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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-01 · 39 added, 61 removed, 187 unchanged (35% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of the Company's Disclosure Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting in order to improve their 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(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our CEO and our CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, our CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

Management's Report on Internal Control Over Financial Reporting

2 unchanged sentences

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In making this assessment, management used the criteria for effective internal control over financial reporting described in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this assessment, management has determined that, as of December 31, 2022, the Company’s internal control over financial reporting is effective.

3 unchanged sentences

Changes in Internal Control Over Financial Reporting

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.

During the quarter ended December 31, 2022, there have been no other changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) of the Exchange Act 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.

6 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 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, 2022 and 2021, and the related consolidated statements of operations, comprehensive operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a), and our report dated March 1, 2023 expressed an unqualified opinion thereon.

63 unchanged sentences

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

Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc.

3.2 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.

3.3 Amended and Restated Bylaws of Angi Inc.

10 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 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.

10.9 Employment Agreement between Angela R.

2 unchanged sentences

333-219064), filed on June 30, 201 7 .

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.

10.10 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.

10.11 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.

Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31 , 2 021.

10.12 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.

Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30 , 2021.

10.13 Employment Agreement between Andrew Russakoff and Angi Inc., dated as of June 9, 2022.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 9 , 202 2 .

10.14 Separation Agreement, dated as of October 10, 2022, by and between Angi Inc.

and Oisin Hanrahan.

Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed on October 11, 2022.

10.15 Separation Agreement, dated as of December 5, 2022, by and between Angi Inc.

and Umang Dua.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on December 5, 2022.

Subsidiaries of the Registrant as of December 31, 2022.

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

101.INS Inline XBRL Instance (the instance document

does not appear in the Interactive Data File because

its XBRL tags are embedded within the Inline XBRL

101.INS Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH Inline XBRL Taxonomy Extension Schema (1)

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XBRL and contained in Exhibit 101)

________________________________________________

(1) Filed herewith.

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March 1, 2023

/s/ JEFFREY W.

/s/ ANDREW RUSSAKOFF

Andrew Russakoff

Chief Financial Officer

1 unchanged sentence

Signature Title

/s/ OISIN HANRAHAN Chief Executive Officer and Director

Oisin Hanrahan

/s/ JEFFREY W.

PEDERSEN Chief Financial Officer

/s/ JOSEPH LEVIN Chief Executive Officer, Chairman of the Board, and Director

/s/ ANDREW RUSSAKOFF Chief Financial Officer

Andrew Russakoff

/s/ CHRISTOPHER W.

1 unchanged sentence

Christopher W.

/s/ JOSEPH LEVIN Chairman of the Board and Director

/s/ THOMAS R.

2 unchanged sentences

HAAS Director

/s/ CHRISTOPHER HALPIN Director

Christopher Halpin

/s/ KENDALL HANDLER Director

8 unchanged sentences

/s/ SUZY WELCH Director

/s/ GREGG WINIARSKI Director

Gregg Winiarski

AND SUBSIDIARIES

6 unchanged sentences

(In thousands)

Credit loss reserves $ 26,046 $ 88,076 (a)

$ 92 $ ( 80,562 ) (c)

Revenue reserves 1,793 117,239 (b)

— ( 116,323 ) (d)

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

( 4,525 ) (f)

Other reserves 7,495 $ 11,360

Credit loss reserves $ 19,066 $ 78,229 (a)

$ ( 152 ) $ ( 71,097 ) (c)

Revenue reserves 1,227 103,627 (b)

Allowance for credit losses $ 33,652 108,151 (a)

$ 110 $ ( 98,753 ) (b)

Deferred tax valuation allowance 66,626 $ 1,958 (c)

$ ( 3,544 ) (d)

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

Other reserves 777 692

Credit loss reserves $ 15,622 $ 64,278 (a)

$ ( 46 ) $ ( 60,788 ) (c)

Revenue reserves 981 111,069 (b)

Allowance for credit losses $ 26,046 $ 88,076 (a)

$ 92 $ ( 80,562 ) (b)

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

( 4,525 ) (d)

Deferred tax valuation allowance 58,903 14,083 (h)

( 1,514 ) (f)

Other reserves — 777

Allowance for credit losses $ 19,066 $ 78,229 (a)

$ ( 152 ) $ ( 71,097 ) (b)

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

_________________________________________________________

(a) Additions to the credit loss reserve are charged to expense.

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

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

(b) Write-off of fully reserved accounts receivable balance, net of recoveries.

(c) Amount is primarily related to a net decrease in foreign NOLs partially offset by an increase in unbenefited capital losses and state tax attributes.

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

(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 an increase in foreign NOLs largely offset by a decrease in state NOLs.

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

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