What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-16 · 65 added, 58 removed, 183 unchanged (40% of the section changed)

15 unchanged sentences

Changes in Internal Control Over Financial Reporting

The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness.

In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(d), our management, including our CEO and our CFO, also conducted an evaluation of the Company's internal control over financial reporting to determine whether any changes occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Based on that evaluation, there has been no such change during the quarter ended December 31, 2020.

On July 1, 2021, the Company completed its acquisition of Angi Roofing.

Accordingly, the acquired assets and liabilities of Angi Roofing are included in our consolidated balance sheet at December 31, 2021 and the results of its operations and cash flows are reported in our consolidated statements of income and cash flows from July 1, 2021 through December 31, 2021.

We have elected to exclude Angi Roofing from the Company’s assessment of internal control over financial reporting as of December 31, 2021.

Angi Roofing represented less than 5% of the Company’s net assets and revenue as of and for the year ended December 31, 2021.

During the quarter ended December 31, 2021, there have been no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Consolidated Financial Statements and Supplementary Data and Report of Independent Registered Public Accounting Firm , which reports are incorporated herein by reference.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of ANGI Homeservices Inc.

To the Shareholders and the Board of Directors of Angi Inc.

Opinion on Internal Control Over Financial Reporting

We have audited ANGI Homeservices Inc.

We have audited Angi Inc.

and subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, ANGI Homeservices Inc.

In our opinion, Angi Inc.

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

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated February 16, 2021 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Total Home Roofing, Inc., acquired on July 1, 2021, which is included in the 2021 consolidated financial statements of the Company and constituted less than 5% of the Company’s net assets and revenues as of and for the year ended December 31, 2021.

Our audit of internal control over financial reporting of Angi Inc.

also did not include an evaluation of the internal control over financial reporting of Total Home Roofing, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated March 1, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

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New York, New York

February 16, 2021

March 1, 2022

Other Information

Not applicable.

The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated herein by reference to the definitive Proxy Statement to be used in connection with the ANGI Homeservices 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

The information required by Part III (Items 10, 11, 12, 13 and 14) has been incorporated herein by reference to the definitive Proxy Statement to be used in connection with the Angi Inc.

2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”), as set forth below in accordance with General Instruction G(3) of Form 10-K.

Directors, Executive Officers and Corporate Governance

The information required by Items 401 and 405 of Regulation S-K relating to directors and executive officers of ANGI Homeservices and their compliance with Section 16(a) of the Exchange Act is set forth in the sections entitled “Information Concerning Director Nominees” and “Information Concerning ANGI Executive Officers Who Are Not Directors,” and “Delinquent Section 16(a) Reports,” respectively, in the 2021 Proxy Statement and is incorporated herein by reference.

The information required by Item 406 of Regulation S-K relating to the ANGI Homeservices Code of Ethics is set forth under the caption “Part I-Item 1-Business-Description of Our Businesses-Additional Information-Code of Ethics” of this annual report and is incorporated herein by reference.

The information required by Items 401 and 405 of Regulation S-K relating to directors and executive officers of Angi Inc.

and their compliance with Section 16(a) of the Exchange Act is set forth in the sections entitled “Information Concerning Director Nominees” and “Information Concerning Angi Inc.

Executive Officers Who Are Not Directors,” and “Delinquent Section 16(a) Reports,” respectively, in the 2022 Proxy Statement and is incorporated herein by reference.

The information required by Item 406 of Regulation S-K relating to the Angi Inc.

Code of Ethics is set forth under the caption “Part I-Item 1-Business-Description of Our Businesses-Additional Information-Code of Ethics” of this annual report and is incorporated herein by reference.

The information required by subsections (c)(3), (d)(4) and (d)(5) of Item 407 of Regulation S-K is set forth in the sections entitled “Corporate Governance” and “The Board and Board Committees” in the 2022 Proxy Statement and is incorporated herein by reference.

6 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

Information regarding certain relationships and related transactions involving ANGI Homeservices required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2021 Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions involving Angi Inc.

required by Item 404 of Regulation S-K and director independence determinations required by Item 407(a) of Regulation S-K is set forth in the sections entitled “Certain Relationships and Related Person Transactions” and “Corporate Governance,” respectively, in the 2022 Proxy Statement and is incorporated herein by reference.

Principal Accounting Fees and Services

Information required by Item 9(e) of Schedule 14A regarding the fees and services of the Company’s independent registered public accounting firm and the pre-approval policies and procedures applicable to services provided to the Company by such firm is set forth in the sections entitled “Fees Paid to Our Independent Registered Public Accounting Firm” and “Audit and Non-Audit Services Pre-Approval Policy,” respectively, in the 2022 Proxy Statement and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) List of documents filed as part of this Report:

(1) Consolidated Financial Statements of ANGI Homeservices

(1) Consolidated Financial Statements of Angi Inc.

Report of Independent Registered Public Accounting Firm:

Ernst & Young LLP.

Ernst & Young LLP (PCAOB ID:

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

4 unchanged sentences

Notes to Consolidated Financial Statements.

(2) Consolidated Financial Statement Schedule of ANGI Homeservices

(2) Consolidated Financial Statement Schedule of Angi Inc.

II Valuation and Qualifying Accounts.

All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference herein by reference to the location indicated or furnished herewith.

The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.

Exhibit Number Description Location

4 unchanged sentences

and ANGI Homeservices Inc., filed on August 30, 2017 pursuant to Rule 424(b)(3) .

3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc.

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2021.

3.2 Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc.

Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on October 2, 2017.

3.2 Amended and Restated Bylaws of ANGI Homeservices Inc.

Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017 .

3.3 Amended and Restated Bylaws of Angi Inc.

Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2021.

Description of Securities (1) .

8 unchanged sentences

Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on August 20, 2020.

4.5 Form of Angi Inc.

Common Stock Certificate.

Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed on May 10, 2021.

10.1 Contribution Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc.

23 unchanged sentences

333-219064), filed on August 28, 2017 .

10.9 Employment Agreement between William B.

Ridenour and ANGI Homeservices Inc., dated as of November 18, 2018.

Exhibit 10-9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

10.1 Employment Agreement between Jamie Cohen and ANGI Homeservices Inc., dated as of March 12, 2019.

Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019.

10.11 Employment Agreement between Craig Smith and ANGI Homeservices Inc., dated as of August 24, 2017.

Exhibit 10.7 to the Registration Statement on Form S-4, as amended (SEC File No.

333-219064), filed on August 28, 2017 .

10.12 Employment Agreement between Allison Lowrie and ANGI Homeservices Inc., dated as of August 24, 2017.

Exhibit 10.8 to the Registration Statement on Form S-4, as amended (SEC File No.

333-219064), filed on August 28, 2017 .

10.9 Employment Agreement between Shannon Shaw and ANGI Homeservices Inc., dated as of February 22, 2019.

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019.

10.14 Employment Agreement between Oisin Hanrahan and ANGI Homeservices Inc., dated as of June 26, 2019.

Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.

10.10 Employment Agreement between Angela R.

2 unchanged sentences

333-219064), filed on June 30, 2018.

10.16 Amended and Restated Credit Agreement, dated as of November 5, 2018, by and among ANGI Homeservices Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on November 9, 2018.

10.17 Amendment No.

1, dated as of August 12, 2020, among ANGI Homeservices Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on August 12, 2020.

10.18 Joinder and Reaffirmation Agreement, dated as of August 12, 2020, among ANGI Homeservices Inc., ANGI Group, LLC, each of the parties listed on Schedule 1 thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on August 12, 2020.

10.19 Advisory Agreement, dated September 8, 2020, between ANGI Homeservices Inc.

and Craig Smith.

Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on September 11, 2020.

Employment Agreement between Bryan Ellis and HomeAdvisor, Inc., dated as of April 24, 2020.

10.12 Employment Agreement between Oisin Hanrahan and ANGI Homeservices Inc., dated as of February 24, 2021.

Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K, filed on February 25, 2021.

Employment Agreement between Umang Dua and Angi Inc., dated as of February 24, 2021.

10.14 Employment Agreement between Kulesh Shanmugasundaram and Angi Inc., dated as of March 25, 2021.

Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q , filed on May 10 , 2021.

10.15 Employment Agreement between Jeff Pedersen and Angi Inc., dated as of June 18, 2021.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 24, 2021.

10.16 Employment Agreement between Dhanusha Sivajee and Angi Inc., dated as of July 30, 2021.

1 to the Registrant’s Quarterly Report on Form 10-Q, filed on November 5 , 2021.

Subsidiaries of the Registrant as of December 31, 2021.

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XBRL and contained in Exhibit 101)

_________________________________________

(1) Filed herewith.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 16, 2021 ANGI Homeservices Inc.

Interim Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 16, 2021:

March 1, 2022

/s/ JEFFREY W.

Chief Financial Officer

Signature Title

/s/ WILLIAM B.

RIDENOUR Chief Executive Officer and Director

SCHIFFMAN Interim Chief Financial Officer and Director

/s/ OISIN HANRAHAN Chief Executive Officer and Director

Oisin Hanrahan

/s/ JEFFREY W.

PEDERSEN Chief Financial Officer

/s/ CHRISTOPHER W.

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HICKS BOWMAN Director

/s/ SANDRA HURSE Director

/s/ JEREMY G.

PHILIPS Director

SCHIFFMAN Director

/s/ MARK STEIN Director

2 unchanged sentences

Gregg Winiarski

/s/ YILU ZHAO Director

ANGI HOMESERVICES INC.

AND SUBSIDIARIES

11 unchanged sentences

Deferred tax valuation allowance 77,076 ( 5,925 ) (e)

( 4,525 ) (f)

Other reserves 7,495 $ 11,360

4 unchanged sentences

Deferred tax valuation allowance 71,472 ( 235 ) (g)

( 1,514 ) (f)

Other reserves 5,057 7,495

9 unchanged sentences

(b) Additions to the revenue reserves are charged against revenue.

(d) Write-off of revenue reserve as credits are granted to service professionals

(e) Amount is primarily related to an increase in foreign NOLs largely offset by a decrease in state NOLs.

(d) Write-off of revenue reserve as credits are granted to customers.

(e) Amount is primarily related to a decrease in state and foreign NOLs.

(f) Amount is primarily related to currency translation adjustments on foreign NOLs.

(g) Amount is primarily related to foreign and state NOLs.

(h) Amount is primarily related to state NOLs.

(g) Amount is primarily related to an increase in foreign NOLs largely offset by a decrease in state NOLs.

(h) Amount is primarily related to foreign and state NOLs.

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

What changed 10-K

Item 9A. Controls and Procedures