AppLovin Corp
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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FY2023 · Filed Feb 26, 2024
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Item 15. Exhibit and Financial Statement Schedules
Documents filed as part of this report are as follows:
(1) Consolidated Financial Statements: the Company's consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report.
(2) Financial Statement Schedules: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits: The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.
EXHIBIT INDEX
| Information Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Title | Form | File No. | Exhibit | Filing Date |
| 2.2# | Amended and Restated Share Purchase Agreement, by and among the registrant, AppLovin Active Holdings, LLC, adjust GmbH, the shareholders of adjust GmbH, and Spree Eternity GmbH, dated as of March 12, 2021, as amended on March 30, 2021. | S-1/A | 333-253800 | 2.2 | April 7, 2021 |
| 3.1 | Amended and Restated Certificate of Incorporation of the registrant. | S-1/A | 333-253800 | 3.2 | March 22, 2021 |
| 3.2 | Certificate of Change of Location of Registered Agent and/or Registered office. | 8-K | 001-40325 | 3.1 | June 15, 2021 |
| 3.3 | Amended and Restated Bylaws of the registrant. | 8-K | 001-40325 | 3.1 | February 6, 2023 |
| 4.1 | Form of Class A common stock certificate of the registrant. | S-1 | 333-253800 | 4.1 | March 2, 2021 |
| 4.2 | Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 15, 2018, as amended. | S-1/A | 333-253800 | 4.2 | March 22, 2021 |
| 4.3 | Form of Warrant to Purchase Class A Common Stock. | S-1 | 333-253800 | 4.3 | March 2, 2021 |
| 4.4 | Description of Capital Stock. | 10-K | 001-40325 | 4.4 | February 28, 2023 |
| 10.1+ | Form of Indemnification Agreement between the registrant and each of its directors and executive officers. | S-1 | 333-253800 | 10.1 | March 2, 2021 |
| 10.2+ | AppLovin Corporation 2011 Equity Incentive Plan and related form agreements. | S-1 | 333-253800 | 10.2 | March 2, 2021 |
| 10.3+ | AppLovin Corporation 2021 Equity Incentive Plan and related form agreements. | S-1/A | 333-253800 | 10.3 | March 22, 2021 |
| 10.4+ | AppLovin Corporation 2021 Executive Incentive Compensation Plan. | S-1/A | 333-253800 | 10.4 | March 22, 2021 |
| 10.5+ | AppLovin Corporation 2021 Employee Stock Purchase Plan and related form agreements. | S-1/A | 333-253800 | 10.5 | March 22, 2021 |
| 10.6 | Amended and Restated AppLovin Corporation 2021 Partner Studio Incentive Plan and related form agreements. | 10-K | 001-40325 | 10.6 | February 28, 2023 |
| 10.7+ | AppLovin Corporation Outside Director Compensation Policy, amended June 30, 2023. | ||||
| 10.8+ | Executive Change in Control and Severance Plan and Summary Plan Description. | S-1/A | 333-253800 | 10.8 | March 22, 2021 |
| 10.9+ | Form of Confirmatory Employment Letter between the registrant and each of its executive officers. | S-1 | 333-253800 | 10.7 | March 2, 2021 |
| 10.10 | Amended and Restated Sublease, by and between 1050 Page Mill Road Property, LLC and AppLovin Corporation, dated as of February 18, 2021. | S-1 | 333-253800 | 10.8 | March 2, 2021 |
| 10.11 | Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated August 15, 2018. | S-1 | 333-253800 | 10.9 | March 2, 2021 |
| 10.12 | Amendment No. 1 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated April 23, 2019. | S-1 | 333-253800 | 10.10 | March 2, 2021 |
| 10.13 | Amendment No. 2 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated April 27, 2020. | S-1 | 333-253800 | 10.11 | March 2, 2021 |
| 10.14 | Amendment No. 3 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated May 6, 2020. | S-1 | 333-253800 | 10.12 | March 2, 2021 |
| 10.15 | Amendment No. 4 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated October 27, 2020. | S-1 | 333-253800 | 10.13 | March 2, 2021 |
| 10.16 | Amendment No. 5 to Credit Agreement, by and between the registrant, the lenders from time to time thereto and Bank of America, N.A., as administrative agent and collateral agent, dated February 12, 2021. | S-1/A | 333-253800 | 10.16 | March 22, 2021 |
| 10.17 | Amendment No. 6 to Credit Agreement, by and between the registrant, the lenders from time to time there to and Bank of America, N.A., as administrative agent and collateral agent, dated October 25, 2021. | 8-K | 001-40325 | 10.1 | October 29, 2021 |
| 10.18 | Amendment No. 7 to Credit Agreement, by and between the registrant, the lenders from time to time there to and Bank of America, N.A., as administrative agent and collateral agent, dated January 3, 2023. | 10-Q | 001-40325 | 10.2 | May 10, 2023 |
| 10.19 | Amendment No. 8 to Credit Agreement, by and between the registrant, the lenders from time to time thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, dated June 12, 2023. | 8-K | 001-40325 | 10.1 | June 12, 2023 |
| 10.2 | Amendment No. 9 to Credit Agreement, by and between the registrant, the lenders from time to time thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, dated August 18, 2023. | 8-K | 001-40325 | 10.1 | August 18, 2023 |
| 10.21+ | Equity Exchange Agreement between the registrant and Herald Chen, dated March 16, 2021. | S-1/A | 333-253800 | 10.18 | March 22, 2021 |
| 10.22 | Director Nominations Agreement between the registrant and KKR Denali Holdings L.P., dated March 16, 2021. | S-1/A | 333-253800 | 10.19 | March 22, 2021 |
| 10.23 | Form of Performance-Based Restricted Stock Unit Agreement. | 8-K | 001-40325 | 10.1 | March 13, 2023 |
| 10.24 | Share Repurchase Agreement, dated May 17, 2023. | 8-K | 001-40325 | 10.1 | May 17, 2023 |
| 10.25 | Share Repurchase Agreement, dated August 21, 2023. | 8-K | 001-40325 | 10.1 | August 21, 2023 |
| 10.26+ | Consulting Services Agreement between the registrant and Herald Chen, dated December 29, 2023. | ||||
| 21.1 | List of subsidiaries of the registrant. | ||||
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | ||||
| 24.1 | Power of Attorney (included on signature page hereto). | ||||
| 31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1† | Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | Compensation Recovery Policy. |
| 101 | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (contained in Exhibit 101). |
| + | Indicates management contract or compensatory plan. |
|---|
| # | Certain exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). We agree to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
|---|
†The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of AppLovin Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
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