from continuing operations: Basic $ ( 9.46 ) $ ( 14.69 ) $ 5.54 Diluted $ ( 9.46 ) $ ( 14.69 ) $ 5.34 Loss per share from discontinued operations: Basic $ — $ — $ ( 0.30 ) Diluted $ — $ — $ ( 0.29 ) Net (loss) income per share: Basic $ ( 9.46 ) $ ( 14.69 ) $ 5.24 Diluted $ ( 9.46 ) $ ( 14.69 ) $ 5.05 The accompanying notes to consolidated financial statements are an integral part of these statements. 58 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Common Stock Treasury Stock Total Number of Shares Amount Additional Paid-in Capital Accumulated Deficit Number of Shares Amount (in thousands) Balance as of December 31, 2020 $ 364,761 15,766 $ 158 $ 1,188,673 $ ( 640,909 ) 2,641 $ ( 183,161 ) Net income and comprehensive income 69,115 — — — 69,115 — — Non-cash compensation 68,555 — — 68,555 — — — Purchase of treasury stock ( 40,008 ) — — — — 335 ( 40,008 ) Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 14,423 ) 305 3 ( 14,426 ) — — — Other ( 8 ) — — ( 8 ) — — — Balance as of December 31, 2021 $ 447,992 16,071 $ 161 $ 1,242,794 $ ( 571,794 ) 2,976 $ ( 223,169 ) Net loss and comprehensive loss ( 187,952 ) — — — ( 187,952 ) — — Non-cash compensation 59,624 — — 59,624 — — — Purchase of treasury stock ( 43,009 ) — — — — 379 ( 43,009 ) Issuance of common stock for stock options, restricted stock awards and restricted stock units, net of withholding taxes ( 3,412 ) 96 1 ( 3,413 ) — — — Cumulative effect adjustment due to ASU 2020-06 ( 65,303 ) — — ( 109,750 ) 44,447 — — Balance as of December 31, 2022 $ 207,940 16,167 $ 162 $ 1,189,255 $ ( 715,299 ) 3,355 $ ( 266,178 ) Net loss and comprehensive loss ( 122,404 ) — — — ( 122,404 ) — — Non-cash compensation 39,682 — — 39,682 — — — Issuance of common stock for stock options, employee stock purchase plan, restricted stock awards and restricted stock units, net of withholding taxes ( 1,087 ) 230 2 ( 1,089 ) — — — Other 1 — — 1 — — — Balance as of December 31, 2023 $ 124,132 16,397 $ 164 $ 1,227,849 $ ( 837,703 ) 3,355 $ ( 266,178 ) The accompanying notes to consolidated financial statements are an integral part of these statements. 59 Table of Contents LENDINGTREE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2023 2022 2021 (in thousands) Cash flows from operating activities attributable to continuing operations: Net (loss) income and comprehensive (loss) income $ ( 122,404 ) $ ( 187,952 ) $ 69,115 Less: Loss from discontinued operations, net of tax — — 4,023 (Loss) income from continuing operations ( 122,404 ) ( 187,952 ) 73,138 Adjustments to reconcile income from continuing operations to net cash provided by operating activities attributable to continuing operations: Loss on impairments and disposal of assets 5,437 6,590 3,465 Amortization of intangibles 7,694 25,306 42,738 Depreciation 19,070 20,095 17,910 Non-cash compensation expense 39,682 59,624 68,555 Deferred income taxes ( 4,692 ) 132,666 10,908 Change in fair value of contingent consideration — — ( 8,249 ) Bad debt expense 1,752 4,101 2,472 Amortization of debt issuance costs 3,137 6,432 5,992 Write-off of previously-capitalized debt issuance costs — — 1,066 Amortization of debt discount — 1,475 30,695 Reduction in carrying amount of ROU asset, offset by change in operating lease liabilities ( 4,404 ) ( 1,547 ) 12,807 Gain on settlement of convertible debt ( 48,562 ) — — Loss (gain) on investments 114,504 — ( 123,272 ) Loss on impairment of goodwill 38,600 — — Changes in current assets and liabilities: Accounts receivable 27,706 9,143 ( 10,289 ) Prepaid and other current assets ( 2,977 ) ( 4,313 ) ( 4,902 ) Accounts payable, accrued expenses and other current liabilities ( 5,541 ) ( 28,418 ) ( 1,537 ) Income taxes receivable ( 140 ) 214 10,680 Other, net ( 1,291 ) ( 449 ) ( 921 ) Net cash provided by operating activities attributable to continuing operations 67,571 42,967 131,256 Cash flows from investing activities attributable to continuing operations: Capital expenditures ( 12,528 ) ( 11,443 ) ( 35,065 ) Purchase of equity investment — ( 16,440 ) ( 1,180 ) Proceeds from the sale of equity investment — — 46,312 Other investing activities 50 7 — Net cash (used in) provided by investing activities attributable to continuing operations ( 12,478 ) ( 27,876 ) 10,067 Cash flows from financing activities attributable to continuing operations: Payments related to net-share settlement of stock-based compensation, net of proceeds from exercise of stock options ( 1,088 ) ( 3,411 ) ( 14,423 ) Purchase of treasury stock — ( 43,009 ) ( 40,008 ) Proceeds from term loan — 250,000 — Repayment of term loan ( 1,875 ) ( 1,250 ) — Repurchases of 0.50 % Convertible Senior Notes ( 237,464 ) — — Repayment of 0.625 % Convertible Senior Notes — ( 169,659 ) — Payment of debt issuance costs ( 1,580 ) ( 135 ) ( 6,385 ) Payment of original issue discount on term loan — — ( 2,500 ) Other financing activities 1 — ( 31 ) Net cash (used in) provided by financing activities attributable to continuing operations ( 242,006 ) 32,536 ( 63,347 ) Total cash (used in) provided by continuing operations ( 186,913 ) 47,627 77,976 Discontinued operations: Net cash provided by operating activities attributable to discontinued operations — — 3,317 Total cash provided by discontinued operations — — 3,317 Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ( 186,913 ) 47,627 81,293 Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period 298,969 251,342 170,049 Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period $ 112,056 $ 298,969 $ 251,342 Non-cash investing activities: (Decrease) increase in capital expenditures included in accounts payable and accrued expenses $ ( 377 ) $ ( 294 ) $ ( 4,793 ) Supplemental cash flow information: Interest paid $ 23,685 $ 19,017 $ 8,912 Income tax payments 1,283 404 186 Income tax refunds 100 287 10,503 The accompanying notes to consolidated financial statements are an integral part of these statements. 60 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1— ORGANIZATION Company Overview LendingTree, Inc. is the parent of LT Intermediate Company, LLC, which holds all of the outstanding ownership interests of LendingTree, LLC, and LendingTree, LLC owns several companies (collectively, “LendingTree” or the “Company”). LendingTree operates what it believes to be the leading online consumer platform that connects consumers with the choices they need to be confident in their financial decisions. The Company offers consumers tools and resources, including free credit scores, that facilitate comparison-shopping for mortgage loans, home equity loans and lines of credit, auto loans, credit cards, deposit accounts, personal loans, student loans, small business loans, insurance quotes, sales of insurance policies and other related offerings. The Company primarily seeks to match in-market consumers with multiple providers on its marketplace who can provide them with competing quotes for loans, deposit products, insurance or other related offerings they are seeking. The Company also serves as a valued partner to lenders and other providers seeking an efficient, scalable and flexible source of customer acquisition with directly measurable benefits, by matching the consumer inquiries it generates with these providers. The consolidated financial statements include the accounts of LendingTree and all its wholly-owned entities, except Home Loan Center, Inc. (“HLC”) subsequent to its bankruptcy filing on July 21, 2019 which resulted in the Company's loss of a controlling interest in HLC under applicable accounting standards. Intercompany transactions and accounts have been eliminated. The HLC bankruptcy case was closed on July 14, 2021. The HLC entity was legally dissolved in the first quarter of 2022. See Note 21—Discontinued Operations for additional information. Discontinued Operations The LendingTree Loans business, which consisted of originating various consumer mortgage loans through HLC (the “LendingTree Loans Business”), is presented as discontinued operations in the accompanying consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) and consolidated cash flows for all periods presented, where applicable. The notes accompanying these consolidated financial statements reflect the Company's continuing operations and, unless otherwise noted, exclude information related to the discontinued operations. See Note 21 — Discontinued Operations for additional information. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). NOTE 2— SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition The Company derives its revenue primarily from match fees and closing fees. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and promised services have transferred to the customer. In identifying performance obligations, judgment is required around contracts where there was a possibility of bundled services and multiple parties. In applying judgment, the Company considers customer expectations of performance, materiality and the core principles of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company's services are generally transferred to the customer at a point in time. Variable consideration is included in revenue if it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Revenue from Home products is primarily generated from upfront match fees paid by mortgage Network Partners that receive a loan request, and in some cases upfront fees for clicks or call transfers. Match fees and upfront fees for clicks and call transfers are earned through the delivery of loan requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a loan request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a loan request to the customer. 61 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue from Consumer products is generated by match and other upfront fees for clicks or call transfers, as well as from closing fees, approval fees and upfront service and subscription fees. Closing fees are derived from lenders on certain auto loans, business loans, personal loans and student loans when the lender funds a loan with the consumer. Approval fees are derived from credit card issuers when the credit card consumer receives card approval from the credit card issuer. Upfront service fees and subscription fees were derived from consumers in the Company's credit services product. Upfront fees paid by consumers were recognized as revenue over the estimated time the consumer was expected to remain a customer and receive services. Subscription fees were recognized over the period a consumer was receiving services. As of the second quarter of 2023, the Company discontinued providing its credit services product to consumers and no longer receives upfront fees and subscription fees. Under ASC Topic 606, the timing of recognizing revenue for closing fees and approval fees is accelerated to the point when a loan request or a credit card consumer is delivered to the customer, as opposed to when the consumer loan is closed by the lender or credit card approval is made by the issuer. The Company's contractual right to closing fees and approval fees is not contemporaneous with the satisfaction of the performance obligation to deliver a loan request or a credit card consumer to the customer. As such, the Company records a contract asset at each reporting period-end related to the estimated variable consideration on closing fees and approval fees for which the Company has satisfied the related performance obligation but are still pending the loan closing or credit card approval before the Company has a contractual right to payment. This estimate is based on the Company's historical closing rates and historical time between when a consumer request for a loan or credit card is delivered to the lender or card issuer and when the loan is closed by the lender or approved by the card issuer. The time between satisfaction of the Company's performance obligation and when the Company's right to consideration becomes unconditional varies across products but is generally less than 90 days for auto loans, personal loans, student loans and credit card approvals. The time between satisfaction of the Company's performance obligation and when the Company's right to consideration becomes unconditional for small business loans is generally less than 5 years. Revenue from the Company's Insurance products is primarily generated from upfront match fees and upfront fees for website clicks or fees for calls. Match fees and upfront fees for clicks and call transfers are earned through the delivery of consumer requests that originated through the Company's websites or affiliates. The Company recognizes revenue at the time a consumer request is delivered to the customer, provided that no significant obligations remain. The Company's contractual right to the match fee consideration is contemporaneous with the satisfaction of the performance obligation to deliver a consumer request to the customer. Our payment terms vary by customer and services offered. The term between invoicing and when payment is due is generally 30 days or less. Sales commissions are incremental costs of obtaining contracts with customers. The Company expenses sales commissions when incurred as the duration of contracts with customers is less than one year, based on the right of either party to terminate the contract with less than one year's notice without compensation to either party. These costs are recorded within selling and marketing expense on the consolidated statements of operations and comprehensive income (loss). Cash and Cash Equivalents Cash and cash equivalents include cash and short-term, highly liquid money market investments with original maturities of three months or less. Restricted Cash Cash escrowed or contractually restricted for a specific purpose is designated as restricted cash. Accounts Receivable Accounts receivable are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the length of time accounts receivable are past due, previous loss history, current and expected economic conditions and the specific customer's current and expected ability to pay its obligation. Accounts receivable are considered past due when they are outstanding longer than the contractual payment terms. Accounts receivable are written off when management deems them uncollectible. 62 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the beginning and ending balances of the allowance for doubtful accounts is as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Balance, beginning of the period $ 2,317 $ 1,456 $ 1,402 Charges to earnings 1,752 4,101 2,472 Write-off of uncollectible accounts receivable ( 2,274 ) ( 2,869 ) ( 2,424 ) Recoveries collected 56 — 6 Assets held for sale (Note 9) 371 ( 371 ) — Balance, end of the period $ 2,222 $ 2,317 $ 1,456 Segment Reporting The Company has three reportable segments: Home, Consumer, and Insurance. Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the chief operating decision maker, or CODM, for the purpose of assessing performance and allocating resources. Property and Equipment Property and equipment, including internally-developed software and significant improvements, are recorded at cost less accumulated depreciation. Due to the rapid advancements in technology and evolution of company products, all internally-developed software is written off at the end of its useful life. Repairs and maintenance and any gains or losses on dispositions are recognized as incurred in current operations. Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over their estimated service lives. The following table presents the estimated useful lives for each asset category: Asset Category Estimated Useful Lives Computer equipment and capitalized software 1 to 5 years Leasehold improvements Lesser of asset life or life of lease Furniture and other equipment 7 years Aircraft 10 years Hosting Arrangement that is a Service Contract Subsequent to the adoption of ASU 2018-15 in the first quarter of 2020, as described below, qualifying implementation costs incurred in a hosting arrangement that is a service contract are capitalized and deferred on a straight-line basis over the term of the hosting arrangement, which is typically one to five years . These costs are capitalized to prepaid and other current assets and other non-current assets on the balance sheet, and the associated amortization expense is included within general and administrative expense on the statement of operations and comprehensive income (loss). The majority of such capitalized implementation costs arise from internal and external labor associated with software development , described below. Software Development Costs Software development costs primarily include internal and external labor expenses incurred to develop the software that powers the Company's websites. Certain costs incurred during the application development stage are capitalized, either as property and equipment or as a hosting arrangement that is a service contract, based on specific activities tracked, while costs incurred during the preliminary project stage and post-implementation/operation stage are expensed as incurred. Capitalized software development costs are amortized over an estimated useful life of one to five years . Goodwill and Indefinite-Lived Intangible Assets Goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill and indefinite-lived intangible assets, consisting of certain trade names and 63 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS trademarks, are not amortized. Rather, these assets are tested annually for impairment as of October 1, or more frequently upon the occurrence of certain events or substantive changes in circumstances. As part of its annual impairment testing of goodwill and indefinite-lived intangible assets, in each instance, the Company may elect to assess qualitative factors as a basis for determining whether it is necessary to perform the traditional quantitative impairment testing. If the Company’s assessment of these qualitative factors indicates that it is not more likely than not that the fair value of the reporting unit or indefinite-lived intangible asset is less than its carrying value, then no further testing is required. Otherwise, the goodwill reporting unit or long-lived intangible assets, as applicable, must be quantitatively tested for impairment. The quantitative impairment test for goodwill involves a comparison of the fair value of a reporting unit with its carrying amount, including goodwill. The Company determines the fair value of its reporting units by using a market approach and a discounted cash flow (“DCF”) analysis. Determining fair value using a DCF analysis and market analysis requires the exercise of significant judgments, including judgments about appropriate discount rates, revenue growth rates, marketing spend, direct operating expenses, the amount and timing of expected future cash flows, and market multiples. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The quantitative impairment test for indefinite-lived intangible assets involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of indefinite-lived intangible assets are determined using a DCF valuation analysis that employs a relief-from-royalty methodology in estimating the fair value of trade names and trademarks. Significant judgments inherent in this analysis include the determination of royalty rates, discount rates, perpetual growth rates and the amount and timing of future revenues. Results of the October 1, 2023, 2022 and 2021 qualitative annual impairment tests indicated that it is not more likely than not that the fair value of the goodwill and the indefinite-lived intangible assets were each less than their respective carrying values. Accordingly, no further testing was required. At December 31, 2023, the Company performed its quarterly review of impairment triggering events for goodwill and determined that a triggering event had not occurred. Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets include property and equipment, definite-lived intangible assets and operating lease right-of-use assets. Amortization of definite-lived intangible assets is recorded on a straight-line basis over their estimated lives. Capitalized implementation costs incurred in a hosting arrangement that is a service contract are also allocated to and included within long-lived asset groups tested for recoverability. Long-lived asset groups are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The carrying amount of a long-lived asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset group exceeds its fair value. At December 31, 2023 and 2022, the Company performed its review of impairment triggering events for long-lived asset groups and determined that a triggering event had not occurred. Assets and Liabilities Held for Sale The Company classifies assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: • Management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; • The asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; • An active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; 64 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • The sale of the asset or disposal group is probable and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the asset or disposal group beyond one year; • The asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A long-lived asset or disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. The fair value of a long-lived asset or disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale. Equity Investments The equity investments do not have a readily determinable fair value and, upon acquisition, the Company elected the measurement alternative to value its investments. Accordingly, the equity investments will be carried at cost less impairment, if any, and subsequently measured to fair value upon observable price changes in an orderly transaction for the identical or similar investments. Additionally, if a qualitative assessment identifies impairment indicators, then the equity investments must be evaluated for impairment and written down to its fair value, if it is determined that the fair value is less than the carrying value. Any gains or losses are included within other (expense) income in the consolidated statement of operations and comprehensive income. Fair Value Measurements The Company categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the assumptions used in pricing the asset or liability into the following three levels: • Level 1 : Observable inputs, such as quoted prices for identical assets and liabilities in active markets obtained from independent sources. • Level 2 : Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. • Level 3 : Unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions, based on the best information available under the circumstances, about the assumptions market participants would use in pricing the asset or liability. The Company's non-financial assets, such as goodwill, intangible assets and property and equipment are recorded at fair value upon acquisition. These assets are remeasured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. The Company's estimates of fair value are based upon assumptions believed to be reasonable but which are uncertain and involve significant judgments by management. Any changes in the fair value of these contingent consideration payments are included in operating income in the consolidated statements of operations and comprehensive income (loss). At December 31, 2023, the Company had no outstanding contingent consideration arrangements. Cost of Revenue Cost of revenue consists primarily of expenses associated with compensation and other employee-related costs (including stock-based compensation) related to internally-operated customer call centers, third-party customer call center fees, credit scoring fees, credit card fees, website network hosting and server fees. 65 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Product Development Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation), as well as third-party labor costs that are not capitalized, for employees and consultants engaged in the design, development, testing and enhancement of technology. Advertising and Promotional Expense Advertising and promotional costs are expensed in the period incurred (except for production costs which are initially capitalized and then recognized as expense when the advertisement first runs) and principally represent offline costs, including television, print and radio advertising, and online advertising costs, including fees paid to search engines and distribution partners. Advertising and promotional expense was $ 391.6 million, $ 647.3 million and $ 716.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is included in selling and marketing expense on the consolidated statements of operations and comprehensive income (loss). Income Taxes Income taxes are accounted for under the liability method and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In estimating future tax consequences, all expected future events are considered. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. Interest is recorded on potential tax contingencies as a component of income tax expense and recorded net of any applicable related income tax benefit. For the year ended December 31, 2021, the Company followed the incremental or “with” and “without” approach to intraperiod tax allocation for determination of the amount of tax benefit to allocate to continuing operations as prescribed in ASC 740-20-45-7. In accordance with the accounting standard for uncertainty in income taxes, liabilities for uncertain tax positions are recognized based on the two-step process prescribed by the accounting standards. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Stock-Based Compensation The forms of stock-based awards granted to LendingTree employees are principally restricted stock units (“RSUs”), RSUs with performance conditions, stock options, and employee stock purchases related to the Employee Stock Purchase Plan (“Employee Stock Purchase Rights”). Further, stock options with market conditions, restricted stock awards (“RSAs”) with performance conditions and RSAs with market conditions have been granted to the Company's Chairman and Chief Executive Officer. RSUs are awards in the form of units, denominated in a hypothetical equivalent number of shares of LendingTree common stock and with the value of each award equal to the fair value of LendingTree common stock at the date of grant. RSUs may be settled in cash, stock or both, as determined by the Company's Compensation Committee at the time of grant. The Company does not have a history of settling these awards in cash. Each stock-based award is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. The Compensation Committee can modify the vesting provisions of an award. Certain awards also include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. LendingTree recognizes as expense non-cash compensation for all stock-based awards for which vesting is considered probable. Forfeitures are recognized when they occur. For service-based awards, non-cash compensation is measured at fair value on the grant date and expensed ratably over the vesting term. The fair value of stock option awards without a market condition and Employee Stock Purchase Rights are typically estimated using the Black-Scholes option pricing model, while the fair value of an RSU or RSA is measured as the closing common stock price at the time of grant. For performance-based grants, the fair value is measured on the grant date and recognized as non-cash compensation expense, considering the probability of the targets being achieved. Performance-based grants with a market condition are typically valued using a Monte Carlo simulation model. Non-cash compensation expense for single cliff-vesting grants with a market condition are recognized on a straight-line basis, while graded-vesting grants with a market condition use graded vesting expense attribution. 66 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Excess tax benefits and deficiencies that arise due to the difference in the measure of stock compensation and the amount deductible for tax purposes are recorded in income tax expense within the consolidated statement of operations and comprehensive income (loss), and are classified as a component of operating cash flows within the consolidated statements of cash flows. Litigation Settlements and Contingencies Litigation settlements and contingencies consists of expenses related to actual or anticipated litigation settlements. The Company is involved in legal proceedings on an ongoing basis. If the Company believes that a loss arising from such matters is probable and can be reasonably estimated, the estimated liability is accrued in the consolidated financial statements. If only a range of estimated losses can be determined, an amount within the range is accrued that, in the Company's judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, the low end of the range is accrued. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, an estimate of the reasonably possible loss or range of losses or a conclusion that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) are not material is disclosed. Legal expenses associated with these matters are recognized as incurred . Accounting Estimates Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Significant estimates underlying the accompanying consolidated financial statements, including discontinued operations, include: the recoverability of long-lived assets, goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; fair value of assets acquired in a business combination; contingent consideration related to business combinations; litigation accruals; contract assets; various other allowances, reserves and accruals; assumptions related to the determination of stock-based compensation; and the determination of right-of-use assets and lease liabilities. Certain Risks and Concentrations LendingTree's business is subject to certain risks and concentrations including dependence on third-party technology providers, exposure to risks associated with online commerce security and credit card fraud. Financial instruments, which potentially subject the Company to concentration of credit risk at December 31, 2023, consist primarily of cash and cash equivalents and accounts receivable, as disclosed in the consolidated balance sheet. Cash and cash equivalents are in excess of Federal Deposit Insurance Corporation insurance limits, but are maintained with quality financial institutions of high credit. The Company requires certain Network Partners to maintain security deposits with the Company, which, in the event of non-payment, would be applied against any accounts receivable outstanding. Due to the nature of the mortgage lending industry, interest rate fluctuations may negatively impact future revenue from the Company's marketplace. For the years ended December 31, 2023 and December 31, 2022, and December 31, 2021 there were no network partners accounting for more than 10% of total revenue. Lenders and lead purchasers participating on the Company's marketplace can offer their products directly to consumers through brokers, mass marketing campaigns or through other traditional methods of credit distribution. These lenders and lead purchasers can also offer their products online, either directly to prospective borrowers, through one or more online competitors, or both. If a significant number of potential consumers are able to obtain loans and other products from Network Partners without utilizing the Company's services, the Company's ability to generate revenue may be limited. Because the Company does not have exclusive relationships with the Network Partners whose loans and other financial products are offered on its online marketplace, consumers may obtain offers from these Network Partners without using its service. Other than a support services office in India, the Company's operations are geographically limited to and dependent upon the economic condition of the United States. 67 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recently Adopted Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, which simplifies the accounting for convertible instruments, amends the derivatives scope exception guidance for contracts in an entity’s own equity, and amends the related earnings-per-share guidance. Under the new guidance, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. Additionally, the new guidance requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. This ASU is effective for annual and interim reporting periods beginning after December 15, 2021, with early adoption permitted for periods beginning after December 15, 2020. An entity may adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective transition approach and recognized the cumulative effect of initially applying ASU 2020-06 as a $ 44.4 million adjustment to the opening balance of accumulated deficit, comprised of $ 60.8 million for the interest adjustment, net of $ 16.4 million for the related tax impacts. The recombination of the equity conversion component of our convertible debt remaining outstanding caused a reduction in additional paid-in capital and an increase in deferred income tax assets. The removal of the remaining debt discounts recorded for this previous separation had the effect of increasing our net debt balance. ASU 2020-06 also requires the dilutive impact of convertible debt instruments to utilize the if-converted method when calculating diluted earnings per share and the result is more dilutive. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods. See Note 15—Debt for further information. The cumulative effect of the changes made to the consolidated January 1, 2022 balance sheet for the adoption of ASU 2020-06 were as follows (in thousands): December 31, 2021 Adjustments due to ASU 2020-06 January 1, 2022 Assets: Deferred income tax assets $ 87,581 $ 23,979 $ 111,560 Liabilities: Current portion of long-term debt $ 166,008 $ 3,213 $ 169,221 Long-term debt 478,151 86,069 564,220 Shareholders' equity: Additional paid-in capital $ 1,242,794 $ ( 109,750 ) $ 1,133,044 Accumulated deficit ( 571,794 ) 44,447 ( 527,347 ) The adoption of ASU 2020-06 did not impact our cash flows or compliance with debt covenants. In May 2021, the FASB issued ASU 2021-04 to clarify and reduce diversity in accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The amendments clarify that a modification of the terms or conditions, or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange, should be accounted for as an exchange of the original instrument for a new instrument. This ASU is effective for annual and interim reporting periods beginning after December 15, 2021. Early adoption is permitted, including adoption in interim periods. An entity should adopt the guidance as of the beginning of its annual fiscal year. The amendments should be applied prospectively to modifications or exchanges occurring on or after the date of adoption. The Company adopted ASU 2021-04 in the second quarter of 2021. In December 2019, the FASB issued ASU 2019-12, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to improve consistency among reporting entities. This ASU is effective for annual and interim reporting periods beginning after December 15, 2020. Early adoption is permitted, including adoption in interim periods. Entities electing early adoption must adopt all amendments in the same period. Most amendments must be applied prospectively while others are to be applied on a 68 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS retrospective basis for all periods presented or a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted ASU 2019-12 in the first quarter of 2021. The amendments applicable to the Company required prospective application, and do not have material impacts to its consolidated financial statements. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07 which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted, including adoption in interim periods. An entity should adopt the guidance as of the beginning of the earliest period presented. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. In December 2023, the FASB issued ASU 2023-09 which expands annual disclosure requirements for income taxes, primarily through disclosure about disaggregated information about an entity's effective tax rate reconciliation and information on income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to adopt the guidance retrospectively. The Company is evaluating the impact this ASU will have on its consolidated financial statements and whether to early adopt. NOTE 3— REVENUE Revenue is as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Revenue: Home $ 143,753 $ 289,383 $ 441,738 Credit cards 62,000 100,229 93,420 Personal loans 100,124 144,148 110,099 Other Consumer 116,821 151,732 126,426 Consumer 278,945 396,109 329,945 Insurance 249,605 299,073 326,153 Other 199 427 663 Total revenue $ 672,502 $ 984,992 $ 1,098,499 The contract asset recorded within prepaid and other current assets on the consolidated balance sheets related to estimated variable consideration was $ 13.7 million and $ 12.2 million on December 31, 2023 and 2022, respectively. The contract liability recorded within accrued expenses and other current liabilities on the consolidated balance sheets related to upfront fees paid by consumers in the Company's Consumer business was $ 0.9 million at December 31, 2022. As the contract liability was in the Ovation business that was closed during 2023, there is no contract liability at December 31, 2023. During 2023, the Company recognized revenue of $ 0.9 million that was included in the contract liability balance at December 31, 2022. During 2022, the Company recognized revenue of $ 0.8 million that was included in the contract liability balance at December 31, 2021. Revenue recognized in any reporting period includes estimated variable consideration for which the Company has satisfied the related performance obligations but are still pending the occurrence or non-occurrence of a future event outside the Company's control (such as lenders providing loans to consumers or credit card approvals of consumers) before the Company has a contractual right to payment. The Company recognizes increases or decreases to such revenue from prior periods. The Company recognized an immaterial increase to such revenue from prior periods in 2023, and increases to such revenue from prior periods of $ 0.5 million and $ 0.7 million in 2022 and 2021, respectively. 69 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4— CASH AND RESTRICTED CASH Total cash, cash equivalents, restricted cash and restricted cash equivalents consist of the following (in thousands) : December 31, 2023 December 31, 2022 Cash and cash equivalents $ 112,051 $ 298,845 Restricted cash and cash equivalents 5 124 Total cash, cash equivalents, restricted cash and restricted cash equivalents $ 112,056 $ 298,969 NOTE 5— PROPERTY AND EQUIPMENT The balance of property and equipment, net is as follows (in thousands) : December 31, 2023 December 31, 2022 Computer equipment and capitalized software $ 39,421 $ 42,710 Leasehold improvements 32,502 33,776 Furniture and other equipment 8,853 9,635 Aircraft 2,598 2,598 Projects in progress 3,934 4,292 Total gross property and equipment 87,308 93,011 Accumulated depreciation ( 36,827 ) ( 33,851 ) Total property and equipment, net $ 50,481 $ 59,160 Unamortized capitalized software development costs recorded in property and equipment, whether in service or under development, are $ 17.5 million and $ 19.0 million at December 31, 2023 and 2022, respectively. Capitalized software development depreciation expense was $ 13.4 million, $ 14.1 million and $ 13.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Long-lived assets located outside the United States, the Company's country of domicile, were immaterial at December 31, 2023 and December 31, 2022. NOTE 6— HOSTING ARRANGEMENTS The balance of capitalized implementation costs incurred in a hosting arrangement that is a service contract, which are recorded within prepaid and other current assets and other non-current assets, is as follows (in thousands) : December 31, 2023 December 31, 2022 Current portion Non-current portion Current portion Non-current portion Capitalized implementation costs $ 2,646 $ 5,679 $ 2,558 $ 4,997 Projects in progress 934 1,869 247 560 Total gross 3,580 7,548 2,805 $ 5,557 Accumulated amortization ( 1,179 ) ( 3,457 ) ( 576 ) ( 2,754 ) Total net $ 2,401 $ 4,091 $ 2,229 $ 2,803 Amortization expense included within general and administrative expense on the consolidated statement of operations and comprehensive income (loss) associated with these capitalized implementation costs was $ 3.5 million, $ 2.5 million and $ 1.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. 70 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7— GOODWILL AND INTANGIBLE ASSETS The balance of goodwill, net is as follows (in thousands) : Goodwill Accumulated Impairment Loss Net Goodwill Balance at December 31, 2021 $ 903,227 $ ( 483,088 ) $ 420,139 Changes in goodwill — — — Balance at December 31, 2022 $ 903,227 $ ( 483,088 ) $ 420,139 Changes in goodwill — ( 38,600 ) ( 38,600 ) Balance at December 31, 2023 $ 903,227 $ ( 521,688 ) $ 381,539 The balance of intangible assets, net is as follows (in thousands) : December 31, 2023 December 31, 2022 Intangible assets with indefinite lives $ 10,142 $ 10,142 Intangible assets with definite lives, net 40,478 48,173 Total intangible assets, net $ 50,620 $ 58,315 Goodwill and Indefinite-Lived Intangible Assets The Company's goodwill at December 31, 2023 consists of $ 59.3 million associated with the Home reporting unit, $ 166.1 million associated with the Consumer reporting unit, and $ 156.1 million associated with the Insurance reporting unit. During the third quarter of 2023, the Company’s market capitalization declined significantly compared to the second quarter of 2023. The closing stock price on September 29, 2023 was $ 15.50 reflecting a market capitalization below the Company's book value. In addition, the effects of the challenging interest rate environment, low for-sale home inventories and the rise in home prices in the Home reporting unit and consumer price inflation negatively impacting carrier underwriting in the Insurance reporting unit continued to provide revenue headwinds. Based on these factors, it was concluded that a triggering event had occurred and an interim quantitative impairment test was performed as of September 30, 2023. Upon completing the quantitative goodwill impairment test, the Company concluded that the carrying value of the Insurance reporting unit exceeded its fair value which resulted in a goodwill impairment charge of $ 38.6 million. The fair value of the Home and Consumer reporting units exceeded their carrying amounts, indicating no goodwill impairment. The fair values of each reporting unit were determined using a combination of the income approach and the market approach valuation methodologies. Intangible assets with indefinite lives relate to the Company's trademarks. Intangible Assets with Definite Lives Intangible assets with definite lives relate to the following (dollars in thousands) : Weighted Average Amortization Life Cost Accumulated Amortization Net Customer lists 13.3 years 76,100 ( 35,644 ) 40,456 Trademarks and tradenames 5.0 years 1,300 ( 1,278 ) 22 Balance at December 31, 2023 $ 77,400 $ ( 36,922 ) $ 40,478 Weighted Average Amortization Life Cost Accumulated Amortization Net Customer lists 13.2 years 77,300 ( 30,775 ) 46,525 Trademarks and tradenames 4.9 years 10,100 ( 8,452 ) 1,648 Balance at December 31, 2022 $ 87,400 $ ( 39,227 ) $ 48,173 71 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2023 certain trademarks and tradenames and customer list intangible assets became fully amortized, reducing the cost and accumulated amortization in the table above. Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on balances as of December 31, 2023, future amortization is estimated to be as follows (in thousands) : Amortization Expense Year ending December 31, 2024 $ 5,889 Year ending December 31, 2025 5,830 Year ending December 31, 2026 5,504 Year ending December 31, 2027 5,198 Year ending December 31, 2028 4,685 Thereafter 13,372 Total intangible assets with definite lives, net $ 40,478 NOTE 8— EQUITY INVESTMENTS In January 2022, the Company acquired an equity interest in EarnUp Inc. (“EarnUp”) for $ 15.0 million. EarnUp is a consumer-first mortgage payment platform that intelligently automates loan payment scheduling and helps consumers better manage their money and improve their financial well-being. On February 28, 2020, the Company acquired an equity interest in Stash Financial, Inc. (“Stash”) for $ 80.0 million. On January 6, 2021, the Company acquired an additional equity interest for $ 1.2 million. On October 18, 2021, the Company entered into a stock transfer agreement with third parties to sell a portion of its Stash equity securities for $ 46.3 million. The Company sold $ 35.3 million in October and closed on an additional $ 11.0 million in November 2021. The Company recorded a realized gain of $ 27.9 million based on the sale of Stash equity securities under the stock transfer agreement, which is included within other income on the consolidated statement of operations and comprehensive income. Stash is a consumer investing and banking platform. Stash brings together banking, investing, and financial services education into one seamless experience offering a full suite of personal investment accounts, traditional and Roth IRAs, custodial investment accounts, and banking services, including checking accounts and debit cards with a Stock-Back® rewards program. In 2021, the Company recorded a net unrealized gain on the investment in Stash of $ 95.4 million as a result of an adjustment to the fair value of the Stash equity securities based on observable market events. In the third quarter of 2023, the Company determined there was an impairment indicator related to its Stash investment and performed a valuation of the investment. Based on the valuation, the Company determined the estimated fair value was below the carrying value of the investment and recorded an impairment charge of $ 113.1 million. The Company determined the fair value by using a market approach and a DCF analysis. Determining the fair value using a DCF analysis and a market analysis requires the exercise of significant judgments, including judgments about the appropriate discount rate, perpetual growth rates, including short-term revenue and EBITDA, the amount and timing of expected future cash flows, and the revenue exit multiple. In the second quarter of 2023, the Company recorded an impairment charge of $ 1.4 million on one of its investment in equity securities. These impairments are included within other income on the consolidated statement of operations and comprehensive income. As of December 31, 2022, there had been no impairments to the acquisition cost of the equity securities. NOTE 9— ASSETS AND LIABILITIES HELD FOR SALE In the fourth quarter of 2022, the Company approved a plan to sell an asset group associated with the Company's Consumer segment. The asset group was expected to be sold in 2023 to an unrelated third party and is classified, at its carrying value, as current assets held for sale and current liabilities held for sale in the consolidated balance sheet as of December 31, 2022. In the first quarter of 2023, the third party withdrew the letter of intent to purchase the asset group held for sale. The Company made the decision to close the Ovation credit services business. As a result, the Company recorded asset impairment 72 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS charges of $ 4.2 million, of which $ 2.1 million related to intangible assets, $ 1.7 million related to property and equipment, and $ 0.4 million related to an operating lease right-of-use asset. Ovation was closed in mid-2023. The following table presents information related to the major classes of assets and liabilities that were classified as held for sale (in thousands) : December 31, 2022 Accounts receivable, net of allowance $ 1,353 Prepaid and other current assets 79 Property and equipment, net of accumulated depreciation of $ 1,102 1,665 Operating lease right-of-use assets 436 Intangible assets, net of accumulated amortization of $ 3,857 2,143 Other non-current assets 13 Total assets held for sale $ 5,689 Accounts payable, trade $ 253 Accrued expenses and other current liabilities 2,551 Operating lease liabilities 105 Total liabilities held for sale $ 2,909 NOTE 10— ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands) : December 31, 2023 December 31, 2022 Accrued advertising expense $ 27,859 $ 37,703 Accrued compensation and benefits 15,091 11,444 Accrued professional fees 1,101 1,393 Customer deposits and escrows 7,732 7,273 Contribution to LendingTree Foundation — 500 Current lease liabilities 7,387 8,513 Other 11,374 8,269 Total accrued expenses and other current liabilities $ 70,544 $ 75,095 NOTE 11— LEASES The Company is a lessee to leases of corporate offices and certain office equipment. The majority of leases for corporate offices include one or more options to renew, with renewal terms ranging from two to five years . These renewal options have not been included in the calculation of right-of-use assets and lease liabilities, as the Company is not reasonably certain of the exercise of these renewal options. The Company used its incremental borrowing rate to calculate the right-of-use asset and lease liability for each lease. As of December 31, 2023, right-of-use assets totaled $ 57.2 million and lease liabilities, the current portion of which is included in accrued expenses and other current liabilities in the accompanying balance sheet, totaled $ 82.4 million. At December 31, 2022, right-of-use assets totaled $ 67.1 million and lease liabilities totaled $ 96.7 million. 73 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Lease expense, which is included in general and administrative expense on the accompanying consolidated statements of operations and comprehensive income (loss), consists of the following (in thousands) : Year Ended December 31, 2023 2022 2021 Operating lease cost $ 9,506 $ 11,862 $ 13,160 Short-term lease cost 26 45 39 Total lease cost $ 9,532 $ 11,907 $ 13,199 Weighted average remaining lease term and discount rate for operating leases are as follows: December 31, 2023 December 31, 2022 December 31, 2021 Weighted average remaining lease term 11.6 years 12.1 years 12.3 years Weighted average discount rate 5.0 % 5.0 % 5.0 % Supplemental cash flow information related to leases is as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Net cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,705 $ 13,357 $ 329 Right-of-use assets obtained in exchange for new operating lease liabilities $ 861 $ 975 $ 1,250 Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands) : Operating Leases Year ending December 31, 2024 $ 11,352 Year ending December 31, 2025 9,452 Year ending December 31, 2026 9,564 Year ending December 31, 2027 7,891 Year ending December 31, 2028 7,507 Thereafter 65,348 Total lease payments 111,114 Less: Interest 28,704 Present value of lease liabilities $ 82,410 74 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12— SHAREHOLDERS' EQUITY Basic and diluted (loss) income per share was determined based on the following share data (in thousands) : Year Ended December 31, 2023 2022 2021 Weighted average basic common shares 12,941 12,793 13,199 Effect of stock options — — 407 Effect of dilutive share awards — — 89 Weighted average diluted common shares 12,941 12,793 13,695 For the year ended December 31, 2023, the Company had a loss from continuing operations and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. An immaterial amount of shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2023 because their inclusion would have been anti-dilutive. For the year ended December 31, 2023 the weighted average shares that were anti-dilutive included options to purchase 1.2 million shares of common stock and 0.5 million restricted stock units. For the year ended December 31, 2022, the Company had a loss from continuing operations and, as a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share, because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding was used to compute loss per share. Approximately 0.2 million shares related to potentially dilutive securities were excluded from the calculation of diluted loss per share for the year ended December 31, 2022 because their inclusion would have been anti-dilutive. For the year ended December 31, 2022 the weighted average shares that were anti-dilutive included options to purchase 1.0 million shares of common stock and 0.4 million restricted stock units. For the year ended December 31, 2021, the weighted average shares that were anti-dilutive, and therefore excluded from the calculation of diluted income per share, included options to purchase 0.9 million shares of common stock and 0.1 million restricted stock units. The convertible notes and the warrants issued by the Company could be converted into the Company’s common stock, subject to certain contingencies. See Note 15—Debt for additional information. On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. Following the adoption, the if-converted method is used for diluted net income per share calculation of our convertible notes. Prior to the adoption of ASU 2020-06 the dilutive impact of the convertible notes was calculated using the treasury stock method. See Note 2—Significant Accounting Policies for additional information. Approximately 1.2 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 were excluded from the calculation of diluted loss per share for the year ended December 31, 2023 because their inclusion would have been anti-dilutive. Approximately 2.1 million shares related to the potentially dilutive shares of the Company's common stock associated with the 0.50 % Convertible Senior Notes due July 15, 2025 and the 0.625 % Convertible Senior Notes due June 1, 2022 were excluded from the calculation of diluted loss per share for the year ended December 31, 2022 because their inclusion would have been anti-dilutive and were excluded from diluted income per share for the year ended December 31, 2021 since the conversion price of the Notes was greater than the average market price of the Company's common stock during the period. Shares of the Company's stock associated with warrants issued by the Company in 2017 and 2020 were excluded from the calculation of diluted (loss) income per share for the years ended December 31, 2023 and 2022 because their inclusion would have been anti-dilutive and were excluded for the year ended December 31, 2021 since the strike price of the warrants was greater than the average market price of the Company's common stock during the relevant periods. In 2021, the Company implemented an employee stock purchase plan, which did not have a material impact to the calculation of diluted shares. See Note 13—Stock-Based Compensation for a full description of outstanding equity awards. 75 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Common Stock Repurchases The Company has a plan authorized for the repurchase of LendingTree's common stock. The Company did no t purchase shares of its common stock during the year ended December 31, 2023. During the years ended December 31, 2022 and 2021, the Company purchased 379,895 and 334,253 shares, respectively, of its common stock for aggregate consideration of $ 43.0 million and $ 40.0 million, respectively. At December 31, 2023, $ 96.7 million remains authorized for share repurchase. NOTE 13— STOCK-BASED COMPENSATION The Company currently has two active plans; the LendingTree 2023 Stock Plan (the “Equity Award Plan”) and the LendingTree 2023 Inducement Grant Plan (the "Inducement Plan"), under which future awards may be granted. The Equity Award Plan currently covers outstanding stock options to acquire shares of the Company's common stock, restricted stock, restricted stock with performance conditions, RSUs and RSUs with performance conditions, and provides for the future grants of these and other equity awards. Under the Equity Award Plan and the Inducement Plan, the Company is authorized to grant stock options, restricted stock, RSUs, and other equity-based awards for up to 1.6 million and 0.1 million, respectively, of LendingTree shares of common stock to employees, and, under the Equity Plan only, to non-employee consultants and directors. The Equity Award Plan and Inducement Plan each have a stated term of ten years and provides that the exercise price of stock options granted will not be less than the market price of the common stock on the grant date. The Equity Award Plan and Inducement Plan do not specify grant dates or vesting schedules, as those determinations are delegated to the Compensation Committee of the board of directors. Each grant agreement reflects the vesting schedule for that particular grant, as determined by the Compensation Committee. The Compensation Committee has the authority to modify the vesting provisions of an award. Non-cash compensation related to equity awards is included in the following line items in the accompanying consolidated statements of operations and comprehensive income (loss) (in thousands) : Year Ended December 31, 2023 2022 2021 Cost of revenue $ 396 $ 1,608 $ 1,639 Selling and marketing expense 5,267 8,282 7,480 General and administrative expense 25,180 40,233 50,989 Product development 6,333 8,418 8,447 Restructuring and severance 2,506 1,083 — Total non-cash compensation $ 39,682 $ 59,624 $ 68,555 For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 7.4 million, $ 12.0 million, and $ 14.1 million, respectively, of income tax benefit, including state taxes, related to non-cash compensation. Additionally, for the year ended December 31, 2023 and 2022, the Company recognized excess tax expense of $ 7.8 million and $ 5.1 million, respectively, and for the year ended December 31, 2021, the Company recognized excess tax benefit of $ 11.7 million, including state taxes, in income tax expense. See Note 2—Significant Accounting Policies, for additional information regarding excess tax benefits and deficiencies. 76 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Options A summary of changes in outstanding stock options is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Outstanding at December 31, 2022 805,079 $ 155.10 Granted — — Exercised — — Forfeited ( 17,746 ) 115.79 Expired ( 52,558 ) 229.34 Outstanding at December 31, 2023 734,775 $ 150.74 3.72 $ 1,111 Options exercisable 601,405 $ 135.43 2.91 $ 1,111 (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 30.32 on the last trading day of 2023 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2023. The intrinsic value changes based on the market value of the Company's common stock. As of December 31, 2023, there was approximately $ 8.6 million of unrecognized compensation cost related to stock options. These costs are expected to be recognized over a weighted-average period of approximately 1.9 years. Upon exercise, the intrinsic value represents the pre-tax difference between the Company's closing stock price on the exercise date and the exercise price, multiplied by the number of stock options exercised. During the years ended December 31, 2023 and 2022, there were no stock options exercised. During the year ended December 31, 2021, the total intrinsic value of stock options that were exercised was $ 51.4 million. As there were no options exercised for the year ended December 31, 2023, no cash was received from stock option exercises. During the year ended December 31, 2023, there were no stock options granted. During the years ended December 31, 2022 and 2021, the Company granted stock options with a weighted average grant date fair value per share of $ 53.21 and $ 128.86 , respectively, of which the vesting periods include (a) immediately upon grant, (b) earlier of one year from grant date and the Company's annual meeting of stockholders for 2023, (c) 33 % over a period of three years from the grant date, (d) 25 % over a period of four years from the grant date, and (e) certain grants to executive officers that vest over periods of up to six years . For purposes of determining stock-based compensation expense, the weighted average grant date fair value per share of the stock options was estimated using the Black-Scholes option pricing model, which requires the use of various key assumptions. The weighted average assumptions used are as follows: Year Ended December 31, 2023 2022 2021 Expected term (1) — 5.00 - 6.00 years 5.00 - 6.00 years Expected dividend (2) — — — Expected volatility (3) — 53 %- 56 % 53 % - 59 % Risk-free interest rate (4) — 1.62 %- 3.23 % 0.59 % - 1.15 % (1) The expected term of stock options granted was calculated using the 'Simplified Method', which utilizes the midpoint between the weighted average time of vesting and the end of the contractual term. This method was utilized for the stock options due to a lack of historical exercise behavior by the Company's employees. (2) For all stock options granted during the years ended December 31, 2022 and 2021, no dividends are expected to be paid over the contractual term of the stock options, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. 77 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the awards, in effect at the grant date. During the years ended December 31, 2023, 2022 and 2021, the total grant date fair value of options vested was $ 11.9 million, $ 9.2 million and $ 10.8 million, respectively. Stock Options with Market Conditions A summary of changes in outstanding stock options with market conditions at target is as follows: Number of Options with Market Conditions Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (a) (per option) (in years) (in thousands) Outstanding at December 31, 2022 734,685 $ 230.79 Granted — — Exercised — — Forfeited — — Expired ( 16,247 ) 308.96 Outstanding at December 31, 2023 718,438 $ 229.02 4.67 $ — Options exercisable 481,669 $ 195.10 3.60 $ — (a) The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price of $ 30.32 on the last trading day of 2023 and the exercise price, multiplied by the number of shares covered by in-the-money options) that would have been received by the option holder had the option holder exercised these options on December 31, 2023. The intrinsic value changes based on the market value of the Company's common stock. As of December 31, 2023, there was approximately $ 11.6 million of unrecognized compensation cost related to stock options with market conditions. These costs are expected to be recognized over a weighted-average period of approximately 1.9 years. For single cliff-vesting stock options with market conditions, the fair value will be recognized on a straight-line basis through each grant’s vest date, whether or not any of the total shareholder return targets are met. For graded-vesting stock options with market conditions, the fair value will be recognized using graded vesting expense attribution, whether or not any of the total shareholder return targets are met. No stock options with market conditions were granted in 2021, 2022 or 2023. During the year ended December 31, 2020, the Company granted stock options with a weighted-average grant date fair value per share of $ 142.54 . The single cliff-vesting stock options granted during the year ended December 31, 2020 have a vest date of March 31, 2024. The graded-vesting stock options granted during the year ended December 31, 2020 have a vesting schedule with vesting dates of December 31, 2024, December 31, 2025 and December 31, 2026. In December 2020, the Company granted graded-vesting stock options with a market condition to its Chairman and Chief Executive Officer at a premium exercise price of $ 300 , representing an approximate 25 % premium over the closing market price of LendingTree's common stock on the date of grant. The net after-tax shares acquired through exercise of these stock options are subject to a two-year post-exercise holding requirement. The single cliff-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 81 % stock price appreciation and a maximum of 31,940 shares for achieving superior performance. No shares will vest unless 41 % of the targeted performance is achieved. The performance measurement period ends on March 31, 2024. The graded-vesting stock options with a market condition granted in 2020 have a target number of shares that vest upon achieving a targeted total shareholder return performance of 135 % stock price appreciation and a maximum of 363,464 shares for achieving superior performance. No shares will vest unless 81 % of the targeted performance is achieved. The performance measurement period ends on March 31, 2025. The performance measurement period for stock options with a market condition granted in 2019 ended on March 31, 2023. The grant had a target number of shares of 16,247 that would vest upon achieving a targeted total shareholder return performance of 81 % stock price appreciation and a maximum of 27,132 shares for achieving superior performance. No shares will vest unless 41 % of the targeted performance is achieved. At March 31, 2023, the target number of shares expired due to the 78 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS actual total shareholder return performance not meeting the 41 % of the targeted performance measure, as reflected in the table above. For all stock options with market conditions, time-based service vesting conditions would also have to be satisfied in order for shares to become fully vested and no longer subject to forfeiture. As of December 31, 2023, a maximum of 395,404 may be earned for achieving superior performance up to 167 % of the remaining unvested target number of shares. As of December 31, 2023, no additional performance-based nonqualified stock options with a market condition had been earned. Restricted Stock Units A summary of changes in outstanding nonvested RSUs is as follows: RSUs Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at December 31, 2022 485,053 $ 127.46 Granted (a) 391,953 31.69 Vested ( 244,580 ) 129.30 Forfeited ( 160,833 ) 70.13 Nonvested at December 31, 2023 471,593 $ 66.42 (a) The grant date fair value per share of the RSUs is calculated as the closing market price of LendingTree's common stock at the time of grant. As of December 31, 2023, there was approximately $ 16.5 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted-average period of approximately 1.6 years. The total fair value of RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $ 6.9 million, $ 11.5 million and $ 21.7 million, respectively. Restricted Stock Units with Performance Conditions A summary of changes in outstanding nonvested RSUs with performance conditions is as follows: RSUs with Performance Conditions Number of Units Weighted Average Grant Date Fair Value (per unit) Nonvested at December 31, 2022 16,000 $ 83.25 Granted — — Vested — — Forfeited ( 16,000 ) 83.25 Nonvested at December 31, 2023 — $ — No RSUs with performance conditions were granted in 2023 or 2021. As of December 31, 2023, there was no unrecognized compensation cost related to RSUs with performance conditions. The total fair value of RSUs with performance conditions that vested during the year ended December 31, 2021 was $ 0.9 million. 79 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock Awards with Performance Conditions No RSAs with performance conditions were granted in 2023, 2022, or 2021. During 2018, the Company granted time-vested RSAs with a performance condition to its Chairman and Chief Executive Officer, which vested through December 31, 2021. The terms of this award were fixed in compensation agreements in July 2017 with a total grant date fair value of $ 21.9 million. The performance condition was tied to the Company's operating results during the first six months of 2018, and was met. The total fair value of RSAs with performance conditions that vested during the year ended December 31, 2021 was $ 4.1 million. Restricted Stock Awards with Market Conditions No RSAs with market conditions were granted in 2023, 2022 or 2021. During 2018, the Company granted RSAs with market conditions to its Chairman and Chief Executive Officer with a total grant date fair value of $ 1.9 million. The performance measurement period ended on September 30, 2022, and 29,601 shares were earned. The total fair value of RSAs with market conditions that vested during the year ended December 31, 2022 was $ 0.7 million. As of December 31, 2023, there was no unrecognized compensation cost related to RSAs with market conditions. Employee Stock Purchase Plan During 2021, the Company implemented an employee stock purchase plan (“ESPP”), under which a total of 262,731 shares of the Company's common stock were reserved for issuance. The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. Under the terms of the ESPP, eligible employees are granted options to purchase shares of the Company's common stock at 85 % of the lesser of (1) the fair market value at time of grant or (2) the fair market value at time of exercise. The offering periods and purchase periods are typically 6-month periods ending on June 30 and December 31 of each year. During the year ended December 31, 2023, 64,549 shares were purchased under the ESPP at a weighted average purchase price of $ 19.03 per share, resulting in cash proceeds of $ 1.2 million. During the year ended December 31, 2022, 30,375 shares were purchased under the ESPP at a weighted average purchase price of $ 27.19 per share, resulting in cash proceeds of $ 0.8 million. As of December 31, 2023 and 2022, 162,264 and 226,813 shares, respectively, were available for issuance under the ESPP. For the years ended December 31, 2023 and 2022, the Company granted Employee Stock Purchase Rights to certain employees with a weighted average grant date fair value per share of $ 8.51 and $ 20.96 respectively, calculated using the Black-Scholes option pricing model. For purposes of determining stock-based compensation expense, the grant date fair value per share estimated using the Black-Scholes option pricing model required the use of the following key assumptions: Year Ended December 31, 2023 2022 Expected term (1) 0.50 years 0.50 years Expected dividend (2) — — Expected volatility (3) 82 % 49 % - 73 % Risk-free interest rate (4) 4.76 % - 5.50 % 0.19 % - 2.51 % (1) The expected term was calculated using the time period between the grant date and the purchase date. (2) No dividends are expected to be paid, resulting in a zero expected dividend rate. (3) The expected volatility rate is based on the historical volatility of the Company's common stock. (4) The risk-free interest rate is specific to the date of grant. The risk-free interest rate is based on U.S. Treasury yields for notes with comparable expected terms as the Employee Stock Purchase Rights, in effect at the grant date. 80 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14— INCOME TAXES Income Tax Provision The components of the income tax expense (benefit) are as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Current income tax expense: Federal $ 1,155 $ — $ 128 State 1,022 353 262 Current income tax expense 2,177 353 390 Deferred income tax (benefit) expense: Federal ( 3,383 ) 98,772 9,912 State ( 1,309 ) 33,894 996 Deferred income tax (benefit) expense ( 4,692 ) 132,666 10,908 Income tax (benefit) expense $ ( 2,515 ) $ 133,019 $ 11,298 A reconciliation of the income tax expense (benefit) to the amounts computed by applying the statutory federal income tax rate to income (loss) from continuing operations before income taxes is shown as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Federal statutory income tax $ ( 26,233 ) $ ( 11,538 ) $ 17,731 State income taxes, net ( 2,215 ) 365 1,269 Excess tax deductions on non-cash compensation 6,373 4,117 ( 9,401 ) Research and experimentation tax credit ( 1,512 ) ( 2,906 ) ( 3,207 ) Nondeductible executive compensation 2,174 2,692 3,058 Increase (decrease) in valuation allowance 17,087 139,374 595 Other, net 1,811 915 1,253 Income tax (benefit) expense $ ( 2,515 ) $ 133,019 $ 11,298 81 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Income Taxes The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows (in thousands) : December 31, 2023 2022 Deferred tax assets: Provision for accrued expenses $ 1,168 $ 3,257 Leasing 21,263 25,213 Net operating loss carryforwards (a) 47,463 59,302 Capitalized research and experimentation 30,396 17,843 Non-cash compensation expense 28,126 30,451 Intangible assets 11,379 10,240 Interest 21,295 30,054 Equity Investment 4,561 — Tax credits 15,385 16,174 Other 95 104 Total gross deferred tax assets 181,131 192,638 Less: valuation allowance (b) ( 162,504 ) ( 145,401 ) Total deferred tax assets, net of the valuation allowance 18,627 47,237 Deferred tax liabilities: Leasing ( 18,329 ) ( 21,445 ) Property and equipment ( 1,563 ) ( 6,227 ) Equity investment — ( 25,756 ) Other ( 826 ) ( 592 ) Total gross deferred tax liabilities ( 20,718 ) ( 54,020 ) Net deferred taxes $ ( 2,091 ) $ ( 6,783 ) (a) At December 31, 2023, the Company had pre-tax consolidated federal net operating losses (“NOLs”) of $ 139.0 million. The federal NOLs no longer expire under the Tax Cuts and Jobs Act. The Company's NOLs will be available to offset taxable income, subject to the Internal Revenue Code Section 382 annual limitation. In addition, the Company has state NOLs of approximately $ 466.4 million at December 31, 2023, a portion of which will expire at various times between 2024 and 2043. (b) The valuation allowance is related to items for which it is “more likely than not” that the tax benefit will not be realized. Deferred income taxes are presented in the accompanying consolidated balance sheets as follows (in thousands) : December 31, 2023 2022 Deferred income tax assets $ — $ — Deferred income tax liabilities ( 2,091 ) ( 6,783 ) Net deferred taxes $ ( 2,091 ) $ ( 6,783 ) Valuation Allowance A valuation allowance is provided on deferred tax assets if it is determined that it is “more likely than not” that the deferred tax asset will not be realized. As of each reporting date, management considers both positive and negative evidence regarding the likelihood of future realization of the deferred tax assets. 82 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During 2023, the Company continued to maintain a full valuation allowance against its net deferred tax assets due to historical cumulative pre-tax losses and continued pre-tax losses. Management regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences, and tax planning strategies. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. In determining the amount of the valuation allowance, the Company considered the scheduled reversal of deferred tax liabilities. The Company will maintain a full valuation allowance on net deferred tax assets until there is sufficient evidence to support the reversal of some or all of the allowance. Should there be a change in the valuation allowance in the future, the income tax provision would increase or decrease in the period in which the allowance is changed. At December 31, 2023 and 2022, the Company recorded a full valuation allowance of $ 162.5 million and $ 145.4 million, respectively. A reconciliation of the beginning and ending balances of the deferred tax valuation allowance is as follows (in thousands) : Year Ended December 31, 2023 2022 2021 Balance, beginning of the period $ 145,401 $ 6,039 $ 5,802 Charges to earnings 17,103 139,362 237 Balance, end of the period $ 162,504 $ 145,401 $ 6,039 Unrecognized Tax Benefits A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, is as follows (in thousands) : Year Ended December 31, 2023 2022 Balance, beginning of the period $ 3,282 $ 2,914 Additions based on tax positions of the current period 227 405 Additions (subtractions) based on tax positions of the prior period ( 85 ) ( 37 ) Balance, end of the period $ 3,424 $ 3,282 Interest and, if applicable, penalties are recognized related to unrecognized tax benefits in income tax expense. Interest and penalties on unrecognized tax benefits included in income tax expense of an immaterial amount has been recognized for the tax year ended December 31, 2022. For the years ended December 31, 2023 and 2021 interest is not currently required to be recorded, as there have been no tax attributes included in income tax returns filed for those tax periods to require consideration of interest expense. As of December 31, 2023 and 2022, the accrual for unrecognized tax benefits, including interest, was $ 3.4 million and $ 3.3 million, respectively, which would benefit the effective tax rate if recognized. Tax Audits LendingTree is subject to audits by federal, state and local authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, any amounts paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by the Company are recorded in the period they become known. As of December 31, 2023, the Company is subject to a federal income tax examination for the tax years 2015 through 2022. In addition, the Company is subject to state and local tax examinations for the tax years 2018 through 2022. 83 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15— DEBT Convertible Senior Notes 2025 Notes On July 24, 2020, the Company issued $ 575.0 million aggregate principal amount of its 0.50 % Convertible Senior Notes due July 15, 2025 (the “2025 Notes”) in a private placement. The issuance included $ 75.0 million aggregate principal amount of 2025 Notes under a 13-day purchase option which was exercised in full. The 2025 Notes bear interest at a rate of 0.50 % per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2021. The 2025 Notes will mature on July 15, 2025, unless earlier repurchased, redeemed or converted. On March 8, 2023, the Company repurchased approximately $ 190.6 million in principal amount of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $ 156.3 million in cash plus accrued and unpaid interest of approximately $ 0.1 million. On December 7, 2023, the Company repurchased approximately $ 100.2 million in principal amount of its 2025 Notes, through individual privately-negotiated transactions with certain holders of the 2025 Notes, for $ 81.2 million in cash plus accrued and unpaid interest of approximately $ 0.2 million. During the year ended December 31, 2023, the Company recognized a gain on the extinguishment of debt of $ 53.3 million, a loss on the write-off of unamortized debt issuance costs of $ 3.2 million and incurred debt repayment costs of $ 1.6 million, all of which are included in interest income/expense, net in the consolidated statements of operations and comprehensive income. The initial conversion rate of the 2025 Notes is 2.1683 shares of the Company's common stock per $1,000 principal amount of 2025 Notes (which is equivalent to an initial conversion price of approximately $ 461.19 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity of the 2025 Notes or if the Company issues a notice of redemption for the 2025 Notes, the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder that elects to convert the 2025 Notes in connection with such make-whole fundamental change or to convert its 2025 Notes called for redemption, as the case may be. Upon conversion, the 2025 Notes will settle for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. It is the intent of the Company to settle the principal amount of the 2025 Notes in cash and any conversion premium in shares of its common stock. The 2025 Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the senior secured credit facility, described below, to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. Prior to the close of business on the business day immediately preceding March 13, 2025, the 2025 Notes will be convertible at the option of the holders thereof only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price (as defined in the 2025 Notes) per $1,000 principal amount of 2025 Notes for such trading day was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; • if the Company calls such 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption; or • upon the occurrence of specified corporate events including but not limited to a fundamental change. Holders of the 2025 Notes were not entitled to convert the 2025 Notes during the calendar quarter ended December 31, 2023 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on September 30, 2023, was not greater than or equal to 130 % of the conversion price of the 2025 Notes on each applicable trading day. Holders of the 2025 Notes are not entitled to convert the 84 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2025 Notes during the calendar quarter ended March 31, 2024 as the last reported sale price of the Company's common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on December 31, 2023, was not greater than or equal to 130 % of the conversion price of the 2025 Notes on each applicable trading day. On or after March 13, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Notes, holders of the 2025 Notes may convert all or a portion of their 2025 Notes regardless of the foregoing conditions. The Company could not redeem the remaining 2025 Notes prior to July 20, 2023. On or after July 20, 2023 and before the 41st scheduled trading day immediately before the maturity date, the Company may redeem for cash all or a portion of the 2025 Notes, at its option, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (and including the last trading day of such period) ending on, and including the last trading day immediately preceding the date of notice of redemption is greater than or equal to 130 % of the conversion price on each applicable trading day. The redemption price will be equal to 100 % of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes. Upon the occurrence of a fundamental change prior to the maturity date of the 2025 Notes, holders of the 2025 Notes may require the Company to repurchase all or a portion of the 2025 Notes for cash at a price equal to 100 % of the principal amount of the 2025 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. If the market price per share of the common stock, as measured under the terms of the 2025 Notes, exceeds the conversion price of the 2025 Notes, the 2025 Notes could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the principal amount of the 2025 Notes and any conversion premium in cash. Accounting for the Notes After Adoption of ASU 2020-06 The Company adopted ASU 2020-06 on January 1, 2022 as further described in Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report. Following the adoption of ASU 2020-06, the 2025 Notes are recorded as a single unit within liabilities on the consolidated balance sheets as the conversion features within the 2025 Notes are not derivatives that require bifurcation and the 2025 Notes do not involve a substantial premium. Debt issuance costs to issue the 2025 Notes were recorded as a direct deduction from the related liability and amortized to interest expense over the term of Notes. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. See Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report for additional information. Accounting for the Notes Before Adoption of ASU 2020-06 The initial measurement of convertible debt instruments that may be settled in cash was separated into a debt and an equity component whereby the debt component was based on the fair value of a similar instrument that does not contain an equity conversion option. The separate components of debt and equity of the Company’s 2025 Notes were determined using an interest rate of 5.30 %, which reflects the nonconvertible debt borrowing rate of the Company at the date of issuance. As a result, the initial components of debt and equity were $ 455.6 million and $ 119.4 million, respectively. Financing costs related to the issuance of the 2025 Notes were approximately $ 15.1 million, of which $ 12.0 million were allocated to the liability component and were being amortized to interest expense over the term of the debt and $ 3.1 million were allocated to the equity component. During 2023, the Company recorded interest expense on the 2025 Notes of $ 4.3 million which consisted of $ 2.1 million associated with the 0.50 % coupon rate and $ 2.2 million associated with the amortization of the debt issuance costs. During 2022, the Company recorded interest expense on the 2025 Notes of $ 5.9 million which consisted of $ 2.9 million associated with the 0.50 % coupon rate and $ 3.0 million associated with the amortization of the debt issuance costs. During 2021, the Company recorded interest expense on the 2025 Notes of $ 27.2 million which consisted of $ 2.9 million associated with the 0.50 % coupon rate, $ 22.1 million associated with the accretion of the debt discount, and $ 2.2 million associated with the amortization of the debt issuance costs. The debt discount was being amortized over the term of the debt prior to the adoption of ASU 2020-06. As of December 31, 2023, the fair value of the 2025 Notes is estimated to be approximately $ 235.2 million using the Level 1 observable input of the last quoted market price on December 31, 2023. 85 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the gross carrying amount, debt issuance costs, and net carrying value of the liability component of the 2025 Notes, all of which is recorded as a non-current liability in the December 31, 2023 consolidated balance sheet, are as follows (in thousands) : December 31, 2023 December 31, 2022 Gross carrying amount $ 284,188 $ 575,000 Debt issuance costs 2,321 7,734 Net carrying amount $ 281,867 $ 567,266 2022 Notes On May 31, 2017, the Company issued $ 300.0 million aggregate principal amount of its 0.625 % Convertible Senior Notes due June 1, 2022 (the “2022 Notes”) in a private placement. The Company settled the outstanding balance of the 2022 Notes of $ 169.7 million in cash on June 1, 2022. The initial conversion rate of the 2022 Notes was 4.8163 shares of the Company's common stock per $1,000 principal amount of 2022 Notes (which is equivalent to an initial conversion price of approximately $ 207.63 per share). Accounting for the Notes After Adoption of ASU 2020-06 The Company adopted ASU 2020-06 on January 1, 2022 as further described in Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report. Following the adoption of ASU 2020-06, the 2022 Notes are recorded as a single unit within liabilities on the consolidated balance sheets as the conversion features within the 2022 Notes are not derivatives that require bifurcation and the 2022 Notes do not involve a substantial premium. Debt issuance costs to issue the 2022 Notes were recorded as a direct deduction from the related liability and amortized to interest expense over the term of Notes. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. See Note 2—Significant Accounting Policies in the notes to the consolidated financial statements included elsewhere in this report for additional information. Accounting for the Notes Before Adoption of ASU 2020-06 The separate components of debt and equity of the Company’s 2022 Notes were determined using an interest rate of 5.36 %, which reflects the nonconvertible debt borrowing rate of the Company at the date of issuance. As a result, the initial components of debt and equity were $ 238.4 million and $ 61.6 million, respectively. Financing costs related to the issuance of the 2022 Notes were approximately $ 9.3 million, of which $ 7.4 million were allocated to the liability component and were being amortized to interest expense over the term of the debt and $ 1.9 million were allocated to the equity component. On July 24, 2020, the Company used approximately $ 234.0 million of the net proceeds from the issuance of the 2025 Notes to repurchase approximately $ 130.3 million principal amount of the 2022 Notes, including the payment of accrued and unpaid interest of approximately $ 0.1 million, through separate transactions with certain holders of the 2022 Notes. Of the consideration paid, $ 126.0 million was allocated to the extinguishment of the liability component of the notes, while the remaining $ 107.9 million was allocated to the reacquisition of the equity component and recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity. The Company recognized a loss on debt extinguishment of $ 7.8 million in the third quarter of 2020. During 2022, the Company recorded interest expense on the 2022 Notes of $ 0.8 million which consisted of $ 0.4 million associated with the 0.625 % coupon rate and $ 0.4 million associated with the amortization of the debt issuance costs. During 2021, the Company recorded interest expense on the 2022 Notes of $ 9.5 million which consisted of $ 1.1 million associated with the 0.625 % coupon rate, $ 7.5 million associated with the accretion of the debt discount, and $ 0.9 million associated with the amortization of the debt issuance costs. Convertible Note Hedge and Warrant Transactions 2020 Hedge and Warrants On July 24, 2020, in connection with the issuance of the 2025 Notes, the Company entered into Convertible Note Hedge (the “2020 Hedge”) and warrant transactions with respect to the Company’s common stock. The Company used approximately $ 63.0 million of the net proceeds from the 2025 Notes to pay for the cost of the 2020 Hedge, after such cost was partially offset by the proceeds from the warrant transactions. On July 24, 2020, the Company paid $ 124.2 million to the counterparties for the 2020 Hedge transactions. The 2020 Hedge transactions cover 1.2 million shares of the Company’s common stock, the same number of shares initially underlying the 2025 86 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes, and are exercisable upon any conversion of the 2025 Notes. The 2020 Hedge transactions are expected generally to reduce the potential dilution to the Company's common stock upon conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted 2025 Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the 2020 Hedge transactions, is greater than the strike price of the 2020 Hedge transactions, which initially corresponds to the initial conversion price of the 2025 Notes, or approximately $ 461.19 per share of common stock. The 2020 Hedge transactions will expire upon the maturity of the Notes. On July 24, 2020, the Company sold to the counterparties warrants (the “2020 Warrants”) to acquire 1.2 million shares of the Company's common stock at an initial strike price of $ 709.52 per share, which represents a premium of 100 % over the last reported sale price of the common stock of $ 354.76 on July 21, 2020. On July 24, 2020, the Company received aggregate proceeds of approximately $ 61.2 million from the sale of the 2020 Warrants. If the market price per share of the common stock, as measured under the terms of the 2020 Warrants, exceeds the strike price of the 2020 Warrants, the 2020 Warrants could have a dilutive effect, unless the Company elects, subject to certain conditions, to settle the 2020 Warrants in cash. In connection with the December 7, 2023 and the March 8, 2023 repurchases of the 2025 Notes noted above, the Company entered into agreements with the counterparties for the 2020 Hedge and 2020 Warrants transactions to terminate a portion of these call spread transactions effective December 7, 2023 and March 8, 2023, respectively, in notional amounts corresponding to the principal amount of the 2025 Notes repurchased. Subsequent to such terminations, the outstanding portion of the 2020 Hedge covers 0.6 million shares of the Company's common stock and the 2020 Warrants to acquire 0.6 million shares of the Company's common stock remain outstanding. The 2020 Hedge and 2020 Warrants transactions are indexed to, and potentially settled in, the Company's common stock and the net cost of $ 63.0 million has been recorded as a reduction to additional paid-in capital in the consolidated statement of shareholders’ equity. 2017 Hedge and Warrants On May 31, 2017, in connection with the issuance of the 2022 Notes, the Company entered into Convertible Note Hedge (the “2017 Hedge”) and warrant transactions with respect to the Company’s common stock. The Company used approximately $ 18.1 million of the net proceeds from the 2022 Notes to pay for the cost of the 2017 Hedge, after such cost was partially offset by the proceeds from the warrant transactions. On May 31, 2017, the Company paid $ 61.5 million to the counterparties for the 2017 Hedge transactions. The 2017 Hedge transactions initially covered 1.4 million shares of the Company’s common stock, the same number of shares initially underlying the 2022 Notes, and were exercisable upon any conversion of the 2022 Notes. The 2017 Hedge transactions expired on June 1, 2022 upon the maturity of the Notes. On May 31, 2017, the Company sold to the counterparties, warrants (the “2017 Warrants”) to acquire 1.4 million shares of the Company's common stock at an initial strike price of $ 266.39 per share, which represented a premium of 70 % over the last reported sale price of the common stock of $ 156.70 on May 24, 2017 receiving proceeds of approximately $ 43.4 million. The warrants expired on December 12, 2022. Credit Facility On September 15, 2021, the Company entered into a credit agreement (the “Credit Agreement”), consisting of a $ 200.0 million revolving credit facility (the “Revolving Facility”), which matures on September 15, 2026, and a $ 250.0 million delayed draw term loan facility (the “Term Loan Facility” and together with the Revolving Facility, the “Credit Facility”), which matures on September 15, 2028. The proceeds of the Revolving Facility can be used to finance working capital, for general corporate purposes and any other purpose not prohibited by the Credit Agreement. On May 31, 2022 the Company received proceeds of $ 250.0 million from the Term Loan Facility and, on June 1, 2022, used $ 170.2 million of the proceeds to settle the Company's 2022 Notes, including interest. The remaining proceeds of $ 79.8 million may be used for general corporate purposes not prohibited by the Credit Agreement. The Credit Facility replaces the Company's $ 500.0 million five-year senior secured revolving credit facility (the “Amended Revolving Credit Facility”) which was entered into on December 10, 2019. As of December 31, 2023, the Company had $ 246.9 million borrowings outstanding under the Term Loan Facility bearing interest at the SOFR option rate of 9.21 % and had no borrowings under the Revolving Facility. As of December 31, 2022, the Company had $ 248.8 million borrowings outstanding under the Term Loan Facility and had no borrowings under the Revolving Facility. As of December 31, 2023, borrowings of $ 3.1 million under the Term Loan Facility are recorded as current portion of long-term debt on the consolidated balance sheet. 87 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The full amount of the Revolving Facility will be available on a same-day basis, with respect to base rate loans and upon advance notice with respect to SOFR rate loans, subject to customary terms and conditions. Under certain conditions, the Company will be permitted to add one or more term loans and/or increase revolving or term loan commitments under the Credit Facility by an amount set at the greater of $ 116.0 million and 100% of consolidated EBITDA (subject to adjustments for certain prepayments), plus an unlimited amount provided that the first lien net leverage ratio does not exceed 3.00 to 1.00. Additionally, up to $ 20.0 million of the Revolving Facility will be available for the issuance of letters of credit. At each of December 31, 2023 and December 31, 2022, the Company had outstanding one letter of credit issued in the amount of $ 0.2 million. The Company’s borrowings under the Credit Facility bear interest at annual rates that, at the Company’s option, will be either: • a base rate generally defined as the sum of (i) the greater of (a) the prime rate of Truist Bank, (b) the federal funds effective rate plus 0.5 % and (c) the Benchmark rate (defined below) on a daily basis applicable for an interest period of one month plus 1.0 % and (ii) an applicable percentage of 1.25 % to 1.75 % for loans under the Revolving Facility and 2.75 % to 3.00 % for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio; or • a Benchmark rate generally defined as the sum of (i) (a) Term SOFR and (b) the related Benchmark replacement adjustment and (ii) an applicable percentage of 2.25 % to 2.75 % for loans under the Revolving Facility and 3.75 % and 4.00 % for loans under the Term Loan Facility, in each case, based on a first lien net leverage ratio. Interest on the Company’s borrowings is payable quarterly in arrears for base rate loans and on the last day of each interest rate period (but not less often than three months) for SOFR rate loans. The Credit Facility contains a restrictive financial covenant, which is set at a first lien net leverage ratio of 2.50 to 1.00, except that this may increase by 0.50 :1.00 for the four fiscal quarters following a material acquisition. The financial covenant will be tested only if the loans and certain other obligations under the Revolving Facility exceed $ 20.0 million as of the last date of any fiscal quarter (starting with the fiscal quarter ending on December 31, 2021). In addition, the Credit Facility contains mandatory prepayment events, affirmative and negative covenants and events of default customary for a transaction of this type. The covenants, among other things, restrict additional indebtedness, liens, mergers or certain fundamental changes, asset dispositions, dividends and other restricted payments, transactions with affiliates, loans and investments and other matters customarily restricted in credit agreements of this type. The Company is required to make mandatory prepayments of the outstanding principal amount of loans under the Term Loan Facility with the net cash proceeds from certain disposition of assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0 % soft call premium applicable during the first six months following the closing date. The Company was in compliance with all covenants at December 31, 2023. The Credit Facility requires the Company and certain of its subsidiaries to pledge as collateral, subject to certain customary exclusions, substantially all of its assets, including 100 % of the equity in certain domestic subsidiaries and 65 % of the voting equity, and 100 % of the non-voting equity, in certain foreign subsidiaries. The obligations under the Credit Facility are unconditionally guaranteed on a senior basis by the Company's material domestic subsidiaries, which guaranties are secured by the collateral. With respect to the Revolving Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the Revolving Facility equal to an applicable percentage of 0.25 % to 0.50 % per annum based on a first lien net leverage ratio. The Company is required to pay a letter of credit participation fee and a letter of credit fronting fee quarterly in arrears. The letter of credit participation fee is based upon the aggregate face amount of outstanding letters of credit at an applicable percentage of 2.25 % to 2.75 % based on a first lien net leverage ratio. The letter of credit fronting fee is 0 .125 % per annum on the face amount of each letter of credit. With respect to the Term Loan Facility, the Company is required to pay an unused commitment fee quarterly in arrears on the difference between committed amounts and amounts actually borrowed under the Term Loan Facility equal to an applicable SOFR rate plus an applicable percentage of 3.75 % to 4.00 % per annum based on a first lien net leverage ratio. The Company recognized $ 1.1 million in additional interest expense in the third quarter of 2021 due to the write-off of certain unamortized debt issuance costs associated with the Amended Revolving Credit Facility. In addition to the remaining unamortized debt issuance costs associated with the Amended Revolving Credit Facility, debt issuance costs of $ 2.8 million 88 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS related to the Revolving Facility are being amortized to interest expense over the life of the Revolving Facility. Debt issuance costs of $ 3.5 million related to the Term Loan Facility and the original issue discount $ 2.5 million paid on the undrawn term loan facility were amortized to interest expense over the delayed draw access period. These deferred costs are included in prepaid and other current assets and other non-current assets in the Company's consolidated balance sheet. During 2023, the Company recorded interest expense related to its Revolving Facility of $ 1.5 million which consisted of $ 0.6 million in unused commitment fees and $ 0.9 million associated with the amortization of the debt issuance costs. During 2023, the Company recorded interest expense related to the Term Loan Facility of $ 22.2 million associated with borrowings bearing interest at the LIBO rate during the first six months of 2023 and the SOFR option rate during the last six months of 2023. During 2022, the Company recorded interest expense related to its Revolving Facility of $ 1.5 million which consisted of $ 0.6 million in unused commitment fees and $ 0.9 million associated with the amortization of the debt issuance costs. During 2022, the Company recorded interest expense related to the Term Loan Facility of $ 18.2 million which consisted of $ 9.6 million associated with borrowings bearing interest at the LIBO rate, $ 5.1 million in unused commitment fees, $ 2.0 million associated with the amortization of the debt issuance costs, and $ 1.5 million associated with the amortization of the original issue discount. During 2021, the Company recorded interest expense related to its revolving facilities of $ 3.4 million which consisted of $ 2.0 million in unused commitment fees and $ 1.4 million associated with the amortization of the debt issuance costs. NOTE 16— COMMITMENTS Bonds The Company has funding commitments that could potentially require performance in the event of demands by third parties or contingent events, as follows (in thousands) : Commitments Due By Period Total Less Than 1 year 1-3 years 3-5 years More Than 5 years Surety bonds (a) $ 3,803 $ 3,803 $ — $ — $ — (a) State laws and regulations generally require businesses which engage in mortgage brokering activity to maintain a mortgage broker or similar license. Mortgage brokering activity is generally defined to include, among other things, receiving valuable consideration for offering assistance to a buyer in obtaining a residential mortgage or soliciting financial and mortgage information from the public and providing that information to an originator of residential mortgage loans. The Company maintains surety bonds in all states requiring them in the event of a claim. NOTE 17— CONTINGENCIES Overview LendingTree is involved in legal proceedings on an ongoing basis. In assessing the materiality of a legal proceeding, the Company evaluates, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require it to change its business practices in a manner that could have a material and adverse impact on the Company's business. With respect to the matters disclosed in this Note 17, unless otherwise indicated, the Company is unable to estimate the possible loss or range of losses that could potentially result from the application of such non-monetary remedies. As of December 31, 2023 and 2022, the Company had litigation settlement accruals of $ 0.6 million and $ 0.1 million, respectively. The litigation settlement accruals relate to litigation matters that were either settled or a firm offer for settlement was extended, thereby establishing an accrual amount that is both probable and reasonably estimable. See Note 21—Discontinued Operations in the notes to the consolidated financial statements included elsewhere in this report for additional information. NOTE 18— FAIR VALUE MEASUREMENTS Other than the convertible notes and warrants, and the equity investments, the carrying amounts of the Company's financial instruments are equal to fair value at December 31, 2023. See Note 15—Debt for additional information on the convertible 89 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS notes and warrants, and see Note 8—Equity Investments in the notes to the consolidated financial statements included elsewhere in this report for additional information on the equity investments. Contingent consideration payments related to acquisitions are measured at fair value each reporting period using Level 3 unobservable inputs. There were no changes in the fair value of the Company's Level 3 liabilities during the years ended December 31, 2023 and 2022 and the changes for the year ended December 31, 2021 are as follows (in thousands) : Year Ended December 31, 2021 Contingent consideration, beginning of period $ 8,249 Transfers into Level 3 — Transfers out of Level 3 — Total net losses included in earnings (realized and unrealized) ( 8,249 ) Purchases, sales and settlements: Additions — Payments — Contingent consideration, end of period $ — There was no contingent consideration liability at December 31, 2023 or 2022 because the final earnout period for the QuoteWizard acquisition ended on October 31, 2021. NOTE 19— RELATED PARTY TRANSACTIONS In 2017, the Company's Board of Directors approved a $ 10.0 million contribution to fund the newly formed LendingTree Foundation. In each of 2020 and 2019, the Company paid $ 3.3 million of the $ 10.0 million contribution, and paid the final installment in 2022. In the fourth quarter of 2022, the Company's Board of Directors approved an additional $ 0.5 million contribution to the LendingTree Foundation that the Company paid in 2023. Officers of the Company serve as officers of the LendingTree Foundation. NOTE 20— BENEFIT PLANS The Company operates a retirement savings plan for its employees in the United States that is qualified under Section 401(k) of the Internal Revenue Code. Employees are eligible to enroll in the plan upon date of hire. Participating employees may contribute up to 50 % of their pre-tax earnings, but not more than statutory limits ($ 22,500 for 2023, $ 20,500 for 2022, and $ 19,500 for 2021). The company match contribution is fifty cents for each dollar a participant contributes to the plan, with a maximum contribution of 6 % of a participant's eligible earnings. Matching contributions are invested in the same manner as each participant's voluntary contributions in the investment options provided under the plan. LendingTree stock is not included in the available investment options or the plan assets. Funds contributed to the plan vest according to the participant's years of service, with one year of service vesting at 33 %, two years of service vesting at 66 %, and three years or more of service vesting at 100 %. Matching contributions were approximately $ 2.2 million, $ 2.8 million and $ 2.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. NOTE 21— DISCONTINUED OPERATIONS The LendingTree Loans Business is presented as discontinued operations in the accompanying consolidated financial statements. The LendingTree Loans Business originated various consumer mortgage loans through HLC. On June 6, 2012, the Company sold substantially all of the operating assets of HLC, including the LendingTree Loans Business, to a wholly-owned subsidiary of Discover Financial Services (“Discover”). Discover generally did not assume liabilities of HLC that arose before the closing date, except for certain liabilities directly related to assets Discover acquired. Upon closing of the sale of substantially all of the operating assets of HLC on June 6, 2012, HLC ceased to originate consumer loans. Certain liability for losses on previously sold loans remained with HLC. Litigation settlements and contingencies and legal fees associated with related bankruptcy and legal proceedings against the Company are included in discontinued operations in the accompanying consolidated financial statements. 90 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Home Loan Center, Inc. Bankruptcy Filing On June 21, 2019, the U.S. District Court of Minnesota entered judgment in ResCap Liquidating Trust v. Home Loan Center, Inc. , against HLC for $ 68.5 million, see Litigation Related to Discontinued Operations below. The judgment against HLC exceeded the assets of HLC, which were $ 11.2 million at July 21, 2019, including cash of $ 5.9 million. On July 21, 2019, at the direction of the sole independent director of HLC, HLC voluntarily filed a petition under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) with the U.S. Bankruptcy Court in the Northern District of California in San Jose, California (the “Bankruptcy Court”) in order to preserve assets for the benefit of all creditors of HLC. On September 16, 2019, the Bankruptcy Court converted the bankruptcy to Chapter 7 of the Bankruptcy Code and appointed a Trustee to liquidate HLC's assets. As a result of the voluntary petition, LendingTree, LLC was, as of the initial July 21, 2019 bankruptcy petition filing date, no longer deemed to have a controlling interest in HLC under applicable accounting standards. As a result, HLC and its consolidated subsidiary were deconsolidated from the Company’s consolidated financial statements as of July 21, 2019. The effect of such deconsolidation was the elimination of the consolidated assets and liabilities of HLC (and its consolidated subsidiary) from the Company’s consolidated balance sheets. During its bankruptcy, HLC indicated that it believed that it had claims against HLC’s sole shareholder, LendingTree, LLC, and certain of its officers and directors, relating to the declaration of a dividend by HLC in January 2016 of $ 40.0 million. In 2020, LendingTree, LLC and HLC entered into a settlement agreement in the amount of $ 36.0 million for the release of any and all claims against the Company defendants by HLC, including the dividend claim. The Bankruptcy Court approved the settlement on July 16, 2020. The $ 36.0 million settlement payment was made in the third quarter of 2020. During the HLC bankruptcy, a bar date for claims against HLC was set, establishing a deadline for all HLC’s creditors to assert any claim they may have had against HLC. Distributions were made to holders of allowed claims deemed timely filed. After all distributions to creditors were made and HLC’s Chapter 7 bankruptcy estate was fully administered, the HLC bankruptcy case was closed on July 14, 2021. Litigation Related to Discontinued Operations Residential Funding Company ResCap Liquidating Trust v. Home Loan Center, Inc., Case No. 14-cv-1716 (U.S. Dist. Ct., Minn.), successor to Residential Funding Company, LLC v Home Loan Center, Inc., No. 13-cv-3451 (U.S. Dist. Ct., Minn.). On or about December 16, 2013, Home Loan Center, Inc. was served in the original captioned matter, which involves claims of Residential Funding Company, LLC (“RFC”) for damages for breach of contract and indemnification for certain residential mortgage loans as well as residential mortgage-backed securitizations (“RMBS”) containing mortgage loans. Plaintiff then alleged that, after RFC filed for Chapter 11 protection, hundreds of proofs of claim were filed, many of which mirrored the litigation filed against RFC prior to its bankruptcy. It filed substantially similar complaints against approximately 80 of the loan originators from whom RFC had purchased loans, including HLC. In 2019, the U.S. District Court of Minnesota entered a judgment against HLC. S ee Home Loan Center, Inc. Bankruptcy Filing above. HLC’s filing under the Bankruptcy Code discussed above in Home Loan Center, Inc. Bankruptcy Filing created an automatic stay of enforcement of the judgment entered against HLC. On August 27, 2019, plaintiff filed a lawsuit captioned ResCap Liquidating Trust v. LendingTree, LLC, et al., Case No. 19-cv-2360 (U.S. Dist. Ct., Minn.) , seeking to hold the Company liable for the judgment against HLC. In June 2020, the Company entered into a settlement with ResCap, pursuant to which, the Company agreed to, among other things, pay ResCap $ 58.5 million, less any amounts ResCap receives in the HLC bankruptcy. In the third and fourth quarters of 2020, the Company made payments of $ 26.5 million and $ 6.4 million, respectively, to the ResCap Liquidating Trust and the ResCap Liquidating Trust, in turn, assigned its allowed claims against HLC to the Company. In the second quarter of 2021, the Company received $ 8.6 million related to these amounts, from the final distributions in the HLC bankruptcy on account of the allowed claims that the ResCap Liquidating Trust had assigned to the Company. Lehman Brothers Holdings, Inc. Lehman Brothers Holdings Inc. v. 1st Advantage Mortgage, LLC et al., Case No. 08-13555 (SCC), Adversary Proceeding No. 16-01342 (SCC) (Bankr. S.D.N.Y.). In February 2016, Lehman Brothers Holdings, Inc. (“LBHI”) filed an Adversary Complaint against HLC and approximately 149 other defendants (the “Complaint”). 91 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS HLC’s filing under the Bankruptcy Code discussed above in Home Loan Center, Inc. Bankruptcy Filing created an automatic stay of this proceeding. On June 11, 2020, LBHI filed a lawsuit captioned Lehman Brothers Holdings Inc. v. LendingTree, LLC, et al., Case No. 20-cv-01351 (U.S. Dist. Ct., Minn.) , seeking to hold the Company liable for their allowed bankruptcy claim of $ 13.3 million. In July 2021, the Company entered into a settlement with LBHI, which payment was made in the third quarter of 2021. Financial Information of Discontinued Operations The components of net loss reported as discontinued operations in the accompanying consolidated statements of operations and comprehensive income (loss) are as follows (in thousands) : Year Ended December 31, 2021 Revenue $ — Other operating expenses ( 4,719 ) Loss before income taxes ( 4,719 ) Income tax benefit 696 Net loss $ ( 4,023 ) The results of discontinued operations include litigation settlements and contingencies and legal fees associated with legal proceedings against LendingTree, Inc. or LendingTree, LLC that arose due to the LendingTree Loans Business or the HLC bankruptcy filing. NOTE 22— SEGMENT INFORMATION The Company manages its business and reports its financial results through the following three operating and reportable segments: Home, Consumer, and Insurance. Characteristics which were relied upon in making the determination of the reportable segments include the nature of the products, the organization's internal structure, and the information that is regularly reviewed by the CODM for the purpose of assessing performance and allocating resources. The Home segment includes the following products: purchase mortgage, refinance mortgage, and home equity loans and lines of credit. We ceased offering reverse mortgage loans in the fourth quarter of 2022. The Consumer segment includes the following products: credit cards, personal loans, small business loans, student loans, auto loans, deposit accounts, and other credit products such as credit repair and debt settlement. The credit repair business was closed at the end of the second quarter of 2023. The Insurance segment consists of insurance quote products and sales of insurance policies in our agency businesses. The following tables are a reconciliation of segment profit, which is the Company's primary segment profitability measure, to income before income taxes and discontinued operations. Segment cost of revenue and marketing expense represents the portion of selling and marketing expense attributable to variable costs paid for advertising, direct marketing and related expenses, that are directly attributable to the segments' products. This measure excludes overhead, fixed costs and personnel-related expenses. 92 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 Home Consumer Insurance Other Total (in thousands) Revenue $ 143,753 $ 278,945 $ 249,605 $ 199 $ 672,502 Segment cost of revenue and marketing expense 95,871 140,068 146,101 708 382,748 Segment profit (loss) 47,882 138,877 103,504 ( 509 ) 289,754 Cost of revenue 38,758 Brand and other marketing expense 50,840 General and administrative expense 117,700 Product development 47,197 Depreciation 19,070 Amortization of intangibles 7,694 Goodwill impairment 38,600 Restructuring and severance 10,118 Litigation settlements and contingencies 388 Operating loss ( 40,611 ) Interest income, net 21,685 Other expense ( 105,993 ) Loss before income taxes $ ( 124,919 ) Year Ended December 31, 2022 Home Consumer Insurance Other Total (in thousands) Revenue $ 289,383 $ 396,109 $ 299,073 $ 427 $ 984,992 Segment cost of revenue and marketing expense 186,299 221,531 207,239 982 616,051 Segment profit (loss) 103,084 174,578 91,834 ( 555 ) 368,941 Cost of revenue 57,769 Brand and other marketing expense 86,187 General and administrative expense 152,383 Product development 55,553 Depreciation 20,095 Amortization of intangibles 25,306 Restructuring and severance 4,428 Litigation settlements and contingencies ( 18 ) Operating loss ( 32,762 ) Interest expense, net ( 26,014 ) Other income 3,843 Loss before income taxes $ ( 54,933 ) 93 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2021 Home Consumer Insurance Other Total (in thousands) Revenue $ 441,738 $ 329,945 $ 326,153 $ 663 $ 1,098,499 Segment cost of revenue and marketing expense 288,386 186,448 212,689 610 688,133 Segment profit 153,352 143,497 113,464 53 410,366 Cost of revenue 57,297 Brand and other marketing expense 85,857 General and administrative expense 153,472 Product development 52,865 Depreciation 17,910 Amortization of intangibles 42,738 Change in fair value of contingent consideration ( 8,249 ) Restructuring and severance 53 Litigation settlements and contingencies 392 Operating income 8,031 Interest expense, net ( 46,867 ) Other income 123,272 Income before income taxes and discontinued operations $ 84,436 The CODM does not review information on segment assets and as such, no segment asset information is reported herein. 94 LENDINGTREE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 23— RESTRUCTURING ACTIVITIES During September 2023, the Company initiated workforce reductions of 14 employees. The Company incurred approximately $ 0.9 million in severance charges in connection with the workforce reductions, consisting of cash expenditures for employee separation costs of approximately $ 0.7 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $ 0.2 million. The cash payments are expected to be substantially completed by the third quarter of 2024. On April 6, 2023, the Company made the decision to close the Ovation credit services business ( the "Ovation Closure".) The Ovation Closure includes the elimination of approximately 197 employees, or 18 %, of the Company's current workforce. As a result of the Ovation Closure, the Company incurred $ 2.1 million in restructuring expense in connection with cash expenditures for employee separation costs. The Ovation Closure, including cash payments, is expected to be completed by the first quarter of 2024. On March 24, 2023, the Company committed to a workforce reduction plan (the “Reduction Plan”), to reduce operating costs. The Reduction Plan includes the elimination of approximately 162 employees, or 13 %, of the Company’s current workforce. As a result of the Reduction Plan, the Company incurred approximately $ 5.3 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of approximately $ 4.3 million and non-cash charges for the accelerated vesting of certain equity awards of approximately $ 1.0 million. The Reduction Plan, including cash payments, is expected to be substantially completed by the end of the second quarter of 2024. During 2022, the Company completed workforce reductions in each of the first, second, and fourth quarters of approximately 75 employees, 25 employees, and 50 employees, respectively. The Company incurred total expense in 2022 of $ 4.4 million consisting of employee separation costs of $ 3.3 million and non-cash compensation expense of $ 1.1 million due to the accelerated vesting of certain equity awards. All employee separation costs for 2022 actions were paid by the end of 2023. Accrued Balance at December 31, 2022 Income Statement Impact Payments Non-Cash Accrued Balance at December 31, 2023 Q3 2023 action Employee separation payments — 683 ( 429 ) — 254 Non-cash compensation — 205 — ( 205 ) — Q2 2023 action Employee separation payments — 2,063 ( 2,029 ) — 34 Q1 2023 action Employee separation payments — 4,253 ( 3,832 ) — 421 Non-cash compensation — 1,066 — ( 1,066 ) — 2022 action Employee separation payments 304 13 ( 317 ) — — $ 304 $ 8,283 $ ( 6,607 ) $ ( 1,271 ) $ 709 Accrued Balance at December 31, 2021 Income Statement Impact Payments Non-Cash Accrued Balance at December 31, 2022 2022 actions Employee separation payments $ — $ 3,345 $ ( 3,041 ) $ — $ 304 Non-cash compensation — 1,083 — ( 1,083 ) — $ — $ 4,428 $ ( 3,041 ) $ ( 1,083 ) $ 304 95 Table of Contents ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable.