Angi Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Item 15. Exhibits and Financial Statements Schedules
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements of Angi Inc.
Report of Independent Registered Public Accounting Firm: Ernst & Young LLP (PCAOB ID:42).
Consolidated Balance Sheet as of December 31, 2023 and 2022.
Consolidated Statement of Operations for the Years Ended December 31, 2023, 2022 and 2021.
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2023, 2022 and 2021.
Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021.
Consolidated Statement of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedule of Angi Inc.
| ScheduleNumber | |
|---|---|
| II | Valuation and Qualifying Accounts. |
All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.
(3) Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.
| Exhibit Number | Description | Location | ||
| 2.1 | Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie's List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.(1) | Annex B to the Proxy Statement/Prospectus of Angie's List, Inc. and ANGI Homeservices Inc., filed on August 30, 2017 pursuant to Rule 424(b)(3). | ||
| 3.1 | Amended and Restated Certificate of Incorporation of ANGI Homeservices Inc. | Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, filed on March 1, 2023. | ||
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Angi Inc. | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on March 17, 2021. | ||
| 3.3 | Amended and Restated Bylaws of Angi Inc. | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on September 18, 2023. | ||
| 4.1 | Description of Securities(1). | |||
| 4.2 | Investor Rights Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp. | Exhibit 2.2 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017. | ||
| 4.3 | Indenture, dated as of August 20, 2020, among ANGI Group, LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee. | Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on August 20, 2020. | |
| 10.1 | Contribution Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.(2) | Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017. | |
| 10.2 | Services Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.(2) | Exhibit 2.3 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017. | |
| 10.3 | Tax Sharing Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp. | Exhibit 2.4 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017. | |
| 10.4 | Employee Matters Agreement, dated as of September 29, 2017, by and between ANGI Homeservices Inc. and IAC/InterActiveCorp.(2) | Exhibit 2.5 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017. | |
| 10.5 | ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(3) | Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on October 2, 2017. | |
| 10.6 | Form of Notice and Terms and Conditions for Restricted Stock Units granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(3) | Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017. | |
| 10.7 | Form of Notice and Terms and Conditions for Stock Options granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(3) | Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017. | |
| 10.8 | Form of Terms and Conditions for Stock Appreciation Rights granted under the ANGI Homeservices Inc. 2017 Stock and Annual Incentive Plan.(3) | Exhibit 10.2 to the Registration Statement on Form S-4, as amended (SEC File No. 333-219064), filed on August 28, 2017. | |
| 10.9 | Employment Agreement between Angela R. Hicks Bowman and ANGI Homeservices Inc., dated as of June 29, 2017.(3) | Exhibit 10.4 to the Registration Statement on Form S-4 (SEC File No. 333-219064), filed on June 30, 2017. | |
| 10.10 | Employment Agreement between Shannon Shaw and ANGI Homeservices Inc., dated as of February 22, 2019.(3) | Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019. | |
| 10.11 | Employment Agreement between Kulesh Shanmugasundaram and Angi Inc., dated as of March 25, 2021. (3) | Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021. | |
| 10.12 | Employment Agreement between Dhanusha Sivajee and Angi Inc., dated as of July 30, 2021. (3) | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021. | |
| 10.13 | Employment Agreement between Andrew Russakoff and Angi Inc., dated as of June 9, 2022. (3) | Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on June 9, 2022. | |
| 10.14 | Employment Agreement between Jeffrey Kip and Angi Inc., dated as of November 13, 2023. (3) | Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 15, 2023. | |
| 21.1 | Subsidiaries of the Registrant as of December 31, 2023.(1) | ||
| 23.1 | Consent of Ernst & Young LLP.(1) | ||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1) | ||
| 31.2 | Certification of the President pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1) | ||
| 31.3 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1) |
| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4) |
| 32.2 | Certification of the President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4) |
| 32.3 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4) |
| 97.1 | Angi Inc.’s Clawback Policy(1) |
| 101.INS | Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema(1) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation(1) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition(1) |
| 101.LAB | Inline XBRL Taxonomy Extension Labels(1) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation(1) |
| 104 | Cover Page Interactive Data File (formatted as InlineXBRL and contained in Exhibit 101) |
(1)Filed herewith.
(2)Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.
(3)Reflects management contracts and management and director compensatory plans.
(4)Furnished herewith.
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