AppLovin (APP) 10-K risk factor changes: FY2022 vs FY2021

[removed: *Investing] [added: Investing] in our Class A common stock involves a high degree of [removed: risk.][added: risk because our business is subject to numerous risks and uncertainties, as fully described below.]

[removed: You] [added: *You] should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes, included elsewhere in this Annual Report on Form 10-K before making a decision to invest in our [removed: Class*] [added: Class] A [removed: *common] [added: common] stock.

*Business, [removed: Operational] [added: Operational,] and Industry Factors*

- our limited operating [removed: history;][added: history and the unpredictability of our results of operations;]

- [added: competition in] our [added: industry and our] ability to adapt to technological change;

- our ability to improve the effectiveness and predictability of our advertising and maintain and improve our machine-learning [removed: (ML)] [added: ("ML")] engine AXON;

- our ability to retain existing [removed: advertisers, publishers and] users or add new [removed: advertisers, publishers and] users [removed: cost-effectively;][added: cost-effectively, or if users decrease their level of engagement;]

- risks related to our strategic acquisitions and partnerships, including integration, managing growth, [removed: increased costs,] and tax risks;

- our [added: expansion into new business opportunities and our] ability to effectively manage our growing international operations;

- security breaches, [removed: system outages] [added: improper access to] or [added: disclosure of data, or] other cyber incidents;

- our ability to address or mitigate technical limitations in our [removed: systems;][added: systems and to maintain and scale our technical infrastructure;]

- our ability to maintain company [removed: culture;][added: culture and to establish and maintain awareness of the AppLovin brand;]

[removed: - compliance with] [added: We are subject to] the Foreign Corrupt Practices Act, and similar anti-corruption and [removed: anti- bribery laws;][added: anti-bribery laws, and non-compliance with such laws could subject us to criminal penalties or significant fines and adversely affect our business and reputation.]

- [added: compliance with] governmental [added: anti-bribery,] export controls and economic sanctions laws;

- changes in tax laws or tax [removed: rulings;][added: rulings or exposure to greater than anticipated tax liabilities;]

- liability for content that is distributed through or advertising that is served through our [removed: AppLovin] Software Platform or Apps;

[removed: -] [added: We have incurred and will continue to incur] increased costs and demands upon management as a result of complying with the laws and regulations affecting public [removed: companies;][added: companies, which could adversely affect our business, financial condition, and results of operations.]

- attract new and retain existing [removed: business] clients using AppLovin Software Platform and users of our Apps;

- our ability to maintain and grow our [removed: business] client and user bases;

- changes to the policies or practices of third-party platforms, such as the Apple App Store and the Google Play Store, including with respect to Apple’s Identifier for Advertisers [removed: (IDFA),] [added: ("IDFA"),] which helps advertisers assess the effectiveness of their advertising efforts, and with respect to transparency regarding data processing;

- changes in regional or global business or macroeconomic conditions, including as a result of the COVID-19 pandemic, [added: inflation, and rising interest rates,] which may impact the other factors described above.

The success of our business depends in part on our ability to develop and enhance our Core Technologies, Software [removed: Platform] [added: Platform,] and consistently and timely launch new Apps.

If our [removed: business] clients do not adopt our new Software Platform offerings, or develop or further invest in their own competing alternatives, or if we are unable to successfully launch or acquire new Apps or maintain or improve existing Apps, our business and results of operations could be adversely affected.

The failure to attract new [removed: business] clients, the loss of clients, or a reduction in spending by these clients could adversely affect our business, financial condition, and results of operations.

[removed: We collect Business Revenue from advertisers spending on] [added: A significant portion of] our [added: revenue is] Software Platform [added: Revenue] and [added: In-App Advertising (IAA) Revenue from our] Apps.

[removed: Business Revenue from our] Software [removed: Platform, which] [added: Platform Revenue] is mostly from AppDiscovery, is generated from our advertisers, typically on a [removed: performance-based] [added: performance-based, cost-per-install] basis, then shared with our advertising publishers, typically on a cost per impression model.

[removed: Business] [added: IAA] Revenue generated from our Apps comes from advertisers that purchase ad inventory from our diverse portfolio of mobile games.

As is common in the mobile app ecosystem and in the advertising industry, our [removed: business] clients do not have long-term advertising commitments with us.

[removed: Business] Revenue could also be impacted by a number of other factors, including:

- changes that limit our ability to deliver, target, or measure the effectiveness of advertising, including changes to policies by mobile operating system and third-party platform providers, and the degree to which users opt out of certain types of ad targeting as a result of changes and controls implemented in connection with such policy changes and with the E.U. General Data Protection Regulation (the [removed: GDPR),] [added: "GDPR"),] ePrivacy Directive, the California Consumer Privacy [added: Rights] Act (the [removed: CCPA),] [added: "CPRA"),] and the Children’s Online Privacy Protection Act (the [removed: COPPA);][added: "COPPA");]

- decisions by [removed: business] clients to reduce their advertising due to concerns about legal liability or uncertainty regarding their own legal and compliance obligations, or due to negative publicity, regardless of its accuracy, involving us, our user data practices, advertising metrics or tools, our Software Platform or Apps, or other companies in our industry; and

- the impact of macroeconomic conditions, including the impact of the COVID-19 pandemic and responses thereto, [added: inflation, rising interest rates, the war in Ukraine,] and seasonality, whether in the advertising industry in general, or among specific types of advertisers or within particular geographies.

The occurrence of any of these or other factors in the future could result in a reduction in demand for our Software Platform and use of our Apps, which may reduce the prices we receive for our advertisements or cause [removed: business] clients to stop advertising with us altogether, either of which would adversely affect our business and results of operations.

The failure to attract new [removed: business] clients, loss of [removed: business] clients, or reduction in spending by [removed: business] clients could adversely affect our business, financial condition, and results of operations.

Our Core Technologies, Software Platform, Apps, and other offerings involve the collection, storage, processing, and transmission of a large amount of data, including personal information, and we and our third-party service providers otherwise store and process information, including our confidential and proprietary business information, and personal information and other information relating to our employees and [removed: business] clients or other third parties.

Any failure to prevent or mitigate security breaches or incidents impacting our systems or other systems used in our business, or improper access to or disclosure of our data, including source code, or user data, including personal information, content, or payment information from users, or information from [removed: business] clients or other third parties, that is stored or otherwise processed in our [removed: business,] [added: business] could result in the unauthorized loss, modification, disclosure, destruction, or other misuse of such data, or unavailability of data or of our Core Technologies, Software Platform, Apps, or other offerings.

Any such event, or the perception it has occurred, could adversely affect our business and reputation, damage our operations, result in claims, [removed: litigation] [added: litigation,] or regulatory investigations or enforcement actions, fines, penalties, or other liability or obligations, and diminish [added: our competitive position.]

Computer malware (including ransomware), viruses, social engineering (predominantly spear phishing attacks or [removed: credential stuffing),] [added: smishing),] and general hacking have become more prevalent in the mobile app ecosystem.

Additionally, any such breach, incident, attack, malfunction, defect, or vulnerability, or the perception that any of these has occurred, may cause clients or users to lose confidence and trust in our [added: Core Technologies,] Software Platform or Apps and otherwise harm our reputation and market position.

In such an event, or if such an event is perceived to have occurred, we may suffer damage to our reputation, may have increased costs arising from the restoration or implementation of additional security measures, and we may face claims, demands, [removed: investigations] [added: investigations,] and other proceedings by private parties or governmental actors, and fines, penalties, and other liability or obligations, any of which could adversely affect our business, financial condition, and results of operations.

The principal factors and uncertainties that make investing in our Class A common stock subject to risk include, among other things:

- our ability to attract new clients, the loss of clients, or reduction in spend by clients;

- risks related to the expansion and diversification of our operations, possibly through future strategic acquisitions and partnerships;

- our ability to realize the value of our ongoing strategic review of our Apps portfolio;

- the impact of the geopolitical climate on our operations, including, as a result of war, terrorism, or armed conflict;

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

- changes to segment reporting as a result of our evolving business;

- the possibility that we may not realize the anticipated long-term stockholder value of our share repurchase programs;

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

- our ongoing strategic review of our Apps portfolio;

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

Further, in connection with the war in Ukraine, there may be a heightened risk of potential cyberattacks by state actors or others.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

Many jurisdictions have enacted breach notification obligations, and our agreements with certain customers or partners may require us to notify them in the event of a security breach.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

During periods of macroeconomic uncertainty, levels of advertising and discretionary spending have historically decreased and are likely to decrease and therefore this competition may intensify, which has at times harmed and may in the future harm our revenue.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

Recently, we have experienced the impacts of the macroeconomic deterioration as advertisers have been more closely managing budgets and reducing overall spend, which has resulted in slowed growth for our Software Platform.

In addition, the economic conditions affecting the financial markets, and uncertainty in global economic conditions may result in a number of adverse effects including a low level of liquidity in domestic and global markets, volatility in credit, equity, and currencies and instability in the stock market.

There could be a number of other follow-on effects from these economic developments on our business, including customer insolvencies, decreased demand for our marketing solutions; decreased customer ability to pay their accounts, and increased collections risk and defaults.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

The impact of Russia's invasion of Ukraine and the resulting geopolitical environment in those regions on their operations and other consulting resources may result in our continuing to incur costs to support our team members and address related challenges.

In addition, our management has spent time and attention on these and related events and will continue to monitor and assess the ongoing disruptions to our team members, our management, and our operations, each of which could potentially harm our business.

While not material to the operation of our business, management and our board of directors have discussed and assessed, and will continue to discuss and assess, any risks related to Russia's invasion of Ukraine, including but not limited to, risks related to cybersecurity, sanctions, and personnel based in affected regions to ensure we are prepared to react to new developments or further sanctions as they arise.

If we are unable to promptly or properly react to new developments or further sanctions related to that region, we may be subject to penalties or other negative consequences which could adversely impact our business.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

In addition, in August 2022, we submitted a non-binding proposal to combine with Unity.

While we ultimately withdrew our proposal, the proposal involved significant management attention and our stock price fluctuated based on developments during the pendency and withdrawal of the proposal.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

To complete large strategic transactions, we may need to spend significant amounts of cash, which may not be available to us on acceptable terms, if at all, or which could lead us to incur additional debt (and increased interest expense), assume contingent liabilities or amortization expenses related to intangible assets, or write-offs of goodwill and intangible assets.

In addition, we may need to issue significant amounts of equity or equity-linked consideration, which may dilute our current stockholders’ ownership and could adversely affect the price of our Class A common stock.

Our ongoing strategic review of our Apps portfolio may not result in improvements to our financial performance, strategy, or operations, and we face a number of risks related to such review.

We are continuing our strategic review and optimization of our Apps portfolio and its cost structure, focusing on identifying those assets which contribute value and how best to optimize each of those asset’s contribution to our overall financial performance.

This review has resulted in the divestiture or closure of certain studios, a reduction of headcount, restructuring of earn out arrangements, and other changes to our Apps portfolio, such as restructuring of certain assets or choosing to make changes to optimize the cost structure of certain Apps rather than investing in revenue growth.

For example, we have reduced our user acquisition spend for our portfolio of Apps as we increased our desired return goals, which has led to improved App segment Adjusted EBITDA margin, but also contributed to a decline in Apps revenue and MAPs compared to periods before such adjustments.

We may not achieve the desired strategic, operational, and financial benefits of any divestiture or other strategic transaction, or any other action taken as a result of our strategic review, and we may incur near term impacts to our results of operations due to our strategic review.

For example, in 2022 we incurred $127.9 million in impairment and loss in connection with the sale of certain assets resulting from our strategic review of the Apps portfolio.

Further, we may not be able to successfully execute the desired changes.

Our business operations are subject to numerous risks, factors and uncertainties, including those outside of our control, that could cause our actual results to be harmed, including risks regarding the following:

- the unpredictability of our results of operations;

- competition in our industry;

- our ability to maintain or increase advertiser demand and third-party publisher supply, the quantity, or quality of advertisements shown to users, or our pricing of advertisements;

- expansion into new business opportunities;

- the impact of the geopolitical climate on our operations, including, for example, the impact to our business and certain of our strategic partners impacted by the current warfare in Ukraine and resulting sanctions in Russia;

- our ability to maintain and scale our technical infrastructure;

- the impact of the COVID-19 pandemic and responsive measures;

- our general lack of long-term agreements with our business clients;

- the ability of our AppLovin Apps to meet user expectations;

- natural disasters, economic downturns, public health crises, or political crises;

- our exposure to greater than anticipated tax liabilities;

- our ability to maintain and develop our Core Technologies, Software Platform, Apps and other technology and advancements related to or required for new initiatives we may pursue or markets we choose to enter;

- changes in financial accounting standards;

- conversion of key internal systems and processes and problems with the design, implementation, or operation of these systems and processes;

- our intention not to pay dividends for the foreseeable future;

- potential sales of substantial amounts of our Class A common stock;

A significant portion of our revenue is Business Revenue.

- our ability to attract and retain business clients;

- our ability to improve the effectiveness and predictability of our advertising and maintain and improve our machine-learning (ML) engine AXON;

our competitive position.

policies, the existence of false or undesirable user accounts, improper advertising practices, activities that threaten people’s safety on- or offline or instances of spamming, scraping, data harvesting, or unsecured datasets.

television, movies, music, sports, and the internet.

In addition, our Core Technologies, Software Platform and Apps, as well as our

Our development and marketing efforts are focused on improving the experience of our existing Apps, developing new Apps, and successfully monetizing our Apps.

Our Apps generate revenue primarily through the sale of advertising, a substantial portion of which comes from other mobile gaming clients, and in-app purchases (IAPs).

For Apps distributed through third-party platforms, we are required to share a portion of the proceeds from in-game sales with the platform providers, which share may be subject to changes or increases over time.

In order to achieve and maintain our profitability, we need to generate sufficient revenue from our existing and new Apps to offset our ongoing development, marketing, and other operating expenses.

Successfully monetizing our Apps is difficult and requires that we deliver user experiences that a sufficient number of users will pay for through IAPs or we are able to otherwise sufficiently monetize our Apps, including by serving in-app advertising.

The success of our Apps depends in part on unpredictable and volatile factors beyond our control including user preferences, competing apps, new third-party platforms, and the availability of other entertainment experiences.

If our Apps do not meet user expectations or if they are not brought to market in a timely and effective manner, our business and results of operations could be adversely affected.

In addition, our ability to successfully launch or acquire Apps and their ability to achieve commercial success will depend in part on our ability to:

- effectively market our Apps to existing and new users;

- achieve a positive return on investment from our marketing and user acquisition costs or achieve organic user growth;

- adapt to changing trends, user preferences, new technologies, and new feature sets for mobile and other devices, including determining whether to invest in development for any new technologies, and achieve a positive return on the costs associated with such adaptation;

- continue to adapt mobile app feature sets for an increasingly diverse set of mobile devices, including various operating systems and specifications, limited bandwidth, and varying processing power and screen sizes;

- achieve and maintain successful user engagement and effectively monetize our Apps;

- develop mobile games that can build upon or become franchise games and expand and enhance our mobile games after their initial releases;

- develop Apps other than mobile games;

- identify and execute strategic acquisitions and partnerships;

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with [removed: the section titled “Selected* Consolidated *Financial and Other Data” and the] [added: our] consolidated financial statements and the related [removed: notes,] [added: notes] included elsewhere in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results that may be expected for any period in the [removed: future.][added: future.*]

Our [added: full stack] software [removed: solutions provide] [added: solution provides] advanced tools for mobile app developers to grow their businesses by automating and optimizing the marketing and monetization of their apps.

We [removed: have] also [added: operate a portfolio of owned mobile apps and] accelerated our market penetration through an active acquisition and partnership strategy.

Our scaled [removed: and integrated] business model sits at the nexus of the mobile app ecosystem, which creates a durable competitive advantage that has fueled our clients’ success and our strong growth.

Our Apps now consist of a globally diversified portfolio of over 350 free-to-play mobile games across five genres, run by [removed: nineteen] [added: eleven] studios.

For [removed: 2020,] [added: 2022,] our revenue grew [removed: 46%] [added: 1%] year-over-year from [removed: 2019,] [added: 2021,] from [removed: $994.1 million] [added: $2.79 billion] in [removed: 2019] [added: 2021] to [removed: $1.45] [added: $2.82] billion in [removed: 2020.][added: 2022.]

We generated [added: a] net [removed: income] [added: loss] of [removed: $35.3] [added: $192.9] million in [removed: 2021,] [added: 2022,] net [removed: loss] [added: income] of [removed: $125.9] [added: $35.3] million in [removed: 2020,] [added: 2021,] and [added: a] net [removed: income] [added: loss] of [removed: $119.0] [added: $125.9] million in [removed: 2019.][added: 2020.]

We generated Adjusted EBITDA of [added: $1.1 billion,] $726.8 million, [removed: $345.5 million,] and [removed: 301.2] [added: $345.5] million in [removed: 2021, 2020,] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

Additionally, we have generated strong cash flows, with net cash provided by operating activities of [removed: $361.9] [added: $412.8] million, [removed: $222.9] [added: $361.9] million, and [removed: $198.5] [added: $222.9] million in [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively.

We collect revenue from [removed: business clients, comprised of Business—Software] [added: our Software] Platform and [removed: Business—Apps revenue (collectively, "Business Revenue") and consumers.][added: our Apps.]

We [added: primarily] generate [removed: Business—Software] [added: Software] Platform [removed: revenue] [added: Revenue] from fees paid by mobile app [removed: advertisers, or business clients, that] [added: advertisers who] use our Software Platform to grow and monetize their apps.

We [removed: also collect Business—Apps revenue] [added: generate Apps Revenue] from [removed: business clients] [added: In-App Purchases made by the users within our Apps and from In-App Advertising generated from advertisers] that purchase [removed: the digital] advertising inventory [removed: of] [added: from] our [added: diverse] portfolio of Apps.

We are able to grow our [removed: Business] [added: Apps] Revenue by [removed: improving our Software Platform,] adding more apps to our Apps portfolio and increasing engagement on our existing Apps.

While we have thousands of [removed: business] clients as of December 31, [removed: 2021,] [added: 2022,] the vast majority of our revenue is derived from our [added: Software Platform] Enterprise Clients.

See [removed: “—Key] [added: “Key] Metrics” below for additional information on how we calculate [added: Software Platform] Enterprise Clients.

[removed: Approximately 96% of our Business Revenue] [added: Prior period revenue is measured as revenue] for the twelve months ended December 31, 2021 [removed: came] from our [removed: 407][added: Software Platform Enterprise Clients as of December 31, 2021.]

Our [added: Software Platform] Enterprise Clients had a Net Dollar-Based Retention Rate of approximately [removed: 176%] [added: 134%] for the twelve months ended December 31, [removed: 2021.1][added: 2022.1]

[removed: Business—Software] [added: Software] Platform clients include a wide variety of [removed: advertisers and publishers,] [added: advertisers,] from indie developer studios to some of the largest global internet platforms, such as Facebook and Google.

[removed: We have rapidly grown] [added: Current period revenue is revenue for] the [removed: number of Software Platform Enterprise Clients from 158 as of December 31, 2020 to 461 as of] [added: twelve months ended] December 31, [removed: 2021, which generated approximately 94% of our Business Revenue] [added: 2022] from our Software Platform [removed: for the three months ended] [added: Enterprise Clients as of] December 31, 2021.

[removed: Our Net Dollar-Based Retention Rate from existing Software Platform Enterprise Clients (SPECs) was 204% for SPECs as of December 31, 2021.2] We see multiple opportunities to gain new [removed: business] [added: Software Platform] clients, and to increase spend from existing [removed: business] clients, as we help them grow their businesses and make them more successful.

[removed: Business Software Platform] [added: IAP Revenue] represented [removed: 51%] [added: 67%] of total [removed: Business] [added: Apps] Revenue [removed: in] [added: for] the twelve months ended December 31, [removed: 2021.][added: 2022.]

Our Software Platform includes AppDiscovery, [added: MAX,] Adjust, and [removed: MAX.][added: Wurl.]

[removed: Business clients] [added: Clients] use AppDiscovery to automate, optimize, and manage their user acquisition investments.

Revenue is generated from our advertisers, typically on a [removed: performance-based,] [added: performance-basis,] and shared with our advertising publishers, typically on a cost per impression model.

[removed: Business] [added: Software Platform] clients use [removed: Adjust’s] [added: Adjust's] SaaS mobile marketing platform to better understand their [removed: users’] [added: users'] journey while allowing marketers to make smarter decisions through measurement, [removed: attribution,] [added: attribution] and fraud prevention.

[removed: Business] [added: Software Platform] clients use MAX to optimize purchases of app [removed: ad] [added: advertising] inventory.

[removed: Our Business—Apps revenue] [added: IAA] clients [added: that] purchase advertising inventory from our Apps [removed: and] are able to target highly relevant users from our diverse and global portfolio of over 350 mobile games.

By increasing the number of users and their engagement, as well as better matching ads with the appropriate target audience, we are able to increase our revenue from [removed: business] [added: IAA] clients that purchase advertising inventory from our Apps.

[removed: Consumer] [added: We now refer to our Apps "Business" revenue as "In-App Advertising" and "Consumer" revenue as "In-App Purchases." Apps] Revenue is generated when a user of one of our Apps makes an in-app purchase [removed: (IAP).][added: ("IAP") and when clients purchase the digital advertising inventory of our portfolio of Apps ("In-App Advertising" or "IAA").]

Our Apps are generally free-to-play mobile games and generate [removed: Consumer] [added: IAP] Revenue through IAPs.

During the twelve months ended December 31, [removed: 2021,] [added: 2022,] we had an average of [removed: 3.0] [added: 2.3] million Monthly Active Payers [removed: (MAPs)] [added: ("MAPs")] across our portfolio of Apps.

Over that period, we had an Average Revenue Per Monthly Active Payer [removed: (ARPMAP)] [added: ("ARPMAP")] of $43.

See [removed: “—Key] [added: “Key] Metrics” below for additional information on how we calculate MAPs and ARPMAP.

1 We measure Net Dollar-Based Retention Rate for the twelve months ended December 31, [removed: 2021] [added: 2022] for our [added: Software Platform] Enterprise Clients as current period revenue divided by prior period revenue.

[removed: Prior period revenue is measured as revenue for] [added: For] the twelve months ended December 31, [removed: 2020 from] [added: 2022,] our [removed: Enterprise Clients as of December 31, 2020.][added: Apps Revenue decreased by $351.3 million, or 17%, from the prior year period.]

[removed: Enterprise Clients.] [added: Software Platform Enterprise Clients ("SPECs").] We focus on the number of [removed: Enterprise Clients,] [added: SPECs,] which are third-party [removed: business] clients from whom we have collected greater than $125,000 of [removed: revenue] [added: Software Platform Revenue] in the trailing [removed: 12] [added: twelve] months to a given date.

[removed: Enterprise Clients] [added: SPECs] generate the vast majority of our [removed: Business] [added: Software Platform] Revenue and [removed: Business] [added: Software Platform] Revenue growth.

Revenue Per [added: Software Platform] Enterprise Client [removed: (RPEC).] [added: ("Revenue per SPEC").] We define [removed: RPEC] [added: Revenue per SPEC] as (i) the total revenue derived from our [added: Software Platform] Enterprise Clients in [added: the trailing twelve months to] a [removed: twelve-month] [added: given] period, divided by (ii) [added: Software Platform] Enterprise Clients as of the end of that same period.

The following table shows our [removed: Enterprise Clients as of] [added: TSTV for the years ended] December 31, [removed: 2021, 2020 and 2019, and our RPEC for 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

Our mission is to help companies grow their apps and accelerate their business.

In 2022, Software Platform Revenue represented 37% of total revenue and Apps Revenue represented 63% of total revenue.

In the second quarter of 2022, we revised the presentation of segment information to align with changes to how our chief operating decision maker (“CODM”), the Chief Executive Officer, allocates resources and assesses performance.

Effective in May 2022, we report our operating results through two reportable segments: Software Platform and Apps.

Previously we had a single operating and reportable segment.

The CODM evaluates performance of each segment based on several factors, of which the financial measures are segment revenue and segment adjusted EBITDA, as defined in Note 14 to the Company's consolidated financial statements.

Software Platform Revenue

We are able to grow our Software Platform Revenue by improving our various software technologies.

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The Compass Analytics tool within MAX provides insights to manage against key performance indicators, understand the long-term value of users, and help manage profitability.

Software Platform clients use Wurl's CTV platform to distribute streaming video, maximize advertising revenue, and acquire and retain viewers or subscribers.

Revenue from Wurl is primarily generated from content companies, typically on a usage-based model.

Apps Revenue

During the fourth quarter of 2022, we changed the terms used to describe our two Apps segment revenue streams to better align with market terminology.

IAA Revenue represented 33% of total Apps Revenue for the twelve months ended December 31, 2022.

As our Software Platform, which includes AppDiscovery, MAX, AppLovin Exchange, Adjust and Wurl, continues to evolve, we continue to evaluate metrics that facilitate an understanding of our business.

Following the addition and integration of offerings like Adjust and Wurl, as well as the future launch of our Array OEM/carrier offering, the revenue mix within our Software Platform segment is shifting and we expect this shift will become more pronounced over time as these businesses grow.

Given the structural differences in these businesses—in terms of their revenue models as well as the nature of their clients—we believe our current key metrics for the Software Platform will no longer provide a valuable method to understand fluctuations in the performance of our Software Platform revenue.

As a result, beginning in first quarter of 2023, we will no longer provide certain key metrics related to our Software Platform segment including Total Software Transaction Value, Software Platform Enterprise Clients and Revenue per Software Platform Enterprise Client.

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| Impairment and loss in connection with sale of long-lived assets | | | 127,892 | | | | | | — | | | | | | — | | |

| Stock-based compensation2 | | | 191,612 | | | | | | 135,468 | | | | | | 62,387 | | |

| Publisher bonuses3 | | | 209,635 | | | | | | 3,227 | | | | | | — | | |

| Restructuring costs | | | 10,834 | | | | | | — | | | | | | — | | |

| Adjusted EBITDA margin | | | 37.7% | | | | | | 26.0% | | | | | | 23.8% | | |

4 Reflects one-time transition services provided by Twitter to AppLovin.

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Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less purchases of property and equipment and principal payment of finance leases.

We use Free Cash Flow to help manage the health of our business, prepare budgets and for capital allocation purposes.

We believe Free Cash Flow provides useful supplemental information to help investors understand underlying trends in our business and our liquidity.

Free cash flow has certain limitations, including that it does not reflect our future contractual commitments.

Our definition may differ from the definitions used by other companies and therefore comparability may be limited.

In addition, other companies may not publish Free Cash Flow or similar metrics.

Thus, our Free Cash Flow should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP.

The following table provides our Free Cash Flow for 2022, 2021, and 2020, and a reconciliation of net cash provided by operating activities to Free Cash Flow:

| | | | (in thousands, except percentages) | | | | | | | | | | | | | | |

| Less: | | | | | | | | | | | | | | | | | |

| Purchase of property and equipment | | | (662) | | | | | | (1,390) | | | | | | (3,241) | | |

A discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019 has been reported previously in our final prospectus dated April 14, 2021 filed with the SEC on April 15, 2021 pursuant to Rule 424(b)(4) (File No. 333-253800) of the Securities Act, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”*

Our mission is to grow the mobile app ecosystem by enabling the success of mobile app developers.

Our software, coupled with our deep industry knowledge and expertise, has allowed us to rapidly scale a successful and diversified portfolio of owned mobile apps.

Our focus on building a market-leading software platform, coupled with our unique approach to developing and growing our Apps portfolio, as well as our strategic investments to date, has produced a business model characterized by rapid growth and strong cash flow generation.

In February 2022, our board of directors authorized a share repurchase program to repurchase $750.0 million of our Class A common stock over time.

The program is effective immediately.

We will continuously evaluate efficient alternatives to using cash on hand to fund the program, including accessing the capital markets, subject to market conditions.

In 2021, Business Revenue represented 48% of total revenue and Consumer Revenue represented 52% of total revenue.

Business Revenue

Enterprise Clients as of December 31, 2021.

Revenue from business clients related to our Apps is generated from ads purchased by advertisers, as well as from revenue-sharing agreements between some of our studios and a selection of third-party studios for which they publish and monetize games.

Consumer Revenue

Leveraging the benefit of our integrated Core Technologies, Software Platform, and Apps, we see opportunities to grow our App-related revenue streams by increasing MAPs and expanding ARPMAP within existing games and through new game development, acquisitions and partnerships.

As a result of our continued focus on our Software Platform, we plan to phase out several metrics including Enterprise Clients, Revenue Per Enterprise

Current period revenue is revenue for the twelve months ended December 31, 2021 from our Enterprise Clients as of December 31, 2021, and excludes revenue from any new Enterprise Clients during the twelve months ended December 31, 2021.

2 We measure Net Dollar-Based Retention Rate for the three months ended December 31, 2021 for our Software Platform Enterprise Clients (SPECs) as current period revenue divided by prior period revenue.

Prior period revenue is measured as revenue for the three months ended December 31, 2020 from our Software Platform Enterprise Clients as of December 31, 2020.

Current period revenue is revenue for the three months ended December 31, 2021 from Software Platform Enterprise Clients as of December 31, 2020.

Client and Net Dollar-Based Retention Rate for Enterprise Clients beginning with the quarter ended March 31, 2022 in favor of similar software-focused Key Metrics.

See “Update to our Key Metrics” below for further details.

Annual Key Metrics

We expect to increase the revenue from Enterprise Clients over time.

RPEC shows how efficiently we are monetizing each Enterprise Client.

We expect to increase RPEC over time as we enhance our Software Platform and Apps.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| Enterprise Clients | | | 407 | | | | | | 172 | | | | | | 167 | | |

| Revenue Per Enterprise Client (in thousands) | | | $ | 3,146 | | | | | $ | 4,081 | | | | | $ | 3,515 | |

Quarterly Key Metrics

Software Platform Enterprise Clients (SPECs). We focus on the number of SPECs, which are third-party business clients from whom we have collected greater than $31,250 of Software Platform revenue in the three months to a given date, equating to an annual run-rate of $125,000 in revenue.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| SPEC | | | 461 | | | | | | 158 | | | | | | 133 | | |

| Revenue per SPEC (in thousands) | | | $ | 503 | | | | | $ | 500 | | | | | $ | 338 | |

Beginning with the three months ended June 30, 2022, the revenue measurement period used to determine the number of SPECs in a period will be updated to include clients from whom we have collected greater than $125,000 in Software Platform revenue over the trailing 12 months.

The current definition of SPEC includes third-party clients who had more than $31,250 in Software Platform revenue for the prior three months.

We believe this change in revenue measurement period will provide additional information regarding the scale and growth of our more-mature clients.

Going forward, when Net Dollar-Based Revenue Retention (NDBRR) measures are provided, we will also calculate such measures using the updated definition of SPECs.

The table below shows our SPEC and Revenue per SPEC as of December 31, 2021, 2020 and 2019 under the updated calculations.

We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in interest [removed: rates.][added: rates and foreign exchange.]

As of December 31, [removed: 2021,] [added: 2022,] we had unrestricted cash and cash equivalents of [removed: $1.52] [added: $1.08] billion.

A hypothetical [removed: 10% change] [added: 100 basis point increase] in interest rates would not have a material impact on our financial condition or results of operations due to the short-term nature of our cash equivalents.

As of December 31, [removed: 2021,] [added: 2022,] we had a debt balance of [removed: $3.27] [added: $3.25] billion.

Interest Rate Fluctuation Risk

We have entered, and in the future may enter, into interest rate swaps to manage interest rate risk on a whole, or a portion, of our outstanding debt.

In 2022, we entered into a receive-variable and pay-fixed interest rate swap that allows us to effectively mitigate the impact of an increase in interest rates on a notional amount of $1.8 billion of the outstanding debt balance as of December 31, 2022.

With respect to our outstanding borrowings subject to variable interest rates at December 31, 2022, a hypothetical 100 basis point increase in interest rate would have increased the Company’s annual interest expense by approximately $15.1 million.

We cannot predict market fluctuations in interest rates and their impact on our debt, nor can there be any assurance that long-term fixed-rate debt will be available at favorable rates, if at all.

Consequently, future results may differ materially from estimated results due to adverse changes in interest rates.

Foreign Currency Exchange Risk

*Translation Exposure*

We are exposed to foreign exchange rate fluctuations as we translate the financial statements of our foreign subsidiaries into U.S. dollars in consolidation.

If there is a change in foreign currency exchange rates, the translating adjustments resulting from the conversion of our foreign subsidiaries’ financial statements into U.S. dollars would result in a gain or loss recorded as a component of accumulated other comprehensive income (loss), which is part of stockholders’ equity (deficit).

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A hypothetical 50 basis point change in interest rates as of December 31, 2021 would not have a material impact on our consolidated financial statements for the year ended December 31, 2021.

Our [added: full stack] software [removed: solutions provide] [added: solution provides] advanced tools for mobile app developers to grow their businesses by automating and optimizing the marketing and monetization of their apps.

We [removed: have] also [added: operate a portfolio of owned mobile apps and] accelerated our market penetration through an active acquisition and partnership strategy.

Our scaled [removed: and integrated] business model sits at the nexus of the mobile app ecosystem, which creates a durable competitive advantage that has fueled our clients’ success and our strong growth.

[removed: - *AppLovin Core Technologies*:] Our [added: Core Technologies are our] foundational technology [removed: infrastructure] [added: infrastructure,] which powers our Software [removed: Platform and, in turn, our Apps.][added: Platform.]

[added: - *AppLovin Core Technologies*:] Our Core Technologies consist of our AXON machine-learning recommendation engine, our App Graph, and our elastic cloud infrastructure.

- *AppLovin Software Platform*: [removed: A] [added: Our Software Platform includes a] comprehensive suite of tools for developers to get their mobile apps discovered and downloaded by the right users, optimize return on marketing spend, and maximize monetization of engagement.

In 2018, given an opportunity to scale our own apps using our Software Platform, insights, and expertise in the mobile app ecosystem, we launched [removed: our first-party content strategy,] AppLovin [removed: Apps.][added: Apps (Apps).]

Today, our Apps consist of a globally diversified portfolio of over 350 free-to-play mobile games across five genres, run by [removed: nineteen] [added: eleven] studios including studios that we own (Owned Studios) and others that we partner with (Partner Studios).

[added: Our studios generally focus on the] development of easy to learn and play games, which appeal to a broad range of demographics, but also develop several games for other genres.

We accelerate our capabilities and enhance our strategic position [removed: in the mobile app ecosystem] by actively pursuing acquisitions and partnerships for new technologies and apps.

From the beginning of 2018 through [removed: December 31, 2021,] [added: 2022,] we have invested [removed: over $2.5] [added: nearly $4.0] billion across [removed: 27] [added: 29] strategic acquisitions and partnerships with app studios, games, and software platforms.

We have built and invested in our Core Technologies and Software Platform, which [removed: expand] [added: primarily focus on expanding] the mobile app ecosystem by solving key developer growth challenges.

[removed: ][added: ]

[removed: Our] [added: Our] Core [removed: Technologies are our foundational technology infrastructure, which powers our] [added: Technologies,] Software Platform [removed: and, in turn, our Apps.][added: and Apps]

Our Core Technologies [removed: catalogue] [added: catalog] and consolidate interactions every day into our proprietary App Graph.

This suite is [added: primarily] made up of three key [removed: solutions:][added: solutions plus the addition of Wurl, which we acquired in April 2022:]

[removed: learning] [added: AppDiscovery is powered by our AXON machine-learning] recommendation engine with predictive algorithms that enable developers to match their apps to users that are more likely to download them.

Our Software Platform is delivered through an integrated and seamless user interface, allowing developers to accelerate their revenue [removed: opportunities,] [added: opportunities and] reduce the time they spend on marketing and [removed: monetization, and focus on what they do best—developing apps.][added: monetization.]

Our Apps consist of a globally diversified portfolio of over 350 free-to-play mobile games run by [removed: nineteen] [added: eleven] studios with a deep bench of talented developers.

[removed: ][added: ]

We [removed: accelerate] [added: have accelerated] our technical capabilities, strategic positioning, and growth through strategic acquisitions and partnerships.

We have developed a proven and repeatable process for acquiring [removed: highly] sophisticated [removed: technology] [added: technologies] that enhances our Core Technologies and Software Platform and for selecting and scaling our [removed: Apps] global [added: Apps] portfolio.

Our acquisitions and partnerships include investments in software, such as our acquisitions of Adjust, MAX, MoPub, [added: Wurl,] and SafeDK, and game studios, such as our acquisition of PeopleFun and partnership with Belka Games.

From the beginning of 2018 through [removed: December 31, 2021,] [added: 2022,] we have invested [removed: over $2.5] [added: nearly $4.0] billion across [removed: 27] [added: 29] strategic acquisitions and partnerships [removed: in software] [added: with app studios, games,] and [removed: gaming.][added: software platforms.]

- Existing market expansion. We have an attractive market opportunity within our [removed: growing] mobile app segments and will continue to invest across our Core Technologies, Software Platform, and Apps.

◦Expand into other mobile app segments and industries. Our long-term objective is to [removed: power and operate] [added: provide critical tools to] mobile [removed: apps] [added: app developers] across multiple [removed: verticals such as e-commerce, entertainment, and health and wellness.][added: verticals.]

We [added: also] believe our deep expertise and capabilities [removed: in the complex mobile gaming sector] will allow us to successfully apply our [removed: technology in other verticals.][added: solutions to tangential sectors, including with mobile OEMs and carriers and the growing CTV industry.]

◦Geographic expansion and industry partnerships. We have a large international expansion opportunity given only [removed: 40%] [added: 39%] of our total revenue came from outside of the United States in [removed: 2021.][added: 2022.]

- Pursue accretive strategic acquisitions and partnerships. Given our proven track record, long-standing relationships with key industry players, and reputation as a partner of choice, we [removed: have a deep pipeline of software] [added: will continue to explore] and [removed: app] [added: consider acquisition, partnership, and] investment opportunities [removed: which we will continue] [added: related] to [removed: pursue.][added: our business or industry.]

[removed: ][added: ]

[removed: ][added: ]

- Advanced in-app bidding technology: MAX’s competitive auctions happen in real time with [removed: the] most bidding platforms in the industry bidding simultaneously for developers’ inventory at high volume.

Today, our Apps consist of a globally diversified portfolio of over 350 free-to-play mobile games across five genres, run by [removed: nineteen] [added: eleven] studios located worldwide with a deep bench of talented developers.

Our Owned Studios and Partner Studios have developed and published games across a number of genres including: casual, hypercasual, match-three, [added: midcore, and card/casino.]

[removed: Today, a] [added: A] large segment of our portfolio is casual games which have a lower risk of development and generally have more predictable revenue streams and return on investments.

We operate in a fragmented mobile app ecosystem composed of divisions of large, [removed: well- established] [added: well-established] companies as well as privately-held companies.

Our employees are a key reason for our success and [removed: are] essential for our continued growth.

We benefit from a distributed global workforce and [removed: we] plan to continue investing in [removed: hiring employees in] our [removed: many locations worldwide.][added: employees.]

Our [removed: culture, industry success,] [added: culture] and [removed: competitive compensation] [added: industry success further] enable us to successfully [removed: retain our employees and to effectively recruit] [added: hire] and retain [removed: new talent.][added: employees aligned with our mission.]

The San Francisco Business Times and Silicon Valley Business Journal awarded us one of the Bay Area’s Best Places to Work in 2019, 2020, [added: 2021] and [removed: 2021.][added: 2022.]

Our mission is to help companies grow their apps and accelerate their business.

- Wurl is a connected TV (CTV) platform which primarily distributes streaming video for content companies, as well as provides solutions to maximize advertising revenue and attract consumers.

We generate our revenue from our Software Platform and Apps.

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We report our operating results through two reportable segments: Software Platform and Apps.

These segments align with how our chief operating decision maker allocates resources and assesses performance of our business.

The amount of revenue derived from our two segments and other relevant data for the years ended December 31, 2022, 2021 and 2020.

For additional information, see Note 14 to the Company's consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

- Wurl is a connected TV (CTV) platform which primarily distributes streaming video for content companies, as well as provides solutions to maximize advertising revenue and attract consumers.

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Early in 2022, given the scale reached by our Software Platform solutions, in particular AppDiscovery and MAX, we determined we no longer required access to a first-party portfolio of Apps and therefore commenced a strategic review of our Apps.

We are continuing the optimization of our Apps portfolio and its cost structure, focusing on how to best optimize each of those asset’s contribution to our overall financial performance.

This review has resulted in the divestiture or closure of certain studios, a reduction of headcount, restructuring of earn out arrangements, and other changes to our Apps portfolio, such as restructuring of certain assets or choosing to make changes to optimize the cost structure of certain Apps rather than investing in revenue growth.

While we believe we have made substantial progress on this review, we may take similar actions in the future.

We will continue to manage our Apps portfolio for financial return, including investing for growth through new game launches, while remaining open to evaluating opportunities for the retention, restructure, or sale of assets in the future.

- Attracting and retaining the best talent. We intend to continue to invest in attracting and retaining talent who share our values and will help drive our future growth.

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- Optimize AppLovin Apps. As the operational optimization of our AppLovin Apps portfolio nears completion, we continue to make appropriate user acquisition investments, use live-ops to enhance engagement and monetization of our Apps, leverage internal resources across our subsidiaries and studios and launch new titles, while remaining open to evaluating opportunities for the retention, restructure, or sale of assets in the future.

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We also are now starting to address the CTV advertising market with the acquisition of Wurl.

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Wurl

Wurl is a connected TV (CTV) platform which primarily distributes streaming video for content companies, as well as provides solutions to maximize advertising revenue and attract consumers.

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Employees and Human Capital Resources

As of December 31, 2022, approximately 48% of our global employees were located outside of the U.S. and 52% in the U.S. Approximately 51% of our U.S. employees are from one or more diverse groups, including Asian, Hispanic or Latino, Black or African American, Native Hawaiian or Other Pacific Islander, American Indian or Alaska Native, or Two or More Races and approximately 33% of our U.S. employees are female.

We provide competitive compensation packages designed to attract and retain talent, as informed by market compensation surveys and data.

We have multiple incentive programs throughout the organization designed to provide short-term and long-term incentives, including base cash, equity and/or performance cash awards.

Inc. further recognized us as a Best Workplace 2022.

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[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

Our mission is to grow the mobile app ecosystem by enabling the success of mobile app developers.

Our software, coupled with our deep industry knowledge and expertise, has allowed us to rapidly scale a successful and diversified portfolio of owned mobile apps.

Over the past two decades, mobile apps have become integral to our lives.

Mobile apps offer a wide array of applications, such as allowing users to seamlessly share ideas, make purchases, monitor health, and access entertainment.

Growth of the mobile app ecosystem benefits mobile app users, but makes it harder for mobile app developers, and particularly indie developers, to scale and succeed in a crowded market.

Most developers lack access to the marketing, monetization, and data analytics tools required to stand out among millions of competing mobile apps or attract sufficient numbers of mobile app users to create and sustain a successful long-term business.

The marketing and monetization challenges faced by mobile app developers are particularly acute for developers of mobile games, which is one of the largest and fastest-growing segments within the mobile app ecosystem.

Our Software Platform is comprised of three solutions:

Our Apps provide data and insights as users play games, thus improving our App Graph and AXON recommendation engine.

Our studios generally focus on the

The combination of our Core Technologies, Software Platform, and Apps forms a strategic flywheel that drives growth across our business and furthers our competitive advantages.

This continuously improving flywheel helps developers that use our Software Platform to create and sustain successful businesses, growing both our own business and the mobile app ecosystem.

Insights that we derive from our strategic position and flywheel allow us to proactively identify attractive acquisition and partnership opportunities across the mobile app ecosystem.

In the case of new apps, we are able to deploy our Software Platform and expertise to accelerate revenue growth, enabling us to target strong returns on investment.

Strategic acquisitions and partnerships will continue to be a part of our growth strategy going forward.

How We Grow the Mobile App Ecosystem

AppLovin’s Integrated Approach

AppDiscovery is powered by our AXON machine-

When deployed together, our Software Platform helps developers better reach and monetize a more precisely targeted and valuable user base.

Our Strategic Flywheel

The mutually reinforcing combination of our Software Platform’s scaled distribution, our App’s first- party content, and our Core Technologies’ recommendation engine creates a powerful flywheel effect that enhances each component and importantly improves our overall strategic position and capabilities.

As our Software Platform improves and is able to deliver more effective ads to more relevant users, more developers use and integrate their apps with our Software Platform, growing our scaled distribution.

This grows the number of users on and level of engagement with our Apps and third-party apps.

With a larger number of users engaged with our Software Platform and our Apps, our App Graph gains more insights and data.

The enhanced App Graph feeds our Core Technologies, including our AXON machine-learning recommendation engine, improving its insights and matching capabilities.

As the insights generated by AXON improve, the effectiveness of our Software Platform is enhanced in real-time.

Improvements to our Software Platform lead to more developer demand, restarting the virtuous cycle of our strategic flywheel.

Our Software Platform benefits from more apps and users from both our Apps and those of third- party developers.

Through more volume and strong underlying software, our Software Platform can better match and price the supply of advertising inventory and demand from advertisers, helping users discover the apps they love and delivering better returns for developers.

Apps—whether third party or our own—benefit from the improved marketing and monetization capabilities of our Software Platform, driving growth in users and revenue.

With greater scale and resources, developers can reinvest to create new apps, improve existing apps, and further invest in user acquisition, thereby growing the overall mobile app ecosystem.

We derive highly strategic insights from our flywheel.

As the largest user of our Software Platform, our Apps benefit from the expertise and cost savings of our Software Platform, leading to greater returns on user acquisition spend.

This allows our Apps to make significant investments in user acquisition, giving us further insights into the effectiveness of our tools and monetization strategies across the ecosystem.

Our unique and active role in the ecosystem allows us to make informed, data-driven decisions regarding which tools best address developer pain points.

As part of AppLovin, our strategic acquisitions and partnerships benefit from our software and expertise, typically achieving step-function improvements in performance.

Once we have acquired or partnered with a studio, we allow the studio to maintain its creative autonomy and help the studio to manage its business needs by leveraging all of the tools and capabilities of our Core Technologies and Software Platform.

Given our strategic insights and long-standing relationships with many game studios, we are able to identify highly attractive acquisitions and partnerships.

- Expand distribution reach and software capabilities. Improvements to AXON and our App Graph help to accelerate AppDiscovery’s growth.

We also see an opportunity to increase market adoption of our MAX monetization solution, in part, through our acquisition of MoPub.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Yes [removed: ☐ No] ☒ [added: No ☐]

| Large accelerated filer | | | [removed: ☐] [added: ☒] | | | Accelerated filer | | | ☐ | | |

| Non-accelerated filer | | | [removed: ☒] [added: ☐] | | | Smaller reporting company | | | ☐ | | |

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on June 30, [removed: 2021,] [added: 2022,] the last business day of its most recently completed second fiscal quarter, was [removed: $15.45] [added: $7.50] billion based on the closing sales price of the registrant’s Class A common stock on that date.

As of [removed: March 4, 2022,] [added: February 22, 2023,] the number of shares of the registrant's Class A common stock outstanding was [removed: 297,163,913] [added: 305,240,598] and the number of shares of the registrant's Class B common stock outstanding was [removed: 78,662,622.][added: 71,162,622.]

Portions of the registrant’s [removed: proxy statement] [added: Definitive Proxy Statement] for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated [removed: herein] by reference [removed: in] [added: into] Part III of this Annual Report on Form 10-K [removed: to the extent stated herein.][added: where indicated.]

Such [removed: proxy statement] [added: Definitive Proxy Statement] will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2021.][added: 2022.]

| Item 1. | | | [removed: [Business](#ia678e56517244f35a982d817720403dc_10)] [added: [Business](#ieb871a0e08aa4e4b92ec102efcf4e558_16)] | | | [removed: [4](#ia678e56517244f35a982d817720403dc_10)] [added: [2](#ieb871a0e08aa4e4b92ec102efcf4e558_16)] | | |

| Item 1A. | | | [removed: [Risk Factors](#ia678e56517244f35a982d817720403dc_13)] [added: Risk Factors] | | | [removed: [15](#ia678e56517244f35a982d817720403dc_13)] [added: [11](#ieb871a0e08aa4e4b92ec102efcf4e558_1301)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ia678e56517244f35a982d817720403dc_16)] [added: Comments](#ieb871a0e08aa4e4b92ec102efcf4e558_22)] | | | [removed: [50](#ia678e56517244f35a982d817720403dc_16)] [added: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_22)] | | |

| Item 2. | | | [removed: [Properties](#ia678e56517244f35a982d817720403dc_19)] [added: [Properties](#ieb871a0e08aa4e4b92ec102efcf4e558_25)] | | | [removed: [50](#ia678e56517244f35a982d817720403dc_19)] [added: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ia678e56517244f35a982d817720403dc_22)] [added: Proceedings](#ieb871a0e08aa4e4b92ec102efcf4e558_28)] | | | [removed: [50](#ia678e56517244f35a982d817720403dc_22)] [added: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ia678e56517244f35a982d817720403dc_25)] [added: Disclosures](#ieb871a0e08aa4e4b92ec102efcf4e558_31)] | | | [removed: [50](#ia678e56517244f35a982d817720403dc_25)] [added: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia678e56517244f35a982d817720403dc_31)] [added: Securities](#ieb871a0e08aa4e4b92ec102efcf4e558_37)] | | | [removed: [51](#ia678e56517244f35a982d817720403dc_31)] [added: [46](#ieb871a0e08aa4e4b92ec102efcf4e558_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ia678e56517244f35a982d817720403dc_34)] [added: [\[Reserved\]](#ieb871a0e08aa4e4b92ec102efcf4e558_40)] | | | [removed: [52](#ia678e56517244f35a982d817720403dc_34)] [added: [47](#ieb871a0e08aa4e4b92ec102efcf4e558_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia678e56517244f35a982d817720403dc_37)] [added: Operations](#ieb871a0e08aa4e4b92ec102efcf4e558_43)] | | | [removed: [53](#ia678e56517244f35a982d817720403dc_37)] [added: [48](#ieb871a0e08aa4e4b92ec102efcf4e558_43)] | | |

| Item 7A. | | | [removed: [Quantitative](#ia678e56517244f35a982d817720403dc_103) [and] [added: [Quantitative and] Qualitative [removed: Disclosures](#ia678e56517244f35a982d817720403dc_103) [About] [added: Disclosures About] Market [removed: Risk](#ia678e56517244f35a982d817720403dc_103)] [added: Risk](#ieb871a0e08aa4e4b92ec102efcf4e558_94)] | | | [removed: [73](#ia678e56517244f35a982d817720403dc_103)] [added: [67](#ieb871a0e08aa4e4b92ec102efcf4e558_94)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ia678e56517244f35a982d817720403dc_106)] [added: Data](#ieb871a0e08aa4e4b92ec102efcf4e558_97)] | | | [removed: [74](#ia678e56517244f35a982d817720403dc_106)] [added: [68](#ieb871a0e08aa4e4b92ec102efcf4e558_97)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia678e56517244f35a982d817720403dc_193)] [added: Disclosure](#ieb871a0e08aa4e4b92ec102efcf4e558_181)] | | | [removed: [118](#ia678e56517244f35a982d817720403dc_193)] [added: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_181)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ia678e56517244f35a982d817720403dc_196)] [added: Procedures](#ieb871a0e08aa4e4b92ec102efcf4e558_184)] | | | [removed: [118](#ia678e56517244f35a982d817720403dc_196)] [added: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_184)] | | |

| Item 9B. | | | [Other [removed: Information](#ia678e56517244f35a982d817720403dc_199)] [added: Information](#ieb871a0e08aa4e4b92ec102efcf4e558_187)] | | | [removed: [118](#ia678e56517244f35a982d817720403dc_199)] [added: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_187)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign [removed: Jurisdiction](#ia678e56517244f35a982d817720403dc_202)[s](#ia678e56517244f35a982d817720403dc_202) [that] [added: Jurisdictions that] Prevent [removed: Inspections](#ia678e56517244f35a982d817720403dc_202)] [added: Inspections](#ieb871a0e08aa4e4b92ec102efcf4e558_190)] | | | [removed: [118](#ia678e56517244f35a982d817720403dc_202)] [added: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_190)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia678e56517244f35a982d817720403dc_208)] [added: Governance](#ieb871a0e08aa4e4b92ec102efcf4e558_196)] | | | [removed: [119](#ia678e56517244f35a982d817720403dc_208)] [added: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_196)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ia678e56517244f35a982d817720403dc_211)] [added: Compensation](#ieb871a0e08aa4e4b92ec102efcf4e558_199)] | | | [removed: [119](#ia678e56517244f35a982d817720403dc_211)] [added: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_199)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owner and Management and Related Stockholder [removed: Matters](#ia678e56517244f35a982d817720403dc_214)] [added: Matters](#ieb871a0e08aa4e4b92ec102efcf4e558_202)] | | | [removed: [119](#ia678e56517244f35a982d817720403dc_214)] [added: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_202)] | | |

| Item 13. | | | [Certain Relationship and Related Transactions, and Director [removed: Independence](#ia678e56517244f35a982d817720403dc_217)] [added: Independence](#ieb871a0e08aa4e4b92ec102efcf4e558_205)] | | | [removed: [120](#ia678e56517244f35a982d817720403dc_217)] [added: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_205)] | | |

| Item 14. | | | [Principal [removed: Account](#ia678e56517244f35a982d817720403dc_220)[ant](#ia678e56517244f35a982d817720403dc_220) [Fees] [added: Accountant Fees] and [removed: Services](#ia678e56517244f35a982d817720403dc_220)] [added: Services](#ieb871a0e08aa4e4b92ec102efcf4e558_208)] | | | [removed: [120](#ia678e56517244f35a982d817720403dc_220)] [added: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_208)] | | |

| Item 15. | | | [removed: [Exhibit](#ia678e56517244f35a982d817720403dc_226) [and](#ia678e56517244f35a982d817720403dc_226) [Financial] [added: [Exhibit and Financial] Statement [removed: Schedules](#ia678e56517244f35a982d817720403dc_226)] [added: Schedules](#ieb871a0e08aa4e4b92ec102efcf4e558_214)] | | | [removed: [121](#ia678e56517244f35a982d817720403dc_226)] [added: [111](#ieb871a0e08aa4e4b92ec102efcf4e558_214)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ia678e56517244f35a982d817720403dc_229)] [added: Summary](#ieb871a0e08aa4e4b92ec102efcf4e558_217)] | | | [removed: [124](#ia678e56517244f35a982d817720403dc_229)] [added: [114](#ieb871a0e08aa4e4b92ec102efcf4e558_217)] | | |

- our ability to attract and retain [removed: business] clients and users;

We undertake no obligation to update any forward-looking statements made in this Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual [added: Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

No shares of the registrant’s Class C common stock were outstanding as of February 22, 2023.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| [Part I](#ieb871a0e08aa4e4b92ec102efcf4e558_13) | | | | | | [2](#ieb871a0e08aa4e4b92ec102efcf4e558_13) | | |

| [Part II](#ieb871a0e08aa4e4b92ec102efcf4e558_34) | | | | | | [46](#ieb871a0e08aa4e4b92ec102efcf4e558_34) | | |

| [Part III](#ieb871a0e08aa4e4b92ec102efcf4e558_193) | | | | | | [110](#ieb871a0e08aa4e4b92ec102efcf4e558_193) | | |

| [Part IV](#ieb871a0e08aa4e4b92ec102efcf4e558_211) | | | | | | [111](#ieb871a0e08aa4e4b92ec102efcf4e558_211) | | |

| Signatures | | | | | | [115](#ieb871a0e08aa4e4b92ec102efcf4e558_220) | | |

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

- our expectations regarding the impact of COVID-19, the macroeconomic environment, including rising inflation and interest rates, and the war in Ukraine;

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| [Part I](#ia678e56517244f35a982d817720403dc_7) | | | | | | [4](#ia678e56517244f35a982d817720403dc_7) | | |

| [Part II](#ia678e56517244f35a982d817720403dc_28) | | | | | | [51](#ia678e56517244f35a982d817720403dc_28) | | |

| [Part III](#ia678e56517244f35a982d817720403dc_205) | | | | | | [119](#ia678e56517244f35a982d817720403dc_205) | | |

| [Part IV](#ia678e56517244f35a982d817720403dc_223) | | | | | | [121](#ia678e56517244f35a982d817720403dc_223) | | |

| Signatures | | | | | | [125](#ia678e56517244f35a982d817720403dc_232) | | |

- our integration plans following our acquisition of MoPub;

- our integration plans and performance expectations for, and the expected timing for the closing of, our acquisition of Wurl;

Report on Form 10-K or to reflect new information or the occurrence of unanticipated events, except as required by law.

Our corporate headquarters is in Palo Alto, California, where we currently lease approximately 72,812 square feet under a lease agreement that expires in [removed: March 2027.][added: May 2028.]

We also lease and license additional facilities in the United States in [removed: Carlsbad,] Palo Alto, San Francisco, [removed: San Jose, and] Santa [removed: Clara,] [added: Monica,] California; Las Vegas, Nevada; Secaucus, New Jersey; [removed: New York, New York; Raleigh, North Carolina;] and Richardson, Texas; and internationally in [removed: San Paulo, Brazil;] Toronto, Canada; Beijing, Hangzhou and Shanghai, China; Limassol, Cyprus; [removed: Prague, Czech Republic;] London, England; Paris, France; Berlin, Germany; Jakarta, Indonesia; Dublin, Ireland; [removed: Herzliya and Tel Aviv,] [added: Herzliya,] Israel; Tokyo, Japan; Seoul, South Korea; Singapore; Madrid, Spain; [added: Bangkok, Thailand;] Istanbul, Turkey; [removed: and] Dubai, United Arab [removed: Emirates.][added: Emirates; and Ho Chi Minh City, Vietnam.]

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

As of December 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 42] [added: 117] stockholders of record of our Class A common stock, 10 stockholders of records of our Class B common stock and no holders of record of our Class C common stock.

The graph below compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the Standard & Poor's 500 Stock Index [removed: (S&P 500)] [added: ("S&P 500")] and the S&P 500 Information Technology Index [removed: (S&P IT)] [added: ("S&P IT")] through December 31, [removed: 2021.][added: 2022.]

Data for the S&P [added: 500] and S&P IT assumes reinvestment of dividends.

[removed: ][added: ]

During the three months ended December 31, [removed: 2021,] [added: 2022,] we issued [removed: 44,539] [added: 61,481] shares of our Class A common stock upon the vesting of RSUs under our 2021 Partner Studio Incentive Plan.

[removed: Use of] [added: Use of] Proceeds

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

During the three months ended December 31, 2022, we issued RSUs covering 36,416 shares of our Class A common stock under our 2021 Partner Studio Incentive Plan.

None.

On April 19, 2021, we completed our initial public offering (IPO), in which we sold 22,500,000 shares of our Class A common stock and KKR Denali Holdings L.P. sold 2,500,000 shares of Class A common stock at a price to the public of $80.00 per share.

We received aggregate net proceeds of $1.75 billion, net of underwriting discounts and commissions of $47.2 million and offering expenses of $7.9 million subject to certain cost reimbursements.

We utilized approximately $400.0 million of the net proceeds from our IPO to repay the entire outstanding amount under our revolving credit facility.

We intend to use the net proceeds we received from our IPO for general corporate purposes, including working capital, operating expenses and capital expenditures.

Additionally, we may use a portion of the net proceeds we received from our IPO to enter into strategic acquisitions and partnerships.

The representatives of the underwriters of our IPO were Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC.

No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy.

There has been no material change in the planned use of the IPO proceeds as described in our final prospectus filed with the SEC on April 15, 2021, pursuant to Rule 424(b) of the Securities Act.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| [removed: [Report of] [added: [Report](#ieb871a0e08aa4e4b92ec102efcf4e558_103)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_103) [of] Independent Registered Public Accounting [removed: Firm](#ia678e56517244f35a982d817720403dc_112)] [added: Firm](#ieb871a0e08aa4e4b92ec102efcf4e558_103)] (PCAOB ID No. 34) | | | [removed: [75](#ia678e56517244f35a982d817720403dc_112)] [added: [69](#ieb871a0e08aa4e4b92ec102efcf4e558_103)] | | |

| [Consolidated Balance [removed: Sheets](#ia678e56517244f35a982d817720403dc_115)] [added: Sheets](#ieb871a0e08aa4e4b92ec102efcf4e558_106)] | | | [removed: [77](#ia678e56517244f35a982d817720403dc_115)] [added: [72](#ieb871a0e08aa4e4b92ec102efcf4e558_106)] | | |

| [Consolidated Statements of [removed: Operations](#ia678e56517244f35a982d817720403dc_118)] [added: Operations](#ieb871a0e08aa4e4b92ec102efcf4e558_109)] | | | [removed: [78](#ia678e56517244f35a982d817720403dc_118)] [added: [73](#ieb871a0e08aa4e4b92ec102efcf4e558_109)] | | |

[removed: | [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income (Loss)](#ia678e56517244f35a982d817720403dc_121) | | | [79](#ia678e56517244f35a982d817720403dc_121) | | |][added: Loss]

[removed: | [Consolidated] [added: Consolidated] Statements of Redeemable Noncontrolling Interest and [removed: Stockholders’](#ia678e56517244f35a982d817720403dc_124) [Equity (](#ia678e56517244f35a982d817720403dc_124)[Deficit](#ia678e56517244f35a982d817720403dc_124)) | | | [80](#ia678e56517244f35a982d817720403dc_124) | | |][added: Stockholders’ Equity (Deficit)]

| [Consolidated Statements of Cash [removed: Flows](#ia678e56517244f35a982d817720403dc_127)] [added: Flows](#ieb871a0e08aa4e4b92ec102efcf4e558_118)] | | | [removed: [83](#ia678e56517244f35a982d817720403dc_127)] [added: [78](#ieb871a0e08aa4e4b92ec102efcf4e558_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia678e56517244f35a982d817720403dc_130)] [added: Statements](#ieb871a0e08aa4e4b92ec102efcf4e558_121)] | | | [removed: [85](#ia678e56517244f35a982d817720403dc_130)] [added: [80](#ieb871a0e08aa4e4b92ec102efcf4e558_121)] | | |

To the [removed: shareholders] [added: stockholders] and the Board of Directors of AppLovin Corporation

We have audited the accompanying consolidated balance sheets of AppLovin Corporation and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: loss,] redeemable noncontrolling interest and [removed: stockholders'] [added: stockholders’] equity (deficit), and cash flows, for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the [removed: "financial statements").][added: “financial statements”).]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with accounting principles generally accepted in the United States of America.

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: 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.

The critical audit matter communicated below is a matter arising from the [removed: current-period] [added: 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.

[removed: Acquisitions – Acquisition] [added: Acquisitions and Dispositions—Acquisitions] of [removed: Adjust – Forecasted Revenue — Refer] [added: MoPub and Wurl—Forecasted Revenue—Refer] to Notes 2 and 6 to the financial statements

The Company allocated the fair value of acquisition consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair [removed: value, including total intangible assets of $240.0 million, which consisted primarily of $155.0 million of customer relationships, $77.0 million of developed technology, and $8.0 million of tradename.][added: value.]

- [removed: Assessed] [added: Evaluated] the reasonableness of forecasted revenue, by comparing it to (1) historical revenue results of the acquired [removed: Adjust business,] [added: MoPub and Wurl businesses,] (2) historical and forecasted revenue of peer companies in industry, and (3) communications with the Board of Directors.

| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |

| Cash and cash equivalents | | | $ | [removed: 1,520,504] [added: 1,080,484] | | | | | $ | [removed: 317,235] [added: 1,520,504] | |

| Restricted cash equivalents | | | [removed: 1,050,000] [added: —] | | | | | | [removed: —] [added: 1,050,000] | | |

| Accounts receivable, net | | | [removed: 514,520] [added: 702,814] | | | | | | [removed: 296,964] [added: 514,520] | | |

| Prepaid expenses and other current assets | | | [removed: 150,040] [added: 155,785] | | | | | | [removed: 48,795] [added: 150,040] | | |

| Total current assets | | | [removed: 3,235,064] [added: 1,939,083] | | | | | | [removed: 662,994] [added: 3,235,064] | | |

| Property and equipment, net | | | [removed: 63,608] [added: 78,543] | | | | | | [removed: 28,587] [added: 63,608] | | |

| Operating lease right-of-use assets | | | [removed: 70,975] [added: 60,379] | | | | | | [removed: 84,336] [added: 70,975] | | |

| Goodwill | | | [removed: 966,427] [added: 1,823,755] | | | | | | [removed: 249,773] [added: 966,427] | | |

| Intangible assets, net | | | [removed: 1,709,347] [added: 1,677,660] | | | | | | [removed: 1,086,332] [added: 1,709,347] | | |

| Other assets | | | [removed: 118,158] [added: 268,426] | | | | | | [removed: 42,571] [added: 118,158] | | |

| Total assets | | | $ | [removed: 6,163,579] [added: 5,847,846] | | | | | $ | [removed: 2,154,593] [added: 6,163,579] | |

| Liabilities, redeemable noncontrolling interest, and stockholders’ [removed: equity (deficit)] [added: equity] | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 258,220] [added: 273,196] | | | | | $ | [removed: 147,275] [added: 258,220] | |

| Accrued liabilities | | | [removed: 133,770] [added: 147,801] | | | | | | [removed: 95,057] [added: 133,770] | | |

| Licensed asset obligation | | | [removed: 17,374] [added: 15,254] | | | | | | [removed: 18,760] [added: 17,374] | | |

| Short-term debt | | | [removed: 25,810] [added: 33,310] | | | | | | [removed: 15,210] [added: 25,810] | | |

| Deferred revenue | | | [removed: 78,930] [added: 64,018] | | | | | | [removed: 86,886] [added: 78,930] | | |

| Operating lease liabilities | | | [removed: 18,392] [added: 14,334] | | | | | | [removed: 22,206] [added: 18,392] | | |

| Deferred acquisition costs, current | | | [removed: 107,601] [added: 31,045] | | | | | | [removed: 212,658] [added: 107,601] | | |

| Total current liabilities | | | [removed: 640,097] [added: 578,958] | | | | | | [removed: 598,052] [added: 640,097] | | |

| Long-term debt | | | [removed: 3,201,834] [added: 3,178,412] | | | | | | [removed: 1,583,990] [added: 3,201,834] | | |

| Operating lease liabilities, non-current | | | [removed: 62,498] [added: 54,153] | | | | | | [removed: 71,755] [added: 62,498] | | |

| Licensed asset obligation, non-current | | | [removed: 8,039] [added: 26,970] | | | | | | [removed: —] [added: 8,039] | | |

| Other non-current liabilities | | | [removed: 112,820] [added: 106,676] | | | | | | [removed: 59,032] [added: 112,820] | | |

| [Consolidated Statements of Comprehensive](#ieb871a0e08aa4e4b92ec102efcf4e558_112) [L](#ieb871a0e08aa4e4b92ec102efcf4e558_112)oss | | | [74](#ieb871a0e08aa4e4b92ec102efcf4e558_112) | | |

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

We have also 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* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

On January 1, 2022, the Company completed the acquisition from Twitter, Inc. of certain assets that comprised of the MoPub business (“MoPub”) for a fair value consideration of $1.03 billion and on April 1, 2022, the Company completed the acquisition of Wurl, Inc. (“Wurl”) for a fair value consideration of $378.2 million.

The Company accounted for both acquisitions as business combinations.

For MoPub, total intangible assets of $397.9 million consisted of $336.0 million of advertiser and publisher relationships, $61.8 million of developed technology, and $0.1 million of tradename.

For Wurl, total intangible assets of $116.2 million consisted of $41.0 million of customer relationships, $60.5 million of developed technology, and $14.7 million of tradename.

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February 28, 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of AppLovin Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of AppLovin Corporation and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in *Internal Control—Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in *Internal Control— Integrated Framework* (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 28, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Wurl, Inc. which was acquired in April 2022, and whose financial statements constitute 7% of total assets and 1% of total revenue of the consolidated financial statement amounts as of and for the year ended December 31, 2022.

Accordingly, our audit did not include the internal control over financial reporting at Wurl, Inc.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

February 28, 2023

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[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| Interest rate swap gain | | | — | | | | | | — | | | | | | 4,165 | | |

| Total comprehensive loss including noncontrolling interest | | | (230,875) | | | | | | (10,720) | | | | | | (121,190) | | |

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

On April 20, 2021, the Company completed the acquisition of adjust GmbH (“Adjust”) for a fair value consideration of $967.8 million.

March 11, 2022

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Consolidated Statements of Comprehensive Income (Loss)

| Interest rate swap gain (loss), net of tax effect of nil, $1.7 million and $0.4 million, respectively | | | — | | | | | | 4,165 | | | | | | (1,511) | | |

| Exercises and vesting of early exercised Class A common stock equity grants | | | — | | | | | | | | | — | | | | | | — | | | | | | 4,326,297 | | | | | | — | | | | | | 29,761 | | | | | | — | | | | | | — | | | | | | 29,761 | | |

| Exercises and vesting of early exercised Class A common stock options | | | — | | | | | | | | | — | | | | | | — | | | | | | 3,559,168 | | | | | | — | | | | | | 2,303 | | | | | | — | | | | | | — | | | | | | 2,303 | | |

| Balance as of December 31, 2018 | | | $ | — | | | | | | | | 109,090,908 | | | | | | $ | 399,589 | | | | | 178,446,087 | | | | | | $ | 5 | | | | | $ | 230,922 | | | | | $ | (2,618) | | | | | $ | (1,006,253) | | | | | $ | (378,355) | |

| Exercises and vesting of early exercised Class A common stock equity grants | | | — | | | | | | | | | — | | | | | | — | | | | | | 6,771,873 | | | | | | 1 | | | | | | 2,939 | | | | | | — | | | | | | — | | | | | | 2,940 | | |

| Repurchase of unvested Class A common stock related to early exercised stock options | | | — | | | | | | | | | — | | | | | | — | | | | | | (8,595) | | | | | | — | | | | | | (11) | | | | | | — | | | | | | — | | | | | | (11) | | |

| Repurchase of Class A common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | (2,775,000) | | | | | | — | | | | | | (9,074) | | | | | | — | | | | | | — | | | | | | (9,074) | | |

| Repurchase of unvested restricted stock awards | | | | | | | | | | | | — | | | | | | — | | | | | | (360,552) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Exercise of warrant | | | — | | | | | | | | | — | | | | | | — | | | | | | 34,816,317 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | |

| Other comprehensive loss, net | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,522) | | | | | | — | | | | | | (1,522) | | |

| Net income | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 119,040 | | | | | | 119,040 | | |

| Balance as of December 31, 2019 | | | $ | — | | | | | | | | 109,090,908 | | | | | | $ | 399,589 | | | | | 220,157,922 | | | | | | $ | 7 | | | | | $ | 235,190 | | | | | $ | (4,140) | | | | | $ | (887,213) | | | | | $ | (256,567) | |

| Net unrealized gains on fair value remeasurement of financial instruments | | | (8,841) | | | | | | (4,180) | | | | | | — | | |

| Net loss (gain) on foreign currency remeasurement | | | (1,734) | | | | | | 2,097 | | | | | | 14 | | |

| Repurchases of common stock from related parties financed by promissory notes | | | $ | — | | | | | $ | — | | | | | $ | 9,074 | |

| Interest expense offset by non-cash financing activities | | | $ | — | | | | | $ | — | | | | | $ | 3,549 | |

1.

Following the effectiveness of the IPO Registration Statement, the Company filed its Amended and Restated Certificate of Incorporation, which became effective immediately prior to the closing of the IPO (the “IPO Certificate”).

*Business Revenue*

The contract is fully cancellable at any time.

*Consumer Revenue*

For a newly launched game that has limited

| Business Revenue—Apps | | | 660,557 | | | | | | 503,867 | | | | | | 397,643 | | |

| Total Business Revenue | | | 1,334,509 | | | | | | 711,152 | | | | | | 595,948 | | |

Derivatives—The Company accounts for derivative instruments at fair value.

Interest rate swaps may qualify as cash flow hedges.

Amounts recorded within accumulated other comprehensive income (loss) are reclassified to earnings in a manner that matches the earnings impact of the hedged interest expense.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

As of December 31, 2021 and 2020, deferred offering costs included in other assets on the Company’s consolidated balance sheets were nil and $3.6 million, respectively.

There are no segment managers who are held accountable by the chief operating decision-maker, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level.

Our management, with the participation and supervision of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under [added: the] Exchange [removed: Act] [added: Act)] as of the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance [removed: level.][added: level as of December 31, 2022.]

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Our management, including our principal executive officer and principal financial officer, do] [added: Management does] not [removed: expect] [added: expect, however,] that our disclosure controls and procedures or our internal control over financial reporting will prevent [added: or detect] all [removed: errors] [added: error] and [removed: all] fraud.

[removed: A] [added: Any] control system, no matter how well designed and operated, [added: is based upon certain assumptions, and] can provide only reasonable, not absolute, assurance that [removed: the] [added: its] objectives [removed: of the control system are] [added: will be] met.

[removed: Because of the inherent limitations in all control systems,] [added: Further,] no evaluation of controls can provide absolute assurance that [added: misstatements due to error or fraud will not occur or that] all control issues and instances of fraud, if any, [added: within our company] have been detected.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our management, under the supervision of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

On April 1, 2022, the Company completed the acquisition of Wurl, Inc. (“Wurl”), as further described in Note 6, Acquisitions, Business Combinations.

Wurl’s financial statements represent approximately 7% and 1%, respectively, of the Company's consolidated total assets and total revenue amounts as of and for the year ended December 31, 2022.

As of December 31, 2022, we are in the process of evaluating the internal control over financial reporting of the acquired business and integrating it into our existing operations.

As permitted by the SEC, management has elected to exclude Wurl from its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2022.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.

Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their desired objectives.

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm as permitted in this transition period under the rules of the SEC for newly public companies.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

The information required by this item is incorporated by reference to the definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, [removed: 2021] [added: 2022] (the “Proxy Statement”).

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(1) Consolidated Financial Statements: [removed: Our] [added: the Company's] consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this report.

| 3.3 | | | [Amended and Restated Bylaws of the [removed: registrant](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex34.htm)] [added: registrant](https://www.sec.gov/Archives/edgar/data/1751008/000119312523025745/d418475dex31.htm).] | | | [removed: S-1/A] [added: 8-K] | | | | | | [removed: 333-253800] [added: 001-40325] | | | | | | [removed: 3.4] [added: 3.1] | | | | | | [removed: March 22, 2021] [added: February 6, 2023] | | |

| 4.4 | | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1751008/000175100822000005/exhibit442021123110k.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit442022123110k.htm).] | | | | | | | | | | | | | | | | | | | | | | | |

| 10.6 | | | [removed: [AppLovin] [added: [Amended and Restated AppLovin] Corporation 2021 Partner Studio Incentive Plan and related form [removed: agreements.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex106.htm)] [added: agreements](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit1062022123110k.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit1062022123110k.htm)] | | | [removed: S-1/A] | | | | | | [removed: 333-253800] | | | | | | [removed: 10.6] | | | | | | [removed: March 22, 2021] | | |

| [removed: 10.18] [added: 10.18+] | | | [removed: [Exchange] [added: [Equity Exchange] Agreement between the registrant and [removed: each of Adam Foroughi,] Herald Chen, [removed: KKR Denali Holdings L.P., and certain related entities,] dated March 16, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1017.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1018.htm)] | | | S-1/A | | | | | | 333-253800 | | | | | | [removed: 10.17] [added: 10.18] | | | | | | March 22, 2021 | | |

| [removed: 10.19+] [added: 10.19] | | | [removed: [Equity Exchange] [added: [Director Nominations] Agreement between the registrant and [removed: Herald Chen,] [added: KKR Denali Holdings L.P.,] dated March 16, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1018.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1019.htm)] | | | S-1/A | | | | | | 333-253800 | | | | | | [removed: 10.18] [added: 10.19] | | | | | | March 22, 2021 | | |

| 21.1 | | | [List of subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/1751008/000175100822000005/exhibit2112021123110k.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit2112022123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1751008/000175100822000005/exhibit2312021123110k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit2312022123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100822000005/exhibit3112021123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit3112022123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100822000005/exhibit3122021123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit3122022123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100822000005/exhibit3212021123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit3212022123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive [removed: Income (Loss),] [added: Loss,] (iv) Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ [removed: Deficit,] [added: Equity (Deficit),] (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | | | | |

†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 [added: 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.]

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.20 | | | [Director Nominations Agreement between the registrant and KKR Denali Holdings L.P., dated March 16, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1019.htm) | | | S-1/A | | | | | | 333-253800 | | | | | | 10.19 | | | | | | March 22, 2021 | | |

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.

| Date: [removed: March 11, 2022] [added: February 28, 2023] | | | APPLOVIN CORPORATION | | | | | |

| [removed: Signature] [added: Signature] | | | | | | Title | | | | | | Date | | |

| Adam Foroughi | | | | | | Chief Executive Officer and Chairperson *(Principal Executive Officer)* | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| Herald Chen | | | | | | Chief Financial Officer, President, and Director *(Principal Financial [added: Officer and Principal Accounting] Officer)* | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| /s/ Craig Billings | | | | | | Director | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| /s/ Margaret Georgiadis | | | | | | Director | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| Alyssa Harvey Dawson | | | | | | Director | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| Edward Oberwager | | | | | | Director | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| Asha Sharma | | | | | | Director | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

| Eduardo Vivas | | | | | | Director | | | | | | [removed: March 11, 2022] [added: February 28, 2023] | | |

[Table](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [of](#ieb871a0e08aa4e4b92ec102efcf4e558_7) [Content](#ieb871a0e08aa4e4b92ec102efcf4e558_7)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_7)

| /s/ Elena Arutunian | | | | | | | | | | | | | | |

| Elena Arutunian | | | | | | Chief Accounting Officer *(Principal Accounting Officer)* | | | | | | March 11, 2022 | | |

| Signature | | | | | | Title | | | | | | Date | | |