Angi Inc. 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s long-term debt. At December 31, 2022, the principal amount of the Company’s outstanding debt is comprised of $500.0 million of ANGI Group Senior Notes, which bears interest at a fixed rate. If market rates decline, the Company runs the risk that the related required payments of the ANGI Group Senior Notes will exceed those based on market rates. A 100-basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $23.3 million. Such potential increase or decrease in fair value is based on certain simplifying assumptions, including an immediate increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period. Foreign Currency Exchange Risk The Company has operations in certain foreign markets, primarily in various jurisdictions within the European Union and the United Kingdom. The Company has exposure to foreign currency exchange risk related to its foreign subsidiaries that transact business in a functional currency other than the U.S. dollar. As a result, as foreign currency exchange rates fluctuate, the translation of the statement of operations of the Company’s international businesses into U.S. dollars affects year-over-year comparability of operating results. In addition, certain of the Company’s U.S. operations have customers in international markets. International revenue, which is measured based upon where the customer is located, accounted for 5%, 6%, and 6% for the years ended December 31, 2022, 2021 and 2020, respectively. The Company is also exposed to foreign currency transaction gains and losses to the extent it or its subsidiaries conduct transactions in and/or have assets and/or liabilities that are denominated in a currency other than the entity’s functional currency. The Company recorded foreign exchange gains and (losses) of $3.4 million, $1.2 million, and $(0.1) million for the year ended December 31, 2022, 2021 and 2020, respectively. The Company’s exposure to foreign currency exchange gains or losses have not been material to the Company, therefore, the Company has not hedged any foreign currency exposures. Any growth and expansion of our international operations increases our exposure to foreign exchange rate fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could have a significant impact on our future results of operations. 50 Table of Contents Item 8. Consolidated Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Angi Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Angi Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, 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) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 51 Table of Contents Goodwill - Quantitative Impairment Assessment for Angi Services Description of the Matter As of December 31, 2022, the Company’s goodwill balance was $882.9 million. As disclosed in Note 2 to the consolidated financial statements, goodwill is assessed annually for impairment using either a qualitative or quantitative approach as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. In 2022, the Company performed a quantitative test over the Services reporting unit. The fair value of the Services reporting unit is determined using both an income approach based on discounted cash flows (“DCF”) and a market approach. The Company determined the fair value exceeded the carrying value of the Services reporting unit by $ 40 million. Auditing management’s quantitative impairment test for goodwill recorded for the Angi Services reporting unit was complex and judgmental due to the measurement uncertainty in estimating the fair value of the reporting unit for goodwill. Specifically, the fair value estimate was sensitive to assumptions such as the discount rate and revenue growth rates used in the DCF model as well as the selection of a peer group of companies used in the market approach. These assumptions are affected by such factors as expected future market or economic conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its goodwill impairment review process. For example, we tested controls over management’s review of the valuation methodologies and significant assumptions used to estimate the fair value of the Angi Services reporting unit for goodwill, including projected financial information, the discount rate, and the selection of a peer group of companies. To test the estimated fair value of the Company’s Angi Services reporting unit, our audit procedures included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions and underlying data used by the Company. We evaluated the reasonableness of the projected financial information by comparing the significant assumptions to current industry and economic trends and changes in the Company’s business. We also evaluated management’s projected financial information to identify, understand and evaluate changes in forecasted results as compared to historical results. We evaluated the reasonableness of the Company’s selection of a peer group of companies. We performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the Company’s reporting units for goodwill resulting from changes in the assumptions. In addition, we involved an internal valuation specialist to assist in evaluating the valuation methodologies and significant assumptions applied in developing the fair value estimates. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2017. New York, New York March 1, 2023 52 Table of Contents ANGI INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET December 31, 2022 December 31, 2021 (In thousands, except par value amounts) ASSETS Cash and cash equivalents $ 321,155 $ 428,136 Accounts receivable, net 93,880 86,319 Other current assets 69,167 70,548 Total current assets 484,202 585,003 Capitalized software, leasehold improvements and equipment, net 153,855 118,267 Goodwill 882,949 916,039 Intangible assets, net 178,105 193,826 Deferred income taxes 145,460 122,693 Other non-current assets, net 63,207 76,245 TOTAL ASSETS $ 1,907,778 $ 2,012,073 LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES: Accounts payable $ 30,862 $ 38,860 Deferred revenue 50,907 53,834 Accrued expenses and other current liabilities 200,015 185,747 Total current liabilities 281,784 278,441 Long-term debt, net 495,284 494,552 Deferred income taxes 2,906 1,883 Other long-term liabilities 76,426 91,670 Commitments and contingencies SHAREHOLDERS’ EQUITY: Class A common stock, $ 0.001 par value; authorized 2,000,000 shares; issued 102,810 and 99,745 shares, respectively, and outstanding 82,599 and 80,578 , respectively 103 100 Class B convertible common stock, $ 0.001 par value; authorized 1,500,000 shares; 422,019 and 422,019 shares issued and outstanding 422 422 Class C common stock, $ 0.001 par value; authorized 1,500,000 shares; no shares issued and outstanding — — Additional paid-in capital 1,405,294 1,350,457 Accumulated deficit ( 190,079 ) ( 61,629 ) Accumulated other comprehensive (loss) income ( 1,172 ) 3,309 Treasury stock, 20,211 and 19,167 shares, respectively ( 166,184 ) ( 158,040 ) Total Angi Inc. shareholders’ equity 1,048,384 1,134,619 Noncontrolling interests 2,994 10,908 Total shareholders’ equity 1,051,378 1,145,527 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,907,778 $ 2,012,073 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 53 Table of Contents ANGI INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS Year Ended December 31, 2022 2021 2020 (In thousands, except per share data) Revenue $ 1,891,524 $ 1,685,438 $ 1,467,925 Cost of revenue (exclusive of depreciation shown separately below) 438,060 325,880 173,281 Gross Profit 1,453,464 1,359,558 1,294,644 Operating costs and expenses: Selling and marketing expense 913,022 883,643 762,590 General and administrative expense 474,210 405,819 374,096 Product development expense 73,821 70,933 68,803 Depreciation 78,270 59,246 52,621 Amortization of intangibles 14,441 16,430 42,902 Goodwill impairment 26,005 — — Total operating costs and expenses 1,579,769 1,436,071 1,301,012 Operating loss ( 126,305 ) ( 76,513 ) ( 6,368 ) Interest expense ( 20,107 ) ( 23,485 ) ( 14,178 ) Other income (expense),net 1,178 ( 2,509 ) 1,218 Loss before income taxes ( 145,234 ) ( 102,507 ) ( 19,328 ) Income tax benefit 17,252 32,013 15,168 Net loss ( 127,982 ) ( 70,494 ) ( 4,160 ) Net earnings attributable to noncontrolling interests ( 468 ) ( 884 ) ( 2,123 ) Net loss attributable to Angi Inc. shareholders $ ( 128,450 ) $ ( 71,378 ) $ ( 6,283 ) Per share information attributable to Angi Inc. shareholders: Basic loss per share $ ( 0.26 ) $ ( 0.14 ) $ ( 0.01 ) Diluted loss per share $ ( 0.26 ) $ ( 0.14 ) $ ( 0.01 ) Stock-based compensation expense by function: Selling and marketing expense $ 6,015 $ 4,064 $ 4,662 General and administrative expense 37,793 19,768 73,846 Product development expense 8,860 4,870 5,141 Total stock-based compensation expense $ 52,668 $ 28,702 $ 83,649 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 54 Table of Contents ANGI INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS Years Ended December 31, 2022 2021 2020 (In thousands) Net loss $ ( 127,982 ) $ ( 70,494 ) $ ( 4,160 ) Other comprehensive (loss) income: Change in foreign currency translation adjustment ( 5,028 ) ( 1,219 ) 6,827 Comprehensive (loss) income ( 133,010 ) ( 71,713 ) 2,667 Components of comprehensive loss (income) attributable to noncontrolling interests: Net earnings attributable to noncontrolling interests ( 468 ) ( 884 ) ( 2,123 ) Change in foreign currency translation adjustment attributable to noncontrolling interests 547 ( 109 ) ( 811 ) Comprehensive loss (income) attributable to noncontrolling interests 79 ( 993 ) ( 2,934 ) Comprehensive loss attributable to Angi Inc. shareholders $ ( 132,931 ) $ ( 72,706 ) $ ( 267 ) The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 55 ANGI INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2022, 2021, and 2020 Angi Inc. Shareholders’ Equity Class A Common Stock $0.001 Par Value Class B Convertible Common Stock $0.001 Par Value Class C Common Stock $0.001 Par Value Total Angi Inc. Shareholders’ Equity Accumulated Other Comprehensive (Loss) Income Total Shareholders’ Equity Redeemable Noncontrolling Interests Additional Paid-in Capital (Accumulated Deficit) Retained Earnings Treasury Stock Noncontrolling Interests $ Shares $ Shares $ Shares (In thousands) Balance as of December 31, 2019 $ 26,663 $ 87 87,007 $ 422 421,570 $ — — $ 1,357,075 $ 16,032 $ ( 1,379 ) $ ( 57,949 ) $ 1,314,288 $ 9,264 $ 1,323,552 Net (loss) earnings 767 — — — — — — — ( 6,283 ) — — ( 6,283 ) 1,356 ( 4,927 ) Other comprehensive income (loss) 439 — — — — — — — — 6,016 — 6,016 372 6,388 Stock-based compensation expense 15 — — — — — — 85,267 — — — 85,267 — 85,267 Issuance of common stock pursuant to stock-based awards, net of withholding taxes — 7 7,231 — — — — ( 62,704 ) — — — ( 62,697 ) — ( 62,697 ) Issuance of common stock to IAC Inc. pursuant to the employee matters agreement — — — — 292 — — ( 1,445 ) — — — ( 1,445 ) — ( 1,445 ) Purchase of treasury stock — — — — — — — — — — ( 64,132 ) ( 64,132 ) — ( 64,132 ) Adjustment pursuant to the tax sharing agreement — — — — — — — 3,613 — — — 3,613 — 3,613 Purchase of redeemable noncontrolling interests ( 3,165 ) — — — — — — — — — — — ( 1,115 ) ( 1,115 ) Adjustment of redeemable noncontrolling interests to fair value 1,645 — — — — — — ( 1,645 ) — — — ( 1,645 ) — ( 1,645 ) Other — — — — — — — ( 692 ) — — — ( 692 ) 690 ( 2 ) Balance as of December 31, 2020 $ 26,364 $ 94 94,238 $ 422 421,862 $ — — $ 1,379,469 $ 9,749 $ 4,637 $ ( 122,081 ) $ 1,272,290 $ 10,567 $ 1,282,857 Net (loss) earnings ( 23 ) — — — — — — — ( 71,378 ) — — ( 71,378 ) 907 ( 70,471 ) Other comprehensive income (loss) 515 — — — — — — — — ( 1,328 ) — ( 1,328 ) ( 406 ) ( 1,734 ) Stock-based compensation expense — — — — — — — 33,057 — — — 33,057 — 33,057 Issuance of common stock pursuant to stock-based awards, net of withholding taxes — 3 2,919 — — — — ( 61,226 ) — — — ( 61,223 ) — ( 61,223 ) Issuance of common stock to IAC Inc. pursuant to the employee matters agreement — 3 2,588 — 157 — — ( 3 ) — — — — — — Purchase of treasury stock — — — — — — — — — — ( 35,959 ) ( 35,959 ) — ( 35,959 ) Purchase of noncontrolling interests ( 28,318 ) — — — — — — — — — — — ( 160 ) ( 160 ) Adjustment of redeemable noncontrolling interests to fair value 1,462 — — — — — — ( 430 ) — — — ( 430 ) — ( 430 ) Other — — — — — — — ( 410 ) — — — ( 410 ) — ( 410 ) Balance as of December 31, 2021 $ — $ 100 99,745 $ 422 422,019 $ — — $ 1,350,457 $ ( 61,629 ) $ 3,309 $ ( 158,040 ) $ 1,134,619 $ 10,908 $ 1,145,527 56 ANGI INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY Years Ended December 31, 2022, 2021, and 2020 Angi Inc. Shareholders’ Equity Class A Common Stock $0.001 Par Value Class B Convertible Common Stock $0.001 Par Value Class C Common Stock $0.001 Par Value Total Angi Inc. Shareholders’ Equity Accumulated Other Comprehensive (Loss) Income Total Shareholders’ Equity Redeemable Noncontrolling Interests Additional Paid-in Capital (Accumulated Deficit) Retained Earnings Treasury Stock Noncontrolling Interests $ Shares $ Shares $ Shares (In thousands) Net (loss) earnings — — — — — — — — ( 128,450 ) — — ( 128,450 ) 468 ( 127,982 ) Other comprehensive loss — — — — — — — — — ( 4,481 ) — ( 4,481 ) ( 547 ) ( 5,028 ) Stock-based compensation expense — — — — — — — 55,891 — — — 55,891 — 55,891 Issuance of common stock pursuant to stock-based awards, net of withholding taxes — 3 3,066 — — — — ( 8,630 ) — — — ( 8,627 ) — ( 8,627 ) Purchase of treasury stock — — — — — — — — — — ( 8,144 ) ( 8,144 ) — ( 8,144 ) Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary — — — — — — — 7,580 — — — 7,580 ( 7,835 ) ( 255 ) Other — — — — — — — ( 4 ) — — — ( 4 ) — ( 4 ) Balance as of December 31, 2022 $ — $ 103 102,811 $ 422 422,019 $ — — $ 1,405,294 $ ( 190,079 ) $ ( 1,172 ) $ ( 166,184 ) $ 1,048,384 $ 2,994 $ 1,051,378 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 57 Table of Contents ANGI INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2022 2021 2020 (In thousands) Cash flows from operating activities: Net loss $ ( 127,982 ) $ ( 70,494 ) $ ( 4,160 ) Adjustments to reconcile net loss to net cash provided by operating activities: Provision for credit losses 108,151 88,076 78,229 Stock-based compensation expense 52,668 28,702 83,649 Depreciation 78,270 59,246 52,621 Amortization of intangibles 14,441 16,430 42,902 Deferred income taxes ( 21,611 ) ( 36,306 ) ( 15,278 ) Foreign currency transaction loss 3,357 1,679 87 Goodwill impairment 26,005 — — Non-cash lease expense (including impairment of right-of-use assets) 15,107 20,716 13,659 Other adjustments, net ( 45 ) 8,263 1,784 Changes in assets and liabilities, net of effects of acquisitions and dispositions: Accounts receivable ( 116,516 ) ( 114,123 ) ( 79,830 ) Other assets 497 923 ( 6,277 ) Accounts payable and other liabilities 11,644 21,331 39,454 Operating lease liabilities ( 17,317 ) ( 16,847 ) ( 13,391 ) Income taxes payable and receivable 3,203 232 ( 1,243 ) Deferred revenue ( 2,803 ) ( 1,619 ) ( 3,786 ) Net cash provided by operating activities 27,069 6,209 188,419 Cash flows from investing activities: Acquisitions, net of cash acquired — ( 25,607 ) ( 2,264 ) Capital expenditures ( 116,352 ) ( 70,215 ) ( 52,488 ) Purchases of marketable debt securities — — ( 99,977 ) Proceeds from maturities of marketable debt securities — 50,000 50,000 Net proceeds from the sale of a business — 750 731 Proceeds from sale of fixed assets 266 — 20 Other, net — — 24 Net cash used in investing activities ( 116,086 ) ( 45,072 ) ( 103,954 ) Cash flows from financing activities: Proceeds from the issuance of Senior Notes — — 500,000 Principal payments on Term Loan — ( 220,000 ) ( 27,500 ) Debt issuance costs — — ( 6,484 ) Purchase of treasury stock ( 8,144 ) ( 35,403 ) ( 63,674 ) Withholding taxes paid on behalf of employees on net settled stock-based awards ( 8,827 ) ( 61,908 ) ( 64,079 ) Distribution from IAC pursuant to the tax sharing agreement — — 3,071 Purchase of noncontrolling interests — ( 27,857 ) ( 4,281 ) Other, net ( 256 ) — — Net cash (used in) provided by financing activities ( 17,227 ) ( 345,168 ) 337,053 Total cash (used) provided ( 106,244 ) ( 384,031 ) 421,518 Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 1,105 ) ( 45 ) 565 Net (decrease) increase in cash and cash equivalents and restricted cash ( 107,349 ) ( 384,076 ) 422,083 Cash and cash equivalents and restricted cash at beginning of period 429,485 813,561 391,478 Cash and cash equivalents and restricted cash at end of period $ 322,136 $ 429,485 $ 813,561 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 58 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1— ORGANIZATION Nature of Operations Angi Inc. connects quality home service professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. During the year ended December 31, 2022, over 220,000 domestic service professionals actively sought consumer matches, completed jobs, or advertised work through Angi Inc. platforms. Additionally, consumers turned to at least one of our brands to find a service professional for approximately 29 million projects during the year ended December 31, 2022. Ads and Leads provides service professionals the capability to engage with potential customers, including quote and invoicing services, and provides consumers with tools and resources to help them find local, pre-screened and customer-rated service professionals nationwide for home repair, maintenance and improvement projects. Services consumers can request household services directly through the Angi platform and Angi fulfills the request through the use of independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services. The matching and pre-priced booking services and related tools and directories are provided to consumers free of charge. Roofing provides roof replacement and repair services through its wholly-owned subsidiary Angi Roofing, LLC. The Company has four operating segments: (i) Ads and Leads; (ii) Services; (iii) Roofing; and (iv) International (Europe and Canada) and operates under multiple brands including Angi, HomeAdvisor, Handy, Total Home Roofing, and Angi Roofing. Roofing includes the business the Company acquired on July 1, 2021 known as Total Home Roofing. As used herein, “Angi,” the “Company,” “we,” “our,” “us,” and similar terms refer to Angi Inc. and its subsidiaries (unless the context requires otherwise). At December 31, 2022, IAC Inc., formerly known as IAC/InterActiveCorp (“IAC”) owned 84.1 % and 98.1 % of the economic interest and voting interest, respectively, of the Company. NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated. See “ Note 14—Related Party Transactions with IAC ” for information on transactions between Angi and IAC. In the opinion of management, the assumptions underlying the historical consolidated financial statements, including the basis on which the expenses have been allocated from IAC, are reasonable. However, the allocations may not reflect all of the expenses that Angi Inc. may have incurred as a standalone public company for the periods presented. Segment Changes As a result of management’s continued assessments of reporting structure, there was a decision in the fourth quarter of 2022 to refine segments to more effectively measure the businesses’ performance. Management has identified four reportable segments with discrete financial results to appropriately match operating costs to the revenues generated for these businesses (Ads & Leads, Services, Roofing and International). Our financial information for prior periods has been recast to conform to the current period presentation. COVID-19 Update The COVID-19 pandemic and the various responses to it created significant volatility, uncertainty and economic disruption. Recently, there has been a return to more normal societal interactions, including the way we operate our business. We cannot predict the future impacts of this ongoing and any new pandemic(s). 59 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accounting Estimates Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the fair values of cash equivalents; the carrying value of accounts receivable, including the determination of the allowance for credit losses; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the carrying value of right-of-use assets (“ROU assets”); the useful lives and recoverability of definite-lived intangible assets and capitalized software, leasehold improvements, and equipment; the recoverability of goodwill and indefinite-lived intangible assets; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets, and other factors that the Company considers relevant. Revenue Recognition The Company’s disaggregated revenue disclosures are presented in “ Note 11—Segment Information .” The Company accounts for a contract with a customer when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to our customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods. Ads and Leads Revenue Primarily reflects domestic ads and leads revenue, including consumer connection revenue for consumer matches, revenue from service professionals under contract for advertising and membership subscription revenue from service professionals and consumers. Consumer connection revenue varies based upon several factors, including the service requested, product experience offered, and geographic location of service. Consumer connection revenue is generally billed one week following a consumer match, with payment due upon receipt of invoice. The Company maintains a liability for potential credits issued to services providers. Revenue is also derived from (i) sales of time-based website, mobile and call center advertising to service professionals, (ii) service professional membership subscription fees, (iii) membership subscription fees from consumers, and (iv) other services. Angi service professionals generally pay for advertisements in advance on a monthly or annual basis at the option of the service professional, with the average advertising contract term being approximately one year. Angi website, mobile and call center advertising revenue is recognized ratably over the contract term. Revenue from the sale of advertising in the Angie’s List Magazine is recognized in the period in which the publication is distributed. Service professional membership subscription revenue is initially deferred upon receipt of payment and is recognized using the straight-line method over the applicable subscription period, which is typically one year. Angi prepaid consumer membership subscription fees are recognized as revenue using the straight-line method over the term of the applicable subscription period, which is typically one year. Services Revenue Primarily reflects domestic revenue from pre-priced offerings by which the consumer requests services through Services platforms and we engage a service professional to perform the service. Consumers are billed when a job is scheduled through the Services platform. Billing practices are governed by the contract terms of each project as negotiated with the consumer. Billings do not necessarily correlate with revenue recognized over time as this is based on the timing of when the consumer receives the promised services. From January 1, 2020 through December 31, 2022, Angi Services recorded revenue on a gross basis. Effective January 1, 2023, Angi Inc. modified the Services terms and conditions so that the service professional, rather than Angi, Inc., has the 60 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) contractual relationship with the consumer to deliver the service and our performance obligation to the consumer is to connect them with the service professional. This change in contractual terms requires net revenue accounting treatment effective January 1, 2023. There is no impact to operating income or Adjusted EBITDA. Roofing Revenue Primarily reflects revenue from the roof replacement business offering by which the consumer purchases services directly from the Roofing business, which was acquired on July 1, 2021, and we then engage a service professional to perform the service. Consumers typically pay when a job is completed and revenue is recognized based on the Company’s progress in satisfying the roofing service. International Revenue Primarily reflects revenue generated within the International segment (comprised of businesses in Europe and Canada), including consumer connection revenue for consumer matches and membership subscription revenue from service professionals and consumers. Transaction Price The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services or goods, including amounts that are variable. Contracts may include sales incentives, such as rebates, which are accounted for as variable consideration when estimating the transaction price. The Company also maintains a liability for potential future refunds and customer credits, which is recorded as a reduction of revenue. All estimates of variable consideration are based upon historical experience and customer trends. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period. The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of net revenue or cost of revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASC 606, applicable to such contracts and does not consider the time value of money. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers, which are directly observable or based on an estimate if not directly observable. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company has determined that certain costs, primarily commissions paid to employees pursuant to certain sales incentive programs, meet the requirements to be capitalized as a cost of obtaining a contract. Capitalized sales commissions are amortized over the estimated customer relationship period. The Company calculates the estimated customer relationship period as the average customer life, which is based on historical data. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. For sales incentive programs where the customer relationship period is one year or less, the Company has elected the practical expedient to expense the costs as incurred. The following table provides information about our contract asset balances at the balance sheet dates. 61 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Classification December 31, 2022 December 31, 2021 (In thousands) Contract Assets Other current assets $ 37,220 $ 37,971 Other non-current assets $ 1,904 $ 1,109 During the years ended December 31, 2022 and 2021, the Company recognized expense of $ 77.4 million and $ 84.7 million, respectively, related to the amortization of these costs. Performance Obligations As permitted under the practical expedient available under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed. Accounts Receivables, Net of the Allowance for Credit Losses Accounts receivable include amounts billed and currently due from customers. The allowance for credit loss is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the specific customer’s ability to pay its obligation. The time between the Company’s issuance of an invoice and payment due date is not significant; customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date. Credit Losses The following table presents the changes in the allowance for credit loss for the years ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 (In thousands) Balance at January 1 $ 33,652 $ 26,046 Current period provision for credit losses 108,151 88,076 Write-offs charged against the allowance for credit loss ( 103,985 ) ( 82,911 ) Recoveries collected 5,342 2,441 Balance at December 31 $ 43,160 $ 33,652 Deferred Revenue Deferred revenue consists of advance payments that are received or are contractually due in advance of the Company’s performance. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the term of the applicable subscription period or expected completion of its performance obligation is one year or less. During the years ended December 31, 2022 and 2021, the Company recognized $ 53.4 million and $ 54.5 million of revenue that was included in the deferred revenue balance as of December 31, 2021 and 2020, respectively. The current deferred revenue balances are $ 50.9 million and $ 53.8 million at December 31, 2022 and 2021, respectively. The non-current deferred revenue balances are $ 0.1 million at both December 31, 2022 and 2021. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet. Cash and Cash Equivalents Cash and cash equivalents include cash and short-term investments, with maturities of less than 91 days from the date of purchase. Domestically, cash equivalents consist of AAA rated government money market funds, treasury discount notes, and time deposits. Internationally, there are no cash equivalents at December 31, 2022 and 2021. 62 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Investments in Marketable Debt Securities The Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed. Marketable debt securities are adjusted to fair value each quarter, and the unrealized gains and losses, net of tax, are included in accumulated other comprehensive (loss) income as a separate component of shareholders’ equity. The specific-identification method is used to determine the cost of debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive (loss) income into earnings. The Company reviews its debt securities for impairment, including from risk of credit loss, each reporting period. The Company recognizes an unrealized loss on debt securities in net loss when the impairment is determined to be other-than-temporary. Factors the Company considers in making such determination include the duration, severity and reason for the decline in value and the potential recovery and our intent to sell the debt security. The Company also considers whether it will be required to sell the security before recovery of its amortized cost basis and whether the amortized cost basis cannot be recovered because of credit losses. If an impairment is considered to be other-than-temporary, the debt security will be written down to its fair value and the loss will be recognized within other income (expense), net. The Company held no marketable debt securities at December 31, 2022 and 2021. Capitalized Software, Leasehold Improvements and Equipment Capitalized software, leasehold improvements and equipment, including significant improvements, are recorded at cost. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or, in the case of leasehold improvements, the lease term, if shorter. Asset Category Estimated Useful Lives Capitalized software and computer equipment 2 to 3 Years Furniture and other equipment 5 to 7 Years Leasehold improvements 5 to 25 Years The Company capitalizes certain internal use software costs including external direct costs utilized in developing or obtaining the software and compensation for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. The net book value of capitalized internal use software was $ 128.6 million and $ 86.4 million at December 31, 2022 and 2021, respectively. Business Combinations The purchase price of each acquisition is attributed to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets that either arise from a contractual or legal right or are separable from goodwill. The Company usually uses the assistance of outside valuation experts to assist in the allocation of purchase price to identifiable intangible assets acquired. While outside valuation experts may be used, management has ultimate responsibility for the valuation methods, models and inputs used and the resulting purchase price allocation. The excess purchase price over the net tangible and identifiable intangible assets is recorded as goodwill and is assigned to the reporting unit(s) that is expected to benefit from the combination as of the acquisition date. Goodwill and Indefinite-Lived Intangible Assets The Company assesses goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. At October 1, 2022, the Company has four reporting units: Ads and Leads, Services, Roofing and International. When the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further assessment of that reporting unit’s goodwill is necessary; 63 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) otherwise, a quantitative assessment is performed and the fair value of the reporting unit is determined. If the carrying value of the reporting unit exceeds its fair value an impairment equal to the excess is recorded. In the fourth quarter of 2022, our segment presentation was changed to reflect our four new operating segments, which now include (i) Ads and Leads, (ii) Services, (iii) Roofing and (iv) International (includes Europe and Canada). Goodwill was allocated to reflect the new segment presentation. The allocation of goodwill to Roofing and Canada reflects their respective historical carrying values because of the lack of operational integration with Angi North America; the allocation of the remaining goodwill to Ads and Leads and Services was based upon their relative fair values as of October 1, 2022. For the Company’s annual goodwill test at October 1, 2022, as a result of the significant changes in the operating segments and reporting units, we elected to perform a quantitative assessment of the reporting units’ goodwill first, instead of performing a qualitative assessment. The quantitative test for the reporting units of Ads & Leads, Services and International included use of both an income approach based on discounted cash flows (“DCF”) and a market approach. The quantitative test for the reporting unit of Roofing only included an income approach based on DCF as there were no relevant publicly traded company comparables to perform a market approach. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses are based on the Company’s most recent forecast and budget and, for years beyond the budget, the Company’s estimates, which are based, in part, on forecasted growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate, are assessed based on the reporting units' current results and forecasted future performance, as well as macroeconomic and industry specific factors. The discount rate used in determining the fair value of the Company’s Ads & Leads, Services, Roofing and International reporting units was 12 %, 15 %, 16 % and 18.5 %, respectively for 2022 and 15.0 % for the International reporting unit in 2021. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. As a result of the valuation process, we determined that the fair value of the Ads & Leads, Services and International reporting units exceeded the carrying value and thus there was no impairment of goodwill in 2022. The fair value based on the valuation exceeded the carrying value of the Ads & Leads, Services, and International reporting units by $ 1.3 billion, $ 40 million, and $ 143 million. For the Roofing reporting unit, we determined the carrying value exceeded the fair value, resulting in an impairment being recorded to goodwill totaling $ 26 million in 2022. While the Company has the option to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, the Company’s policy is to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part, because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company’s trade names and trademarks. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in the Company’s annual indefinite-lived impairment assessment ranged from 12.0 % to 18.5 % in 2022 and 11.1 % to 15.0 % in 2021, and the royalty rates used ranged from 2.0 % to 4.5 % in 2022 and 2.0 % to 5.0 % in 2021. The 2022, 2021 and 2020 annual assessments of indefinite-lived intangible assets identified no impairments. 64 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Long-Lived Assets and Intangible Assets with Definite Lives Long-lived assets, which consist of ROU assets, capitalized software, leasehold improvements and equipment and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset 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. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. Amortization of definite-lived intangible assets is computed either on a straight-line basis or based on the pattern in which the economic benefits of the asset will be realized. Fair Value Measurements The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are: • Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets. • Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market 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. The fair values of the Company’s Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used. • Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Warranty Costs As part of certain of our revenue arrangements, we include warranties providing customers with assurance on the quality of the services provided. Under our warranties, we incur costs to ensure the services performed are up to the customers standard and/or to reimburse for any claim for damages submitted in accordance with our warranty terms and conditions. These costs are recorded in the period the associated revenue is recognized as a component of cost of revenue in the Consolidated Statement of Operations. Advertising Costs Advertising costs are expensed in the period incurred (when the advertisement first runs for production costs that are initially capitalized) and represent online marketing, including fees paid to search engines, offline marketing, which is primarily television advertising and partner-related payments to those who direct traffic to our platforms. Advertising expense was $ 561.5 million, $ 556.4 million and $ 487.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Legal Costs Legal costs are expensed as incurred. 65 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Income Taxes The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, the income tax provision and/or benefit has been computed for the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the accompanying consolidated statement of cash flows. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. 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 if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company records interest, net of any applicable related income tax benefit, for uncertain tax positions as a component of income tax expense. The Company elects to recognize the tax on Global Intangible Low-Taxed Income as a period expense in the period the tax is incurred. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Angi Inc. shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock appreciation rights, stock options and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could share in the earnings of the Company. Foreign Currency Translation and Transaction Gains and Losses The financial position and operating results of foreign entities whose primary economic environment is based on their local currency are consolidated using the local currency as the functional currency. These local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses of these operations are translated at average rates of exchange during the period. Translation gains and losses are included in accumulated other comprehensive income (loss) as a component of shareholders’ equity. Transaction gains and losses resulting from assets and liabilities denominated in a currency other than the functional currency are included in the consolidated statement of operations as a component of other income (expense), net. Translation gains and losses relating to foreign entities that are liquidated or substantially liquidated are reclassified out of accumulated other comprehensive income (loss) into earnings. Stock-Based Compensation Stock-based compensation is measured at the grant date based on the fair value of the award and is expensed over the requisite service period. See “ Note 10—Stock‑based Compensation ” for a discussion of the Company’s stock-based compensation plans. Redeemable Noncontrolling Interests Noncontrolling interests in the consolidated subsidiaries of the Company are ordinarily reported on the consolidated balance sheet within shareholders’ equity, separately from the Company’s equity. However, securities that are redeemable at the option of the holder and not solely within the control of the issuer must be classified outside of shareholders’ equity. Accordingly, all noncontrolling interests that are redeemable at the option of the holder are presented outside of shareholders’ equity in the accompanying consolidated balance sheet. 66 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In connection with the acquisition of certain subsidiaries, management of these businesses has retained an ownership interest. The Company is party to fair value put and call arrangements with respect to these interests. These put and call arrangements allow management of these businesses to require the Company to purchase their interests or allow the Company to acquire such interests at fair value, respectively. The put arrangements do not meet the definition of a derivative instrument as the put agreements do not provide for net settlement. These put and call arrangements become exercisable by the Company and the counter-party at various dates. During the year ended December 31, 2021, the remaining redeemable non-controlling interest was exercised. One of these arrangements was exercised during the year ended December 31, 2020. Because these put arrangements are exercisable by the counter-party outside the control of the Company, to the extent that the fair value of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital. During the years ended December 31, 2021 and 2020, the Company recorded adjustments of $ 28.3 million and $ 1.6 million, respectively, to increase these interests to fair value. Fair value determinations require high levels of judgment and are based on various valuation techniques, including market comparables and discounted cash flow projections. Certain Risks and Concentrations The Company’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, consist primarily of cash and cash equivalents and marketable debt securities. Cash and cash equivalents are maintained with financial institutions and are in excess of Federal Deposit Insurance Corporation insurance limits. Recent Accounting Pronouncements There are no recently issued accounting pronouncements adopted or that have not yet been adopted by the Company that are expected to have a material effect on the results of operations, financial condition, or cash flows of the Company. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. NOTE 3— INCOME TAXES The Company is included within IAC’s tax group for purposes of federal and consolidated state income tax return filings. In all periods presented, the income tax benefit and/or provision has been computed for the Company on an as if standalone, separate return basis and payments to and refunds from IAC for the Company’s share of IAC’s consolidated federal and state tax return liabilities/receivables calculated on this basis have been reflected within cash flows from operating activities in the accompanying consolidated statement of cash flows. The tax sharing agreement between the Company and IAC governs the parties’ respective rights, responsibilities and obligations with respect to tax matters, including responsibility for taxes attributable to the Company, entitlement to refunds, allocation of tax attributes and other matters and, therefore, ultimately governs the amount payable to or receivable from IAC with respect to income taxes. Any differences between taxes currently payable to or receivable from IAC under the tax sharing agreement and the current tax provision or benefit computed on an as if standalone, separate return basis for GAAP are reflected as adjustments to additional paid-in capital in the consolidated statement of shareholders’ equity and financing activities within the consolidated statement of cash flows. 67 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) U.S. and foreign (loss) earnings before income taxes and noncontrolling interests are as follows: Years Ended December 31, 2022 2021 2020 (In thousands) U.S. $ ( 138,233 ) $ ( 88,777 ) $ ( 10,913 ) Foreign ( 7,001 ) ( 13,730 ) ( 8,415 ) Total $ ( 145,234 ) $ ( 102,507 ) $ ( 19,328 ) The components of the income tax (benefit) provision are as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Current income tax provision (benefit): Federal $ 27 $ 36 $ ( 306 ) State 2,640 3,008 1,408 Foreign 1,692 1,249 ( 992 ) Current income tax provision 4,359 4,293 110 Deferred income tax (benefit) provision Federal ( 19,898 ) ( 29,889 ) ( 5,163 ) State ( 2,894 ) ( 8,712 ) ( 6,249 ) Foreign 1,181 2,295 ( 3,866 ) Deferred income tax benefit ( 21,611 ) ( 36,306 ) ( 15,278 ) Income tax benefit $ ( 17,252 ) $ ( 32,013 ) $ ( 15,168 ) 68 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The tax effects of cumulative temporary differences that give rise to significant deferred tax assets and deferred tax liabilities are presented below. The valuation allowance relates to deferred tax assets for which it is more likely than not that the tax benefit will not be realized. December 31, 2022 2021 (In thousands) Deferred tax assets: Net operating loss (“NOL”) carryforwards $ 187,449 $ 212,315 Long-term lease liabilities 22,338 26,182 Tax credit carryforwards 21,588 13,411 Capitalized software, leasehold improvements and equipment, net 8,393 — Other 32,440 27,363 Total deferred tax assets 272,208 279,271 Less valuation allowance ( 65,040 ) ( 66,626 ) Net deferred tax assets 207,168 212,645 Deferred tax liabilities: Intangible assets, net ( 41,068 ) ( 46,591 ) Right-of-use assets ( 14,199 ) ( 17,270 ) Capitalized costs to obtain a contract with a customer ( 9,264 ) ( 9,263 ) Capitalized software, leasehold improvements and equipment, net — ( 18,624 ) Other ( 83 ) ( 87 ) Total deferred tax liabilities ( 64,614 ) ( 91,835 ) Net deferred tax assets $ 142,554 $ 120,810 The portion of the December 31, 2022 deferred tax assets that will be payable to IAC pursuant to the tax sharing agreement, upon realization, is $ 93.7 million. At December 31, 2022, the Company has federal and state NOLs of $ 515.9 million and $ 452.2 million, respectively, available to offset future income. Of these federal NOLs, $ 215.8 million can be carried forward indefinitely and $ 300.1 million, if not utilized, will expire at various times between 2032 and 2037. Of these state NOLs, $ 32.2 million will be carried forward indefinitely and $ 420.0 million will expire at various times primarily between 2025 and 2042. Federal and state NOLs of $ 322.5 million and $ 230.4 million, respectively, can be used against future taxable income without restriction and the remaining NOLs will be subject to limitations under Section 382 of the Internal Revenue Code, separate return limitations, and applicable state law. At December 31, 2022, the Company has foreign NOLs of $ 303.3 million available to offset future income. Of these foreign NOLs, $ 296.3 million can be carried forward indefinitely and $ 7.0 million, if not utilized, will expire at various times between 2037 and 2042. During 2022, the Company recognized tax benefits related to NOLs of $ 0.7 million. At December 31, 2022, the Company has tax credit carryforwards of $ 27.7 million relating to federal and state tax credits for research activities. Of these credit carryforwards, $ 0.9 million can be carried forward indefinitely and $ 26.8 million, if not utilized, will expire between 2023 and 2042. The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. At December 31, 2022, the Company has a U.S. gross deferred tax asset of $ 206.8 million that the Company expects to fully utilize on a more likely than not basis. 69 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) During 2022, the Company’s valuation allowance decreased by $ 1.6 million primarily due to currency translation adjustments and a net decrease in foreign NOLs, partially offset by an increase in unbenefited capital losses and state tax attributes. At December 31, 2022, the Company has a valuation allowance of $ 65.0 million related to the portion of NOLs and other items for which it is more likely than not that the tax benefit will not be realized. A reconciliation of the income tax benefit to the amounts computed by applying the statutory federal income tax rate to earnings before income taxes is shown as follows: Years Ended December 31, 2022 2021 2020 (In thousands) Income tax (benefit) at the federal statutory rate of 21% $ ( 30,499 ) $ ( 21,527 ) $ ( 4,058 ) State income taxes, net of effect of federal tax benefit ( 1,450 ) ( 1,379 ) 1,641 Unbenefited losses 7,942 4,481 2,899 Research credit ( 7,123 ) ( 2,431 ) ( 2,494 ) Non-deductible executive compensation 4,731 3,312 5,743 Foreign income taxed at a different statutory tax rate 4,519 — — Stock-based compensation 4,104 ( 13,643 ) ( 8,657 ) Change in judgement on beginning of the year valuation allowance 966 ( 4,165 ) ( 3,544 ) Net adjustment related to the reconciliation of income tax provision accruals to tax returns ( 886 ) 335 ( 743 ) Deferred tax adjustment for enacted changes in tax law and rates 178 768 ( 5,244 ) Other, net 266 2,236 ( 711 ) Income tax benefit $ ( 17,252 ) $ ( 32,013 ) $ ( 15,168 ) In 2022, there was an increase in the foreign income taxed at different rates from the effects of capitalization and amortization of R&D expenses in 2022 as required by the 2017 Tax Cuts and Jobs Act. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows: December 31, 2022 2021 2020 (In thousands) Balance at January 1 $ 6,298 $ 5,268 $ 4,025 Additions based on tax positions related to the current year 1,342 1,317 1,676 Additions for tax positions of prior years 1,006 264 423 Reductions for tax positions of prior years — ( 91 ) — Settlements ( 2,465 ) ( 460 ) ( 856 ) Balance at December 31 $ 6,181 $ 6,298 $ 5,268 The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At December 31, 2022 and 2021, accruals for interest are not material and there are no accruals for penalties. The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax as a result of previously filed separate company and consolidated tax returns with IAC. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service (“IRS”) has completed its audit of IAC’s federal income tax returns for the years ended December 31, 2013 through 2019, which includes the operations of the Company. The settlement of these tax years has been submitted to the Joint Committee of Taxation for approval. The statutes of limitations for the years 2013 through 2019 have been extended to 70 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 2023. Returns filed in various other jurisdictions are open to examination for various tax years beginning with 2014. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. At December 31, 2022 and 2021, the Company has unrecognized tax benefits, including interest, of $ 6.2 million and $ 6.3 million respectively; all of which are for tax positions included in IAC’s consolidated tax return filings. If unrecognized tax benefits at December 31, 2022 are subsequently recognized, the income tax provision would be reduced by $ 5.8 million. The comparable amount as of December 31, 2021 is $ 6.0 million. NOTE 4— GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets, net are as follows: December 31, 2022 2021 (In thousands) Goodwill $ 882,949 $ 916,039 Intangible assets with indefinite lives 170,147 171,427 Intangible assets with definite lives, net of accumulated amortization 7,958 22,399 Total goodwill and intangible assets, net $ 1,061,054 $ 1,109,865 The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2022: Balance at December 31, 2021 Deductions Reporting Unit Allocation Adjustment Impairments Foreign Currency Translation Balance at December 31, 2022 (In thousands) North America $ 843,193 $ ( 816 ) $ ( 841,800 ) $ — $ ( 577 ) $ — Europe 72,846 — ( 61,334 ) — ( 11,512 ) — Ads and Leads — — 761,133 — — 761,133 Services — — 51,197 — — 51,197 Roofing — — 26,005 ( 26,005 ) — — International — — 64,799 — 5,820 70,619 Total goodwill $ 916,039 $ ( 816 ) $ — $ ( 26,005 ) $ ( 6,269 ) $ 882,949 See “ Note 2—Summary of Significant Accounting Policies ” for further discussion of the Company’s assessments of impairment of goodwill and indefinite-lived intangible assets. 71 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents the balance of goodwill by reportable segment, including the changes in the carrying value of goodwill, for the year ended December 31, 2021: Balance at December 31, 2020 Additions (Deductions) Foreign Currency Translation Balance at December 31, 2021 (In thousands) North America $ 816,307 $ 26,822 $ — $ 64 $ 843,193 Europe 75,490 — — ( 2,644 ) 72,846 Total goodwill $ 891,797 $ 26,822 $ — $ ( 2,580 ) $ 916,039 In July 2021, Angi acquired certain assets and assumed certain liabilities of Total Home Roofing (“Roofing”), including $ 26.8 million of goodwill. Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2022 and 2021, intangible assets with definite lives are as follows: December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (Years) (Dollars in thousands) Service professional relationships $ 96,858 $ ( 96,858 ) $ — 3.0 Technology 82,114 ( 74,156 ) 7,958 5.5 Trade names 1,327 ( 1,327 ) — 5.0 Total $ 180,299 $ ( 172,341 ) $ 7,958 4.1 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Weighted-Average Useful Life (Years) (Dollars in thousands) Service professional relationships $ 97,989 $ ( 97,322 ) $ 667 3.0 Technology 82,351 ( 60,619 ) 21,732 5.5 Trade names 1,415 ( 1,415 ) — 5.0 Total $ 181,755 $ ( 159,356 ) $ 22,399 4.1 At December 31, 2022, amortization of intangible assets with definite lives is estimated to be $ 8.0 for the year ended December 31, 2023 and none thereafter. NOTE 5— FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Marketable Debt Securities The Company did no t hold any available-for-sale marketable debt securities at December 31, 2022 and December 31, 2021. For the year ended December 31, 2021, proceeds from maturities of available-for-sale marketable debt securities was $ 50.0 million. There were no gross realized gains or losses from the maturities of available-for-sale marketable debt securities for the year ended December 31, 2021. 72 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fair Value Measurements Instruments measured at fair value on a recurring basis Cash and cash equivalents are measured at fair value and classified within Level 1 and Level 2 in the fair value hierarchy, because we use quoted prices for identical assets in active markets. The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 Quoted Market Prices for Identical Assets in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 189,000 $ — $ — $ 189,000 Treasury discount notes — 24,961 — 24,961 Total $ 189,000 $ 24,961 $ — $ 213,961 December 31, 2021 Quoted Market Prices for Identical Assets in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value Measurements (In thousands) Assets: Cash equivalents: Money market funds $ 280,052 $ — $ — $ 280,052 Total $ 280,052 $ — $ — $ 280,052 Assets measured at fair value on a nonrecurring basis The Company’s non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, leasehold improvements and equipment are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs. During the year ended December 31, 2022 and December 31, 2021, the Company recorded $ 2.8 million and $ 12.7 million in impairment charges on ROU assets and leasehold improvements and furniture and equipment, respectively. Impairment expense was determined by comparing the carrying value of each asset group related to each office space vacated to the estimated fair market value of cash inflows directly associated with each office space. Based on this analysis, if the carrying amount of the asset group is greater than the estimated future undiscounted cash flows, an impairment charge is recognized, measured as the amount by which the carrying amount exceeds the fair value of the asset, within general and administrative expense. During the year ended December 31, 2022 the Company recorded $ 10.9 million and $ 4.6 million in impairment charges on capitalized software within the Services and Ads and Leads segments, respectively. Impairment expense was determined by comparing the carrying value to the fair value of each capitalized software asset group. Based on this analysis, the carrying amount was determined to not be recoverable and an impairment charge was recognized in the amount of the carrying value and is included within depreciation expense. 73 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Financial instruments measured at fair value only for disclosure purposes The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: December 31, 2022 December 31, 2021 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Long-term debt, net (a) $ ( 495,284 ) $ ( 368,750 ) $ ( 494,552 ) $ ( 486,875 ) ________________________ (a) At December 31, 2022 and December 31, 2021, the carrying value of long-term debt, net includes unamortized debt issuance costs of $ 4.7 million and $ 5.4 million, respectively . The fair value of long-term debt is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs. NOTE 6— LONG-TERM DEBT Long-term debt consists of: December 31, 2022 December 31, 2021 (In thousands) 3.875 % ANGI Group Senior Notes due August 15, 2028 (“ANGI Group Senior Notes”); interest payable each February 15 and August 15, which commenced February 15, 2021 $ 500,000 $ 500,000 Total long-term debt 500,000 500,000 Less: unamortized debt issuance costs 4,716 5,448 Total long-term debt, net $ 495,284 $ 494,552 ANGI Group Senior Notes The ANGI Group Senior Notes were issued on August 20, 2020, the proceeds of which have been used for general corporate purposes, including the acquisition of Total Home Roofing, Inc. (“Roofing”) on July 1, 2021, and treasury share repurchases. At any time prior to August 15, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium. Thereafter, these notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 15 of the years indicated below: Year Percentage 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.000 % 74 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The indenture governing the ANGI Group Senior Notes contains a covenant that would limit ANGI Group’s ability to incur liens for borrowed money in the event a default has occurred or ANGI Group’s secured leverage ratio exceeds 3.75 to 1.0, provided that ANGI Group is permitted to incur such liens under certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture. At December 31, 2022, there were no limitations pursuant thereto. ANGI Group Revolving Facility The $ 250 million ANGI Group Revolving Facility, which otherwise would have expired on November 5, 2023, was terminated effective August 3, 2021. No amounts were ever drawn under the ANGI Group Revolving Facility prior to its termination. ANGI Group Term Loan As of May 6, 2021, the outstanding balance of the Angi Group Term Loan was repaid in its entirety. The outstanding balance of the ANGI Group Term Loan at December 31, 2020 was $ 220.0 million and bore interest at 2.16 %. NOTE 7— SHAREHOLDERS’ EQUITY Description of Class A Common Stock, Class B Convertible Common Stock and Class C Common Stock Except as described herein, shares of Angi Inc. Class A common stock, Class B common stock and Class C common stock are identical. Holders of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of Class B common stock are entitled to ten votes per share on all matters to be voted upon by stockholders. Holders of Class C common stock have no voting rights, except as otherwise required by the laws of the State of Delaware, in which case holders of Class C common stock are entitled to one one-hundredth ( 1 /100) of a vote per share. Holders of the Company’s Class A common stock, Class B common stock and Class C common stock do not have cumulative voting rights in the election of directors. Shares of Angi Inc. Class B common stock are convertible into shares of our Class A common stock at the option of the holder at any time on a share for share basis. Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of Angi Inc. by means of a stock dividend on, or a stock split or combination of, our outstanding Class A common stock or Class B common stock, or in the event of any merger, consolidation or other reorganization of Angi Inc. with another corporation. Upon the conversion of a share of our Class B common stock into a share of our Class A common stock, the applicable share of Class B common stock will be retired and will not be subject to reissue. Shares of Class A common stock and Class C common stock have no conversion rights. The holders of shares of Angi Inc. Class A common stock, Class B common stock and Class C common stock are entitled to receive, share for share, such cash dividends as may be declared by Angi Inc. Board of Directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up, holders of the Company’s Class A common stock, Class B common stock and Class C common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of all liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock. At December 31, 2022, IAC holds all 422.0 million outstanding shares of the Company’s Class B common stock, and 2.6 million outstanding shares of the Company’s Class A common stock, in total representing approximately 84.1 % economic interest and 98.1 % voting interest in the Company. In the event that Angi Inc. issues or proposes to issue any shares of Angi Inc. Class A common stock, Class B common stock or Class C common stock (with certain limited exceptions), including shares issued upon the exercise, conversion or exchange of options, warrants and convertible securities, IAC will generally have a purchase right that permits it to purchase for fair market value, as defined in the agreement, up to such number of shares of the same class as the issued shares as would (i) enable IAC to maintain the same ownership interest in the Company that it had immediately prior to such issuance or 75 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) proposed issuance, with respect to issuances of our voting capital stock, or (ii) enable IAC to maintain ownership of at least 80.1 % of each class of the Company’s non-voting capital stock, with respect to issuances of our non-voting capital stock. Reserved Common Shares In connection with outstanding awards under our equity compensation plans, 45.3 million shares of Angi Inc. Class A common stock are reserved for future issuances at December 31, 2022. Common Stock Repurchases On March 9, 2020 and February 6, 2019, the Board of Directors of Angi Inc. authorized the Company to repurchase up to 20 million and 15 million shares of its common stock, respectively. During the year ended December 31, 2021, the Company repurchased 3.2 million shares of Angi Inc. common stock for aggregate consideration, on a trade date basis, of $ 35.4 million. At December 31, 2021, the Company had approximately 16.1 million shares remaining in its share repurchase authorization. During the year ended December 31, 2022, the Company repurchased 1.0 million shares of Angi Inc. common stock for aggregate consideration, on a trade date basis, of $ 8.1 million. At December 31, 2022, the Company has approximately 15.0 million shares remaining in its share repurchase authorization. NOTE 8— ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following tables presents the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive (loss) income into earnings: Years Ended December 31, 2022 2021 2020 Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income (Loss) Foreign Currency Translation Adjustment Accumulated Other Comprehensive Income Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (In thousands) Balance at January 1 $ 3,309 $ 3,309 $ 4,637 $ 4,637 $ ( 1,379 ) $ ( 1,379 ) Other comprehensive (loss) income ( 4,481 ) ( 4,481 ) ( 1,328 ) ( 1,328 ) 6,016 6,016 Balance at December 31 $ ( 1,172 ) $ ( 1,172 ) $ 3,309 $ 3,309 $ 4,637 $ 4,637 At December 31, 2022, 2021, and 2020, there was no tax benefit or provision on the accumulated other comprehensive (loss) income. NOTE 9— LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share attributable to Angi Inc. Class A and Class B Common Stock shareholders: 76 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Years Ended December 31, 2022 2021 2020 Basic Diluted Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Net loss $ ( 127,982 ) $ ( 127,982 ) $ ( 70,494 ) $ ( 70,494 ) $ ( 4,160 ) $ ( 4,160 ) Net earnings attributable to noncontrolling interests ( 468 ) ( 468 ) ( 884 ) ( 884 ) ( 2,123 ) ( 2,123 ) Net loss attributable to Angi Inc. Class A and Class B Common Stock shareholders $ ( 128,450 ) $ ( 128,450 ) $ ( 71,378 ) $ ( 71,378 ) $ ( 6,283 ) $ ( 6,283 ) Denominator: Weighted average basic Class A and Class B common stock shares outstanding 503,008 503,008 502,761 502,761 498,159 498,159 Dilutive securities (a) (b) — — — — — — Denominator for loss per share—weighted average shares 503,008 503,008 502,761 502,761 498,159 498,159 Loss per share attributable to Angi Inc. shareholders: Loss per share $ ( 0.26 ) $ ( 0.26 ) $ ( 0.14 ) $ ( 0.14 ) $ ( 0.01 ) $ ( 0.01 ) ________________________ (a) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity and vesting of restricted stock units (“RSUs”). For the years ended December 31, 2022, 2021, and 2020, 23.6 million, 17.5 million, and 24.9 million of potentially dilutive securities, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts. (b) Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended December 31, 2022, 2021, and 2020, 0.8 million, 2.2 million and 2.0 million underlying market-based awards and PSUs, respectively, were excluded from the calculation of diluted earnings per share because the market or performance condition(s) had not been met. NOTE 10— STOCK-BASED COMPENSATION The Company currently has one active stock plan, which became effective on September 29, 2017 (“the Combination”). The 2017 plan (“the Plan”) covers stock options, stock appreciation rights and RSU awards, including those that are linked to the achievement of the Company’s stock price, known as market-based awards (“MSUs”) and those that are linked to the achievement of a performance target, known as performance-based awards (“PSUs”), denominated in shares of Angi Inc. common stock, as well as provides for the future grant of these and other equity awards. The Plan authorizes the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2022, there are 22.4 million shares available for grant under the Plan. The Plan has a stated term of ten years , and provides that the exercise price of stock options and stock appreciation rights granted will not be less than the market price of the Company’s common stock on the grant date. The Plan does not specify grant dates or vesting schedules for awards, as those determinations have been delegated to the Compensation Committee of Angi Inc. Board of Directors (the “Committee”). Each grant agreement reflects the grant date and vesting schedule for that particular grant as determined by the Committee. Stock options and stock appreciation rights granted under the Plan generally vest in equal annual installments over a four-year period from the grant date. RSU awards granted under the Plan generally vest either in one installment over a three-year period, in equal annual installments over a four-year period, or a three-year graded schedule (installments of 57 % in first year, 29 % in second year, and 14 % in last year), in each case, from the grant date. MSU awards granted under the Plan generally vest in five installments over a two-year period from the grant date. PSU awards granted subsequent to the Combination generally cliff vest in a two to five-year period from the grant date. 77 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Stock-based compensation expense recognized in the consolidated statement of operations includes expense related to: (i) the Company’s stock options, stock appreciation rights and RSUs; (ii) equity instruments denominated in shares of its subsidiaries; and (iii) IAC denominated stock options and PSUs held by Angi Inc. employees. The amount of stock-based compensation expense recognized is net of estimated forfeitures. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. The expense ultimately recorded is for the awards that vest. At December 31, 2022, there was $ 68.9 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.5 years. The total income tax benefit recognized in the accompanying consolidated statement of operations for the years ended December 31, 2022, 2021, and 2020 related to all stock-based compensation is $ 3.6 million, $ 16.9 million, $ 24.3 million, respectively. The aggregate income tax (detriment)/benefit recognized related to the exercise of stock options and stock appreciation rights for the years ended December 31, 2022, 2021, and 2020 is $( 0.3 ) million, $ 10.8 million, and $ 11.4 million, respectively. There may be some delay in the timing of the realization of the cash benefit of the income tax deductions related to stock-based compensation because it will be dependent upon the amount and timing of future taxable income and the timing of estimated income tax payments. Stock Options and Stock Appreciation Rights Stock options and stock appreciation rights outstanding at December 31, 2022 and changes during the year ended December 31, 2022 were as follows: December 31, 2022 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (Shares and intrinsic value in thousands) Outstanding at January 1, 2022 1,609 $ 7.32 Granted — — Exercised ( 386 ) 2.49 Forfeited — — Expired ( 136 ) 5.56 Outstanding at December 31, 2022 1,087 $ 9.26 2.86 $ — Exercisable 1,087 $ 9.26 2.86 $ — The aggregate intrinsic value in the table above represents the difference between Angi Inc. closing stock price on the last trading day of 2022 and the exercise price, multiplied by the number of in-the-money awards that would have been exercised had all award holders exercised their awards on December 31, 2022. The total intrinsic value of awards exercised during the years ended December 31, 2022, 2021, and 2020 is $ 1.3 million, $ 103.8 million and $ 120.9 million, respectively. 78 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes the information about stock options and stock appreciation rights outstanding and exercisable at December 31, 2022: Awards outstanding & exercisable Range of Exercise Prices Outstanding at December 31, 2022 Weighted average remaining contractual life in years Weighted average exercise price (Shares in thousands) $ 0.01 to $ 10.00 593 2.8 $ 4.73 $ 10.01 to $ 20.00 479 3.0 14.48 $ 20.01 to $ 30.00 15 0.6 22.02 1,087 2.9 $ 9.26 There were no stock options or stock appreciation rights granted by the Company for the years ended December 31, 2022, 2021, and 2020. In connection with the Combination, the previously issued HomeAdvisor (US) stock appreciation rights were converted into Angi Inc. equity awards resulting in a modification charge. There were no charges included in stock-based compensation expense in the year ended December 31, 2022 and charges of $ 0.9 million and $ 21.1 million, for the years ended December 31, 2021 and 2020 respectively, related to these modified awards. No cash was received from stock option exercises during the years ended December 31, 2022, 2021 and 2020 because they were net settled in shares of Angi Inc. common stock. The Company currently settles all equity awards on a net basis with the Company remitting withholding taxes on behalf of the employee or on a gross basis with the Company issuing a sufficient number of Class A shares to cover the withholding taxes. In addition, at IAC’s option, certain awards can be settled in either Class A shares of Angi Inc. or shares of IAC common stock. If settled in IAC common stock, Angi Inc. reimburses IAC in either cash or through the issuance of Class A shares to IAC. Assuming all of the stock appreciation rights outstanding on December 31, 2022 were net settled on that date, ANGI would have issued no Class A shares (either to award holders or to IAC as reimbursement) and ANGI would have remitted nothing in cash for withholding taxes (assuming a 50 % withholding rate). Assuming all other ANGI equity awards outstanding on December 31, 2022, were net settled on that date, including stock options, RSUs and subsidiary denominated equity described below, ANGI would have issued 11.1 million Class A shares and would have remitted $ 26.2 million in cash for withholding taxes (assuming a 50 % withholding rate). Restricted Stock Units, Market-based Stock Units and Performance-based Stock Units RSUs, MSUs, and PSUs are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of Angi Inc. common stock and with the value of each RSU and PSU equal to the fair value of Angi Inc. common stock at the date of grant. The value of each MSU is estimated using a lattice model that incorporates a Monte Carlo simulation of Angi Inc.’s stock price. Each RSU, MSU, and PSU grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests. MSUs also include market-based vesting, tied to the stock price of Angi Inc. before an award vests and PSUs include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. For RSU grants, the expense is measured at the grant date as the fair value of Angi Inc. common stock and expensed as stock-based compensation over the vesting term. For MSU grants, the expense is measured using a lattice model and expensed as stock-based compensation over the requisite service period. For PSU grants, the expense is measured at the grant date as the fair value of Angi Inc. common stock and expensed as stock-based compensation over the vesting term if the performance targets are considered probable of being achieved. Unvested RSUs, MSUs, and PSUs outstanding at December 31, 2022 and changes during the year ended December 31, 2022 are as follows: 79 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) RSUs MSUs PSUs Number of Shares Weighted Average Grant Date Fair Value Number of Shares (a) Weighted Average Grant Date Fair Value Number of Shares (a) Weighted Average Grant Date Fair Value (Shares in thousands) Unvested at January 1, 2022 13,296 $ 11.49 3,711 $ 14.27 1,174 $ 8.89 Granted 21,530 4.95 13 6.39 — — Vested ( 4,782 ) 10.28 — — ( 18 ) 13.17 Forfeited ( 8,355 ) 7.77 ( 3,315 ) 14.4 ( 648 ) 13.28 Unvested at December 31, 2022 21,689 $ 7.04 409 $ 12.97 507 $ 3.14 ___________________________ (a) Included in the table are MSUs and PSUs which vests in varying amounts depending upon certain market or performance conditions. The MSUs and PSUs in the table above includes these awards at their maximum potential payout. In 2019, the Company granted certain MSUs that were liability-classified stock-settled awards with a market condition. The fair value of these awards were subject to remeasurement each reporting period until settlement of the award occurred in 2021. The total expense related to these awards recognized was $ 10.4 million, equal to the number of shares vested based on the fair value of Angi Inc. common stock on the settlement date. The weighted average fair value of RSUs granted during the years ended December 31, 2022, 2021, and 2020 based on market prices of Angi Inc. common stock on the grant date was $ 4.95 , $ 12.73 , and $ 7.37 , respectively. The weighted average fair value of MSUs granted during the years ended December 31, 2022 and 2021, based on the lattice model, was $ 6.39 and $ 14.39 , respectively. There were no MSUs granted during the year ended December 31, 2020. There were no PSUs granted during the year ended December 31, 2022. The weighted average fair value of PSUs granted during the years ended December 31, 2021 and 2020 based on market prices of Angi Inc. common stock on the grant date was $ 13.51 and $ 6.92 , respectively. The total fair value of RSUs that vested during the years ended December 31, 2022, 2021, and 2020 was $ 20.8 million, $ 35.2 million and $ 23.4 million, respectively. There were no MSUs that vested during the year ended December 31, 2022. The total fair value of MSUs that vested during the years ended December 31, 2021 and 2020 was $ 2.1 million, and $ 5.2 million, respectively. The total fair value of PSUs that vested during the year ended December 31, 2022 and 2021 was $ 0.1 million and $ 3.6 million, respectively. There were no PSUs that vested during the year ended December 31, 2020. Equity Instruments Denominated in the Shares of Certain Subsidiaries Angi Inc. has granted stock appreciation rights denominated in the equity of certain non-publicly traded subsidiaries to employees and management of those subsidiaries. These equity awards vest over a period of years, which is typically four years . The value of the stock appreciation rights is tied to the value of the common stock of these subsidiaries, which is determined by the Company using a variety of valuation techniques including a combination of market based and discounted cash flow valuation methodologies. Accordingly, these interests only have value to the extent the relevant business appreciates in value above the initial value utilized to determine the exercise price. These interests can have significant value in the event of significant appreciation. The fair value of these interests is generally determined by the board of directors of the applicable subsidiary when settled, which will occur at various dates through 2026 and are ultimately settled in IAC common stock or Angi Inc. Class A common stock, at IAC’s election. These equity awards are settled on a net basis, with the award holder entitled to receive a payment in shares equal to the intrinsic value of the award at exercise less an amount equal to the required cash tax withholding payment. The expense associated with these equity awards is initially measured at fair value, using the Black-Scholes option pricing model, at the grant date and is expensed as stock-based compensation over the vesting term. The plans under which these awards are granted establish specific settlement dates or liquidity events for which the valuation of the relevant subsidiary is determined for purposes of settlement of the awards. NOTE 11— SEGMENT INFORMATION 80 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company has determined its operating segments consistent with how the chief operating decision maker views the businesses. Additionally, the Company considers how the businesses are organized as to segment management and the focus of the businesses with regards to the types of services or products offered or the target market. As a result of management’s continued assessments of reporting structure, there was a decision in the fourth quarter of 2022 to refine segments to more effectively measure the businesses’ performance. Management has identified four reportable segments with discrete financial results to appropriately match operating costs to the revenues generated for these businesses (Ads & Leads, Services, Roofing and International). The following table presents revenue by reportable segment: Years Ended December 31, 2022 2021 2020 (In thousands) Revenue: Domestic Ads and Leads $ 1,282,061 $ 1,227,074 $ 1,218,755 Services 381,256 289,948 162,539 Roofing 137,509 68,028 — Intersegment eliminations (a) ( 10,340 ) ( 1,907 ) — Total Domestic 1,790,486 1,583,143 1,381,294 International 101,038 102,295 86,631 Total $ 1,891,524 $ 1,685,438 $ 1,467,925 ________________________ (a) Intersegment eliminations related to Ads and Leads revenue earned from the sale of leads to Roofing. The following table presents the revenue of the Company’s segments disaggregated by type of service: 81 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Years Ended December 31, 2022 2021 2020 (In thousands) Domestic Ads and Leads: Consumer connection revenue $ 954,735 $ 898,422 $ 899,175 Advertising revenue 265,466 252,206 226,505 Membership subscription revenue 60,411 68,062 74,073 Other revenue 1,449 8,384 19,002 Total Ads and Leads revenue 1,282,061 1,227,074 1,218,755 Services revenue 381,256 289,948 162,539 Roofing revenue 137,509 68,028 — Intersegment eliminations (a) ( 10,340 ) ( 1,907 ) — Total Domestic revenue 1,790,486 1,583,143 1,381,294 International Consumer connection revenue 71,851 68,686 57,692 Service professional membership subscription revenue 28,192 32,367 27,225 Advertising and other revenue 995 1,242 1,714 Total International revenue 101,038 102,295 86,631 Total revenue $ 1,891,524 $ 1,685,438 $ 1,467,925 ________________________ (a) Intersegment eliminations related to Ads and Leads revenue earned from the sale of leads to Roofing. Geographic information about revenue and long-lived assets is presented below. Years Ended December 31, 2022 2021 2020 (In thousands) Revenue United States $ 1,787,542 $ 1,581,051 $ 1,379,236 All other countries 103,982 104,387 88,689 Total $ 1,891,524 $ 1,685,438 $ 1,467,925 The United States is the only country whose revenue is greater than 10 % of total revenue of the Company for the years ended December 31, 2022, 2021, and 2020. December 31, 2022 December 31, 2021 (In thousands) Long-lived assets (excluding goodwill, intangible assets, and ROU assets): United States $ 147,322 $ 111,136 All other countries 6,533 7,131 Total $ 153,855 $ 118,267 The following tables present operating income (loss) and Adjusted EBITDA by reportable segment: 82 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Years Ended December 31, 2022 2021 2020 (In thousands) Operating income (loss): Ads and Leads $ 85,593 $ 65,485 $ 133,365 Services ( 95,166 ) ( 63,984 ) ( 44,592 ) Roofing ( 50,685 ) ( 8,596 ) — Corporate ( 61,794 ) ( 56,196 ) ( 84,674 ) International ( 4,253 ) ( 13,222 ) ( 10,467 ) Total $ ( 126,305 ) $ ( 76,513 ) $ ( 6,368 ) Years Ended December 31, 2022 2021 2020 (In thousands) Adjusted EBITDA (b) : Ads and Leads $ 168,952 $ 136,260 $ 230,797 Services $ ( 52,126 ) $ ( 48,203 ) $ ( 29,253 ) Roofing $ ( 21,400 ) $ ( 7,511 ) $ — Corporate $ ( 49,866 ) $ ( 46,066 ) $ ( 23,870 ) International $ ( 481 ) $ ( 6,615 ) $ ( 4,870 ) (b) The Company’s primary financial measure and GAAP segment measure is Adjusted EBITDA, which is defined as operating income (loss) excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of amortization of intangible assets and impairments of goodwill and intangible assets, if applicable. The following tables reconcile operating income (loss) for the Company’s reportable segments and net loss attributable to Angi Inc. shareholders to Adjusted EBITDA: Year Ended December 31, 2022 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Goodwill Impairment Adjusted EBITDA (In thousands) Ads and Leads $ 85,593 $ 19,972 $ 52,737 $ 10,650 $ — $ 168,952 Services ( 95,166 ) $ 18,012 $ 21,904 $ 3,124 $ — $ ( 52,126 ) Roofing ( 50,685 ) $ 1,866 $ 747 $ 667 $ 26,005 $ ( 21,400 ) Corporate ( 61,794 ) $ 11,928 $ — $ — $ — $ ( 49,866 ) International ( 4,253 ) $ 890 $ 2,882 $ — $ — $ ( 481 ) Operating loss ( 126,305 ) Interest expense ( 20,107 ) Other income, net 1,178 Loss before income taxes ( 145,234 ) Income tax benefit 17,252 Net loss ( 127,982 ) Net earnings attributable to noncontrolling interests ( 468 ) Net loss attributable to Angi Inc. shareholders $ ( 128,450 ) 83 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Year Ended December 31, 2021 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Adjusted EBITDA (In thousands) Ads and Leads $ 65,485 $ 12,722 $ 46,025 $ 12,028 $ 136,260 Services ( 63,984 ) $ 4,672 $ 7,049 $ 4,060 $ ( 48,203 ) Roofing ( 8,596 ) $ 531 $ 221 $ 333 $ ( 7,511 ) Corporate ( 56,196 ) $ 10,121 $ — $ 9 $ ( 46,066 ) International ( 13,222 ) $ 656 $ 5,951 $ — $ ( 6,615 ) Operating loss ( 76,513 ) Interest expense ( 23,485 ) Other expense, net ( 2,509 ) Loss before income taxes ( 102,507 ) Income tax benefit 32,013 Net loss ( 70,494 ) Net earnings attributable to noncontrolling interests ( 884 ) Net loss attributable to Angi Inc. shareholders $ ( 71,378 ) Year Ended December 31, 2020 Operating Income (Loss) Stock-Based Compensation Expense Depreciation Amortization of Intangibles Adjusted EBITDA (In thousands) Ads and Leads $ 133,365 $ 14,241 $ 44,748 $ 38,443 $ 230,797 Services ( 44,592 ) $ 7,601 $ 3,638 $ 4,100 $ ( 29,253 ) Roofing — $ — $ — $ — $ — Corporate ( 84,674 ) $ 60,752 $ — $ 52 $ ( 23,870 ) International ( 10,467 ) $ 1,055 $ 4,235 $ 307 $ ( 4,870 ) Operating loss ( 6,368 ) Interest expense ( 14,178 ) Other income, net 1,218 Loss before income taxes ( 19,328 ) Income tax benefit 15,168 Net loss ( 4,160 ) Net earnings attributable to noncontrolling interests ( 2,123 ) Net loss attributable to Angi Inc. shareholders $ ( 6,283 ) 84 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table presents capital expenditures by reportable segment: Years Ended December 31, 2022 2021 2020 (In thousands) Capital expenditures: Ads and Leads $ 76,786 $ 50,026 $ 37,849 Services 35,833 17,439 7,981 Roofing 873 306 — International 2,860 2,444 6,658 Total $ 116,352 $ 70,215 $ 52,488 NOTE 12— LEASES The Company leases office space, data center facilities, and equipment in connection with its operations under various operating leases, the majority of which contain escalation clauses. ROU assets represent the Company’s right to use the underlying assets for the lease term and lease liabilities represent the present value of the Company’s obligation to make payments arising from these leases. ROU assets and related lease liabilities are based on the present value of fixed lease payments over the lease term using the Company’s incremental borrowing rate on the lease commencement date or January 1, 2019 for leases that commenced prior to that date. The Company combines the lease and non-lease components of lease payments in determining ROU assets and related lease liabilities. If the lease includes one or more options to extend the term of the lease, the renewal option is considered in the lease term if it is reasonably certain the Company will exercise the option(s). Lease expense is recognized on a straight-line basis over the term of the lease. As permitted by ASC 842, leases with an initial term of twelve months or less (“short-term leases”) are not recorded on the accompanying consolidated balance sheet. Variable lease payments consist primarily of common area maintenance, utilities, and taxes, which are not included in the recognition of ROU assets and related lease liabilities. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. December 31, Leases Balance Sheet Classification 2022 2021 (In thousands) Assets: Right-of-use assets Other non-current assets $ 57,408 $ 69,858 Liabilities: Current lease liabilities Accrued expenses and other current liabilities 16,908 17,098 Long-term lease liabilities Other long-term liabilities 73,607 88,423 Total lease liabilities $ 90,515 $ 105,521 85 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, Lease Cost Income Statement Classification 2022 2021 2020 (In thousands) Fixed lease cost Cost of revenue $ 437 $ 346 $ 321 Fixed lease cost Selling and marketing expense 2,669 7,305 9,913 Fixed lease cost General and administrative expense 12,908 16,829 7,545 Fixed lease cost Product development expense 492 1,232 1,848 Total fixed lease cost (a) 16,506 25,712 19,627 Variable lease cost Selling and marketing expense 200 1,087 2,314 Variable lease cost General and administrative expense 4,654 2,481 1,567 Variable lease cost Product development expense 23 567 867 Total variable lease cost 4,877 4,135 4,748 Net lease cost $ 21,383 $ 29,847 $ 24,375 ________________________________ (a) Includes (i) short-term lease expense of $ 0.4 million, $ 0.1 million, and $ 0.04 million, (ii) lease impairment charges of $ 2.3 million, $ 7.8 million, and $ 0.2 million, and (iii) sublease income of $ 4.7 million, $ 1.8 million, and $ 1.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Maturities of lease liabilities as of December 31, 2022 (b) : For Years Ending December 31: (In thousands) 2023 $ 21,790 2024 20,428 2025 19,738 2026 18,794 2027 13,439 Thereafter 11,900 Total 106,089 Less: Interest 15,574 Present value of lease liabilities $ 90,515 ________________________________ (b) Lease payments exclude $ 4.8 million of legally binding minimum lease payments for leases signed but not yet commenced. The following are the weighted average assumptions used for lease terms and discount rates as of December 31, 2022 and 2021: December 31, 2022 2021 Remaining lease term 5.2 years 6.0 years Discount rate 6.15 % 5.97 % 86 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 2022 2021 2020 (In thousands) Other information: Right-of-use assets obtained in exchange for lease liabilities $ 3,038 $ 3,143 $ 326 Cash paid for amounts included in the measurement of lease liabilities $ 23,117 $ 23,506 $ 20,939 NOTE 13— CONTINGENCIES In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes accruals for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. The total accrual for legal matters is $ 13.5 million at December 31, 2022. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. The Company also evaluates other contingent matters, including uncertain income tax positions and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See “ Note 3—Income Taxes ” for additional information related to uncertain income tax contingencies. NOTE 14— RELATED PARTY TRANSACTIONS WITH IAC Relationship with IAC Allocation of CEO Compensation and Certain Expenses Effective October 10, 2022, Joseph Levin, CEO of IAC and Chairman of Angi, was appointed CEO of Angi. Mr. Levin serves as both CEO of IAC and Angi following his appointment. For the period from October 10, 2022 to December 31, 2022, IAC allocated $ 2.1 million in costs to Angi (including salary, benefits, stock-based compensation and costs related to the CEO’s office). These costs were allocated from IAC based upon time spent on Angi by Mr. Levin. Management considers the allocation method to be reasonable. Costs directly attributable to the Company that were initially paid for by IAC were billed by IAC to the Company. Additionally, Angi and IAC have entered into certain agreements to govern their relationship. These agreements include: a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement. Contribution Agreement The contribution agreement sets forth the agreements between the Company and IAC regarding the principal transactions necessary for IAC to separate the Angi business from IAC's other businesses, as well as governs certain aspects of our relationship. Under the contribution agreement, the Company agreed to assume all of the assets and liabilities related to the Angi business and agreed to indemnify IAC against any losses arising out of any breach by the Company of the contribution agreement or the other transaction related agreements described below. IAC also agreed to indemnify the Company against any losses arising out of any breach by IAC of the contribution agreement or any of the other transaction related agreements described below. Investor Rights Agreement The investor rights agreement provides IAC with certain registration, preemptive, and governance rights related to the Company and the shares of its capital stock it holds, as well as certain governance rights for the benefit of stockholders other than IAC. 87 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Services Agreement The services agreement governs services that IAC provides to the Company including, among others: (i) assistance with certain legal, M&A, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations and (ii) accounting, investor relations services, and tax compliance services. The services agreement automatically renews annually for an additional one-year period for so long as IAC continues to own a majority of the outstanding shares of the Company’s common stock. For the years ended December 31, 2022, 2021 and 2020, the Company was charged $ 3.8 million, $ 3.9 million and $ 4.8 million, respectively, by IAC for services rendered pursuant to the services agreement. There was $ 0.8 million in outstanding payables pursuant to the services agreement as of December 31, 2022. There were no outstanding payables or receivables pursuant to the services agreement as of December 31, 2021. Separately, the Company subleases office space to IAC and charged rent of $ 1.7 million, $ 1.6 million, and $ 1.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. IAC subleases office space to the Company and charged the Company $ 1.3 million and $ 0.6 million of rent for the years ended December 31, 2022 and 2021. IAC did not sublease office space to the Company for the year ended December 31, 2020. There were no outstanding receivables due from IAC or payables due to IAC, pursuant to sublease agreements, for the years ended December 31, 2022 and 2021. At December 31, 2020, there were outstanding receivables of less than $ 0.1 million due from IAC, pursuant to sublease agreements, which were subsequently paid in full in the first quarter of 2021. Tax Sharing Agreement The tax sharing agreement governs the rights, responsibilities, and obligations of the Company and IAC with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes. Under the tax sharing agreement, the Company is generally responsible and required to indemnify IAC for: (i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or its subsidiaries that includes the Company or any of its subsidiaries to the extent attributable to the Company or any of its subsidiaries, as determined under the tax sharing agreement, and (ii) all taxes imposed with respect to any of the Company's or its subsidiaries’ consolidated, combined, unitary or separate tax returns. At December 31, 2022 and 2021, the Company had outstanding payables of $ 1.4 million and $ 0.3 million, respectively, due to IAC pursuant to the tax sharing agreement, which are included in “Accrued expenses and other current liabilities,” in the accompanying consolidated balance sheet. There were no payments to or refunds from IAC pursuant to this agreement during the year ended December 31, 2022. There were $ 1.5 million of payments to IAC pursuant to this agreement during the year ended December 31, 2021. Employee Matters Agreement The employee matters agreement addresses certain compensation (including stock-based compensation) and benefit issues related to the allocation of liabilities associated with: (i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards. Under the employee matters agreement, the Company's employees participate in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan and the Company reimburses IAC for the costs of such participation. In the event IAC no longer retains shares representing at least 80 % of the aggregate voting power of shares entitled to vote in the election of the Company’s Board of Directors, Angi will no longer participate in IAC’s employee benefit plans, but will establish its own employee benefit plans that will be substantially similar to the plans sponsored by IAC prior to the Combination. In addition, the employee matters agreement requires the Company to reimburse IAC for the cost of any IAC equity awards held by Angi current and former employees, with IAC having the ability to elect to receive payment in cash or shares of our Class B common stock. This agreement also provides that IAC has the ability to require that stock appreciation rights granted prior to the closing of the Combination and equity awards denominated in shares of our subsidiaries to be settled in either shares of our Class A common stock or IAC common stock. To the extent that shares of IAC common stock are issued in settlement of these awards, the Company is obligated to reimburse IAC for the cost of those shares by issuing shares of our 88 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Class A common stock in the case of stock appreciation rights granted prior to the closing of the Combination and shares of our Class B common stock in the case of equity awards denominated in shares of our subsidiaries. Lastly, pursuant to the employee matters agreement, in the event of a distribution of Angi Inc. capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes, the Compensation and Human Resources Committee of the IAC Board of Directors has the exclusive authority to determine the treatment of outstanding IAC equity awards. Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to the distribution into equity awards denominated in shares of our Class A Common Stock, which we would be obligated to assume and which would be dilutive to our stockholders. For the year ended December 31, 2022, no Class A or Class B common stock was issued to IAC pursuant to the employee matters agreement as reimbursement for IAC common stock issued in connection with the exercise and settlement of certain Angi Inc. stock appreciation rights. For the year ended December 31, 2021, 0.2 million and 2.6 million shares of Angi Class B common stock and Class A common stock were issued to IAC, respectively, pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Angi employees. For the year ended December 31, 2020, 0.3 million shares of Angi Class B common stock and no shares of Class A common stock were issued to IAC, respectively, pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Angi employees. NOTE 15— BENEFIT PLANS The Company’s employees in the United States are eligible to participate in a retirement savings program offered by IAC, which is qualified under Section 401(k) of the Internal Revenue Code. Under the IAC/InterActiveCorp Retirement Savings Plan (the “IAC Plan”), participating employees may contribute up to 50 % of their pre-tax earnings, but not more than statutory limits. The current employer match under the IAC Plan is fifty cents for each dollar a participant contributes in the IAC Plan, with a maximum contribution of 3 % of a participant’s eligible earnings. Matching contributions under the IAC Plan for the years ended December 31, 2022, 2021, and 2020 were $ 9.8 million, $ 8.4 million, and $ 7.7 million, respectively. Matching contributions are invested in the same manner as each participant’s voluntary contributions in the investment options provided under the IAC Plan. An investment option in the IAC Plan is IAC common stock, but neither participant nor matching contributions are required to be invested in IAC common stock. Internationally, the Company also has or participates in various benefit plans, primarily defined contribution plans. The Company’s contributions for these plans for the years ended December 31, 2022, 2021, and 2020 were $ 0.8 million, $ 0.7 million, and $ 0.6 million, respectively. NOTE 16— CONSOLIDATED FINANCIAL STATEMENT DETAILS Cash and Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the accompanying balance sheet to the total amounts shown in the accompanying statement of cash flows: December 31, 2022 December 31, 2021 December 31, 2020 December 31, 2019 (In thousands) Cash and cash equivalents $ 321,155 $ 428,136 $ 812,705 $ 390,565 Restricted cash included in other current assets 107 156 407 504 Restricted cash included in other non-current assets 874 1,193 449 409 Total cash and cash equivalents, and restricted cash as shown on the consolidated statement of cash flows $ 322,136 $ 429,485 $ 813,561 $ 391,478 89 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Restricted cash included in other current assets at December 31, 2022 primarily consisted of cash reserved to comply with insurance company claim payment requirements. Restricted cash included in other current assets at December 31, 2021 primarily consisted of funds collected from service providers for disputed payments which were not settled as of the period end, in addition to cash reserved to fund insurance claims. Restricted cash included in other non-current assets for all periods presented above primarily consisted of deposits related to leases. Restricted cash included in other non-current assets at December 31, 2021 also included cash held related to a check endorsement guarantee for Roofing. December 31, 2022 2021 (In thousands) Other current assets: Capitalized costs to obtain a contract with a customer $ 37,220 $ 37,971 Prepaid expenses 26,076 24,749 Other 5,871 7,828 Other current assets $ 69,167 $ 70,548 December 31, 2022 2021 (In thousands) Capitalized software, leasehold improvements and equipment, net: Capitalized software and computer equipment $ 247,176 $ 153,953 Leasehold improvements 27,869 29,605 Furniture and other equipment 12,765 11,596 Projects in progress 12,653 31,348 Capitalized software, leasehold improvements and equipment 300,463 226,502 Accumulated depreciation and amortization ( 146,608 ) ( 108,235 ) Capitalized software, leasehold improvements and equipment, net $ 153,855 $ 118,267 December 31, 2022 2021 (In thousands) Accrued expenses and other current liabilities: Accrued employee compensation and benefits $ 53,134 $ 46,464 Accrued advertising expense 40,312 36,231 Current legal liabilities 13,585 3,831 Current lease liabilities 16,908 17,098 Other 76,076 82,123 Accrued expenses and other current liabilities $ 200,015 $ 185,747 90 Table of Contents ANGI INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Other income (expense), net Years Ended December 31, 2022 2021 2020 (In thousands) Interest income $ 4,537 $ 239 $ 1,725 Gain (loss) on the sale of a business (a) — 31 ( 454 ) Foreign exchange losses ( 3,364 ) ( 1,656 ) ( 57 ) Loss on extinguishment of debt (b) — ( 1,110 ) — Other 5 ( 13 ) 4 Other income (expense), net $ 1,178 $ ( 2,509 ) $ 1,218 ________________________ (a) Loss from acquisition/sale of a business for the year ended December 31, 2020 includes a $ 0.2 million mark-to-market charge for an indemnification charge related to the Handy acquisition that was settled in Angi Inc. shares during the first quarter of 2020 and a $ 0.3 million charge related to the final earn-out settlement related to the sale of Felix. (b) Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021. Supplemental Disclosure of Cash Flow Information: Years Ended December 31, 2022 2021 2020 (In thousands) Cash paid (received) during the year for: Interest expense—third-party $ 19,375 $ 21,450 $ 5,367 Income tax payments, including amounts paid to IAC for Angi Inc.'s share of IAC's consolidated tax liability $ 1,551 $ 4,647 $ 1,789 Income tax refunds, including amounts received from IAC for Angi Inc.’s share of IAC's consolidated tax liability $ ( 396 ) $ ( 587 ) $ ( 3,506 ) 91 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.