AppLovin (APP) 10-K risk factor changes: FY2023 vs FY2022

*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 [removed: Operations,”] [added: Operations”] and our consolidated financial statements and the related notes, [removed: included elsewhere in this Annual Report on Form 10-K] before making a decision to invest in our Class A common stock.

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

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

- risks related to the expansion and diversification of our operations, [added: in the United States and globally, and] possibly through future strategic acquisitions and partnerships;

- our ability to realize the value of our [removed: ongoing strategic review of our] Apps portfolio;

- our ability to increase in-app [removed: purchases,] [added: purchases ("IAPs"),] respond to changes with respect to [removed: in-app purchases,] [added: IAPs,] and manage the economies in our AppLovin Apps;

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

- changes in laws and regulations concerning privacy, information security, data protection, consumer protection, [added: AI,] advertising, tracking, targeting, and protection of minors;

- expenses related to legal or regulatory proceedings and [removed: settlements;][added: settlements or laws and regulations affecting public companies;]

- changes to our [removed: Core Technologies,] Software Platform, Apps, or other offerings, or the development and introduction of new software or development of new mobile apps by our studios or our competitors;

- 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 ("IDFA"), which helps advertisers assess the [removed: effectiveness of their advertising efforts, and with respect to transparency regarding data processing;]

- [added: the success of] our [removed: ongoing] strategic review of our Apps portfolio;

- costs and expenses related to the strategic acquisitions and partnerships, including costs related to integrating mobile gaming studios or other companies that we acquire, as well as costs and expenses related to the development of our [removed: Core Technologies,] Software [removed: Platform,] [added: Platform] or Apps;

- changes in the legislative or regulatory environment, including with respect to [removed: privacy and] [added: privacy,] data protection, [added: and AI] or actions by governments or regulators, including fines, orders, or consent decrees;

- changes in regional or global business or macroeconomic conditions, including as a result of [added: uncertainty in] the [removed: COVID-19 pandemic,] [added: global banking and financial services markets, political uncertainty and international conflicts around the world,] inflation, and [removed: rising] [added: high] interest rates, which may impact the other factors described above.

In particular, it is difficult to predict if, when, or how [removed: quickly] newly-launched software may begin to generate revenue or decline in popularity.

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

A significant portion of our revenue is Software Platform Revenue and In-App Advertising [removed: (IAA)] [added: ("IAA")] Revenue from our Apps.

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

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

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

- our ability to recruit, train, and retain personnel to support continued growth of our [removed: Core Technologies and] Software Platform;

- 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 [added: in or 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 "GDPR"), ePrivacy Directive, the California Consumer Privacy [added: Act (the "CCPA") as amended by the California Privacy] Rights Act (the [removed: "CPRA"),] [added: "CPRA")] and [added: similar U.S. privacy laws in other states, and] the Children’s Online Privacy Protection Act (the "COPPA");

- the impact of macroeconomic conditions, [removed: including the impact of the COVID-19 pandemic and responses thereto,] inflation, [removed: rising] [added: high] interest rates, [added: uncertainty in] the [removed: war] [added: global banking and financial services markets, political uncertainty and international conflicts around the world, such as] in [removed: Ukraine,] [added: Ukraine] and [added: the Middle East, as well as, friction between the United States and China, and responses thereto, and] seasonality, whether in the advertising industry in general, or among specific types of advertisers or within particular geographies.

The [added: advertising and] mobile app [removed: ecosystem is] [added: ecosystems are] prone to cyberattacks by third parties seeking unauthorized access to our data or the data of our clients or users or to disrupt our ability to provide service.

Our [removed: 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 clients or other third parties.

We also store and implement measures designed to secure the source code for our [removed: Core Technologies,] Software Platform and Apps as they are created.

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 clients or other third parties, that is stored or otherwise processed in our business could result in the unauthorized loss, modification, disclosure, destruction, or other misuse of such data, or unavailability of data or of our [removed: Core Technologies,] Software Platform, Apps, or other offerings.

[removed: In] particular, a breach or incident, whether physical, electronic, or otherwise, impacting systems on which source code or other sensitive data are stored could lead to loss, disruption, unavailability, or piracy of, or damage to, our offerings, lost or reduced ability to protect our intellectual property, and diminished competitive position.

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

Any actual or attempted breaches, incidents, or attacks may cause disruptions or interruptions to our [removed: Core Technologies,] Software Platform, Apps, or other offerings, degrade the user experience, impair, disrupt, or interrupt our internal systems and other systems and networks used in our business, or adversely affect our reputation, business, financial condition, and results of operations.

Our efforts to protect our data, user data, and information from clients, partners, and other third parties, and to disable or otherwise respond to undesirable activities on our [removed: Core Technologies,] Software Platform, Apps, or other offerings, may also be unsuccessful due to software bugs or other technical defects, errors, or malfunctions; employee, contractor, vendor, or partner error or malfeasance, including defects or vulnerabilities in information technology systems or offerings; cyberattacks, attacks designed to disrupt systems or facilities, or breaches of physical security of our facilities or technical infrastructure; or other threats that evolve.

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 [removed: 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 [removed: measures,] [added: measures] and [added: other costs relating to the incident, and] we may face claims, demands, 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.

Although we have developed systems and processes that are designed to protect our data, user data, and information from our partners; to prevent data loss, disable undesirable accounts and activities on our [removed: Core Technologies,] Software Platform or Apps; and to prevent and detect security breaches; we cannot assure you that such measures will provide comprehensive security, that we [added: have been or] will be able to identify breaches or other incidents or to react to them in a timely manner or that our remediation efforts will be successful.

Further, in connection with [added: international conflicts around] the [removed: war] [added: world, such as] in [removed: Ukraine,] [added: Ukraine and the Middle East,] there may be a heightened risk of potential cyberattacks by state actors or others.

Additionally, our [removed: Core Technologies,] Software [removed: Platform,] [added: Platform] and other offerings operate in conjunction with, and we are in some cases dependent upon, third-party products, services, and components.

We may not discover all such incidents or activity, [added: in connection with such efforts or otherwise,] whether [removed: as a result of] [added: owing to] our data limitations, the scale of activity on our [removed: Core Technologies and] Software Platform, challenges related to our personnel working remotely, the re-allocation of resources to other [removed: projects, or other factors, and we may be notified of such incidents or activity by users, the media, or other third parties.]

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

Affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, which has occurred in the past and which could cause us to incur significant expense and liability, distract management and technical personnel, and result in orders or consent decrees forcing us to modify our business [removed: practices.][added: practices and to pay fines or penalties.]

- the impact of macroeconomic conditions and the geopolitical climate;

- risks related to our international operations;

- risks related to not having long-term agreements with our clients;

- AppLovin apps not meeting user expectations;

- our reliance on third parties complying with their obligations;

- the development and use of AI in our offerings and business;

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- our ability to realize tax savings from our international structure;

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effectiveness of their advertising efforts, and with respect to transparency regarding data processing;

In

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Further, we utilize AI technologies in our Software Platform and Apps and may expand such use in the future.

Our use of AI technologies, and the use of AI technologies in third-party products and services, may create additional cybersecurity risks or increase cybersecurity risks, including risks of security breaches and incidents, and related liability and harm to our reputation.

Further, AI technologies may be used in connection with certain cybersecurity attacks, resulting in heightened risks of security breaches and incidents.

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projects, or other factors, and we may be notified of such incidents or activity by users, the media, or other third parties.

Apple incorporated new SDK privacy controls into iOS 17, which was released in September 2023, including privacy manifests and signatures designed to allow app developers to outline the data practices for SDKs embedded in their apps, manage tracking domains within SDKs, and curb device fingerprinting by requiring app developers to select allowed reasons for using data received through certain APIs.

Apple indicated that it expects privacy manifests and signatures to become part of the App Store review in Spring 2024.

In January 2024, Google commenced rolling out a Chrome feature called Tracking Protection, that limits cross-site tracking by restricting website access to third-party cookies by default.

Additionally, in January 2024, Google started to roll out new CMP requirements for ads served in

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the EEA and UK, which require publishers using Google AdSense, Ad Manager, or AdMob to use a CMPs certified by Google and integrated with the IAB's Transparency and Consent Framework when serving ads to users in the EEA or the UK.

According to Google, if publishers do not adopt a Google-certified CMP, only limited ads will be eligible to serve in the EEA and UK.

To adapt to these changes, we released the MAX SDK version 12.0.0.

to support integration with Google's CMP solution.

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Changes in pricing or the terms on which developers engage with companies in the mobile app ecosystem, such as

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the pricing changes announced by Unity Software in September 2023, could negatively impact our studios and the mobile app ecosystem generally.

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management and financial resources.

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when disposable income or consumer lending is lower.

The impact of the international conflict between Russia and Ukraine and in the Middle East will likely result in our continuing to incur costs to support our partner studio and employees and address related challenges.

Further, we have operations in China and the continuing tension between the U.S. and China may impact our business and results of operations in the future.

The U.S. government has restricted the ability to send certain products and technology to China without an export license.

In many cases, these licenses are subject to a policy of denial and will not be issued.

While our current products are not restricted by these controls, such controls or future restrictions could impact our business in the future.

It also is possible that the Chinese government will retaliate in ways that could impact our business.

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

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

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

- changes with the London Interbank Offered Rate;

- the effect our multi-class structure may have on the market price of our Class A common stock;

We have a limited operating history, especially with respect to our AppLovin Apps, which makes it difficult to evaluate our current business and future performance and the risks we may encounter.

Our limited operating history, especially with respect to our AppLovin Apps, which we launched in 2018, may make it difficult to evaluate our current business and our future performance.

We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, such as the mobile app ecosystem, including our ability to:

- accurately forecast our revenue and plan our operating expenses;

- attract new and retain existing clients using AppLovin Software Platform and users of our Apps;

- successfully compete with current and future competitors, some of whom are also our clients;

- successfully expand our business in existing markets and enter new markets and geographies;

- successfully execute strategic acquisitions and partnerships;

- develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and services;

- comply with existing and new laws and regulations applicable to our business;

- anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

- establish and maintain our brand and reputation;

- adapt to rapidly evolving trends in the ways businesses and consumers interact with technology;

- effectively manage our rapid growth;

- avoid interruptions or disruptions in our AppLovin Core Technologies, Software Platform, or Apps; and

- hire, integrate, and retain key personnel.

Further, because we have limited historical financial data, including limited data regarding the integration of our strategic acquisitions and partnerships, and operate in a rapidly evolving market, any financial planning and forecasting, including predictions about our future revenue and expenses, may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market.

If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations.

If we fail to address the risks and uncertainties that we face, including those described elsewhere in this “Risk Factors” section, our business, financial condition, and results of operations could be adversely affected.

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, 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.

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

There can be no assurance that the ongoing portfolio review will result in any particular action or that a transaction will be consummated, nor can there be any assurance regarding the timing of any action or transaction.

To date, these data privacy changes have had some impact on the discoverability of apps across these platforms, though they have had a relatively muted aggregate impact on our overall results of operations.

- the diversion of senior management attention;

The COVID-19 pandemic and global responses thereto have caused economic disruption and altered our business practices, and may continue to harm our business.

The COVID-19 pandemic and resulting social distancing and shelter-in-place orders put in place around the world caused widespread disruption in global economies, productivity, and financial markets and altered the way in which we conduct our day-to-day business.

The global economy has experienced, and may continue to experience, significant volatility as a result of COVID-19 pandemic and actions taken in response thereto.

A weakened global economy has negatively impacted and may continue to negatively impact our business partners as well as our users’ in-app purchasing decisions and users’ buying decisions across the globe generally, which could adversely affect advertiser activity.

We may experience heightened levels of variability in the pricing of advertising both in terms of user acquisition and as it relates to our Software Platform and Apps.

If these conditions result in significant decreased pricing of advertising, the revenue we make from our Software Platform and advertisers paying to display advertisements in our Apps could be adversely affected, particularly if the levels of user engagement in our Apps are not sufficient to offset these declines, and we may experience increased pressure on our overall margins.

If we are not able to respond to and manage the direct and indirect impact of the COVID-19 pandemic on our business, then our business, financial condition, and results of operations could be adversely affected.

We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that alter our business operations.

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

Since our founding in 2011, we have been focused on building a software-based platform for [removed: mobile app developers] [added: advertisers] to improve the [removed: marketing and monetization of their apps.]

Our founders, who [removed: are] [added: were] mobile app developers themselves, quickly realized the real impediment to success and growth in the [removed: mobile app] [added: advertising] ecosystem was a discovery and monetization problem—breaking through the congested app stores to efficiently find users and successfully grow their business.

Their first-hand experience with these [removed: developer] challenges led to the development of our infrastructure and [removed: software—AppLovin Core Technologies and AppLovin] Software Platform.

We capitalized on our success and understanding of the mobile app ecosystem by [removed: launching AppLovin Apps] [added: entering into the mobile game apps industry] in 2018.

Our [removed: Apps now consist of a globally] [added: global] diversified portfolio of [added: apps now consist of] over [removed: 350] [added: 200] free-to-play mobile games across five genres, run by eleven studios.

For [removed: 2021,] [added: 2023,] our revenue grew [removed: 92%] [added: 17%] year-over-year from [removed: 2020,] [added: 2022,] from [removed: $1.45] [added: $2.82] billion in [removed: 2020] [added: 2022] to [removed: $2.79] [added: $3.28] billion in [removed: 2021.][added: 2023.]

We generated [removed: a] net [removed: loss] [added: income] of [removed: $192.9] [added: $356.7] million in [removed: 2022,] [added: 2023,] net [removed: income] [added: loss] of [removed: $35.3] [added: $192.9] million in [removed: 2021,] [added: 2022,] and [removed: a] net [removed: loss] [added: income] of [removed: $125.9] [added: $35.3] million in [removed: 2020.][added: 2021.]

We generated Adjusted EBITDA of [added: $1.5 billion,] $1.1 billion, [removed: $726.8 million,] and [removed: $345.5] [added: $726.8] million in [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Additionally, we have generated strong cash flows, with net cash provided by operating activities of [added: $1.1 billion,] $412.8 million, [removed: $361.9 million,] and [removed: $222.9] [added: $361.9] million in [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively.

See the section titled [removed: “—Non-GAAP] [added: “Non-GAAP] Financial Measures” for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP.

In February 2022, our board of directors authorized a share repurchase program to repurchase $750.0 million of our Class A common [removed: stock over time.][added: stock, which was increased by $296.0 million in May 2023, $447.6 million in August 2023, and $1.25 billion in February 2024.]

[removed: In 2022,] [added: During the twelve months ended December 31, 2023,] Software Platform Revenue represented [removed: 37%] [added: 56%] of total revenue and Apps Revenue represented [removed: 63%] [added: 44%] of total revenue.

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

[removed: Previously] [added: Prior to the second quarter of 2022,] we had a single operating and reportable segment.

[removed: The CODM] [added: Our CODM, the Chief Executive Officer,] 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 [removed: the Company's] [added: our] consolidated financial statements.

We primarily generate Software Platform Revenue from fees paid by [removed: mobile app] advertisers who use our Software Platform to grow and monetize their [removed: apps.][added: content.]

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

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

[removed: We now refer to our] Apps [removed: "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 [removed: ("In-App Advertising" or "IAA").][added: ("IAA").]

IAP Revenue represented [removed: 67%] [added: 69%] of total Apps Revenue for the twelve months ended December 31, [removed: 2022.][added: 2023.]

During the twelve months ended December 31, [removed: 2022,] [added: 2023,] we had an average of [removed: 2.3] [added: 1.8] million Monthly Active Payers ("MAPs") across our portfolio of Apps.

Over that period, we had an Average Revenue Per Monthly Active Payer ("ARPMAP") of [removed: $43.][added: $46.]

IAA clients that purchase advertising inventory from our Apps are able to target highly relevant users from our diverse and global portfolio of over [removed: 350] [added: 200] mobile games.

IAA Revenue represented [removed: 33%] [added: 31%] of total Apps Revenue for the twelve months ended December 31, [removed: 2022.][added: 2023.]

[removed: Prior period revenue is measured as revenue for] [added: For] the twelve months ended December 31, [removed: 2021 from] [added: 2023,] our Software Platform [removed: Enterprise Clients as] [added: Revenue increased by $792.6 million, or 76%, from the prior year period primarily due to publisher bonuses] of [removed: December 31, 2021.][added: $209.6 million accounted for as a reduction to revenue in the prior year period.]

The following table shows our [removed: SPEC] [added: Monthly Active Payers] and [added: Average] Revenue [removed: per SPEC as of] [added: Per Monthly Active Payer for the years ended] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

[removed: | | | | Twelve] [added: *Twelve] Months [removed: Ended | | | | | | | | | | | | | | |][added: Ended December 31, 2023 Compared to Twelve Months Ended December 31, 2022*]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

We do not recognize [removed: revenue] [added: Software Platform Revenue] from [removed: our own spend on] [added: transactions with] our [removed: Software Platform.][added: studios.]

[removed: The following table shows our TSTV] [added: Comparison of Our Results of Operations] for the [removed: years ended] [added: Twelve Months Ended] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021]

We estimate that our counted MAPs generated approximately [removed: 98%] [added: 99%] of our IAP Revenue during the year ended December 31, [removed: 2022,] [added: 2023,] and as such, management believes that MAPs [removed: are] [added: is] still a useful metric to measure the engagement and monetization potential of our games.

| Monthly Active Payers (millions) | | | [removed: 2.3] [added: 1.8] | | | | | | [removed: 3.0] [added: 2.3] | | | | | | [removed: 1.5] [added: 3.0] | | |

| Average Revenue Per Monthly Active Payer | | | $ | [removed: 43] [added: 46] | | | | | $ | 43 | | | | | $ | [removed: 41] [added: 43] | |

The numbers that we use to calculate [removed: TSTV, MAP,] [added: MAPs] and ARPMAP are based on internal data.

Non-GAAP Financial [removed: Metrics][added: Measures]

We define Adjusted EBITDA for a particular period as net income (loss) before interest expense and loss on settlement of debt, other [removed: (income) expense,] [added: income (expense),] net (excluding certain recurring items), provision for (benefit from) income taxes, amortization, depreciation and write-offs and as further adjusted for stock-based compensation expense, acquisition-related expense and transaction bonus, publisher bonuses, MoPub acquisition transition services, restructuring costs, impairment and loss [removed: on disposal, loss (gain) on extinguishments] [added: in connection with the sale] of [removed: acquisition related contingent consideration,] [added: long-lived assets,] non-operating foreign exchange (gain) losses, [removed: lease modification] and [removed: abandonment of leasehold improvements, and] change in the fair value of contingent consideration.

[removed: We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of] our [removed: overall assessment of our performance, including the preparation of our] annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with our board of directors concerning our financial performance.

The following table provides our Adjusted EBITDA and Adjusted EBITDA margin for [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] and a reconciliation of net income (loss) to Adjusted EBITDA:

| Net income (loss) | | | $ | [removed: (192,947)] [added: 356,711] | | | | | $ | [removed: 35,338] [added: (192,947)] | | | | | $ | [removed: (125,934)] [added: 35,338] | |

Our mission is to create meaningful connections between companies and their ideal customers.

We provide end-to-end software and AI-powered solutions for businesses to reach, monetize and grow their global audience.

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marketing and monetization of their content.

As of December 31, 2023, we had repurchased $1,153.6 million of our class A common stock.

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We use Adjusted EBITDA and Adjusted EBITDA margin in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of

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While we were not focused on acquisitions in 2023, we continue to explore strategic partnership opportunities related to our Software Platform, and the expansion of the markets it serves.

In light of the IDFA and transparency changes, we made changes to our data collection practices.

Apple incorporated new SDK privacy controls into iOS 17, which was released in September 2023, including privacy manifests and signatures designed to allow app developers to outline the data practices for SDKs embedded in their apps, manage tracking domains within SDKs, and curb device fingerprinting by requiring app developers to select allowed reasons for using data received through certain APIs.

In May 2023, Google announced new consent management platform ("CMP") requirements for ads served in the European Economic Area ("EEA") and UK, which will require, starting in January 2024, publishers using Google AdSense, Ad Manager, or AdMob to use a CMP that has been certified by Google and has integrated with the Interactive Advertising Bureau's ("IAB") Transparency and Consent Framework when serving ads to users in the EEA or the UK.

Revenue from other services under Software Platform was not material.

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purchase advertising inventory from our diverse portfolio of Apps.

We expect sales and marketing expenses to fluctuate period-over-period as we launch new games.

*Other income (expense), net.* Other income (expense), net, primarily includes interest earned on our cash and cash equivalents, fair value adjustments relating to our non-marketable equity securities, and foreign currency gains and losses.

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| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Provision for (benefit from) income taxes | | | 23,859 | | | | | | (12,230) | | | | | | 10,973 | | |

| Net income (loss) | | | $ | 356,711 | | | | | $ | (192,947) | | | | | $ | 35,338 | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

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| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | |

The increase in Software Platform revenue was also due to improved AppDiscovery performance, where installations increased 17% and net revenue per installation increased 35% compared to the prior year period.

Our IAA Revenue from Apps decreased $71.8 million, or 11%, compared to the prior year period, due to a 16% decrease

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in price per advertising impression, partially offset by a 7% increase in the volume of advertising impressions.

We do not recognize IAA Revenue from transactions with our studios.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

Cost of revenue in 2023 decreased by $196.9 million, or 16%, compared to 2022.

| | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | 2022 to 2023 % change | | | | | | 2021 to 2022 % change | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

Sales and marketing expenses in 2023 decreased by $88.8 million, or 10%, compared to 2022 primarily due to a $126.5 million decrease in user acquisition costs and a $12.3 million decrease in professional services costs associated with the strategic review and optimization of our Apps segment, offset by a $47.5 million increase in personnel-related expense primarily due to an increase in stock-based compensation.

| | | | Years Ended December 31, | | | | | | | | | | | | | | | | | | 2022 to 2023 % change | | | | | | 2021 to 2022 % change | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | | | |

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

Our full stack software solution provides advanced tools for mobile app developers to grow their businesses by automating and optimizing the marketing and monetization of their apps.

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.

While we have thousands of clients as of December 31, 2022, the vast majority of our revenue is derived from our Software Platform Enterprise Clients.

See “Key Metrics” below for additional information on how we calculate Software Platform Enterprise Clients.

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Our Software Platform Enterprise Clients had a Net Dollar-Based Retention Rate of approximately 134% for the twelve months ended December 31, 2022.1

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.

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

Current period revenue is revenue for the twelve months ended December 31, 2022 from our Software Platform Enterprise Clients as of December 31, 2021.

Update to our Key Metrics

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.

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

SPECs generate the vast majority of our Software Platform Revenue and Software Platform Revenue growth.

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

Revenue per SPEC shows how efficiently we are monetizing each SPEC.

We expect to increase Revenue per SPEC over time as we enhance our Software Platform and Apps.

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

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

| | | | December 31, | | | | | | | | | | | | | | |

| SPEC (trailing twelve months) | | | 566 | | | | | | 380 | | | | | | 142 | | |

| Revenue per SPEC (trailing twelve months) (in thousands) | | | $ | 1,907 | | | | | $ | 1,634 | | | | | $ | 1,404 | |

Total Software Transaction Value ("TSTV"). Software Platform Revenue is from third-party clients using our Software Platform to find new customers.

Therefore, we use TSTV to measure the scale and growth rates of our Software Platform as it reflects the total value on our Software Platform including our first-party studios as though they were stand-alone businesses.

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

| Total Software Transaction Value (in thousands) | | | $ | 1,222,160 | | | | | $ | 982,248 | | | | | $ | 295,698 | |

The following table shows our Monthly Active Payers and Average Revenue Per Monthly Active Payer for the years ended December 31, 2022, 2021 and 2020.

| Loss on extinguishments of acquisition related contingent consideration | | | — | | | | | | — | | | | | | 74,820 | | |

| Lease modification and abandonment of leasehold improvements | | | — | | | | | | — | | | | | | 7,851 | | |

In 2022, 2021 and 2020, our net income (loss) and Adjusted EBITDA included $0.8 million, $1.8 million and $62.0 million, related to the fair value adjustment of the deferred revenue balance assumed as a result of the acquisitions of Adjust in 2021 and Machine Zone in 2020.

Review of our AppLovin Apps portfolio

Over the past several years, our Apps have been critical in providing first-party data and audiences for our Software Platform to enable us to test, design, and scale our technologies.

Given the recent development of our technology, the current scale of our Software Platform, and the reach of our MAX solution, we believe we can reduce our reliance on the data from our Apps.

Therefore, we are continuing our strategic review and optimization of our Apps portfolio and its cost structure, focusing on how best to optimize each 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 revenue and MAPs.

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

As of December 31, [removed: 2022,] [added: 2023,] we had unrestricted cash and cash equivalents of [removed: $1.08 billion.][added: $502.2 million.]

We [removed: have] [added: historically] entered, and in the future may enter, into interest rate swaps to manage interest rate risk on a [removed: whole, or a] portion, [added: or all] of our outstanding debt.

As of December 31, 2023, we had a total outstanding debt of $3.2 billion, consisting of two term loans and a revolving credit loan.

Both the term loans and the revolving credit loan carry a floating rate and are recorded at amortized cost.

Therefore, fluctuations in interest rates will impact our consolidated financial statements.

A hypothetical 100 basis point increase or decrease in interest rates would increase or decrease the amount of interest paid in 2023 by approximately $32.0 million.

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As of December 31, 2022, we had a debt balance of $3.25 billion.

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.

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

AppLovin is critical to the success of [removed: mobile app developers, in particular mobile game developers, solving key] [added: advertisers seeking to solve] marketing and monetization challenges.

Through our technologies and scaled distribution, [removed: developers] [added: advertisers] are able to [added: better place content so that it is discovered by the right audience,] manage, optimize, and analyze their marketing investments, and improve the monetization of their [removed: apps.][added: content.]

AppDiscovery is powered by [removed: AXON] [added: AXON, our AI-powered advertising engine,] and [removed: provides the technology to match] [added: matches] advertiser demand with publisher supply through auctions at vast scale and [removed: microsecond- level] [added: at microsecond-level] speeds.

[removed: -] Adjust [removed: is our SaaS mobile marketing platform which] allows [added: clients to better understand their users’ journey while allowing] marketers to make smarter decisions through measurement, attribution, and fraud prevention.

- MAX [removed: utilizes] [added: is our monetization solution, utilizing] an advanced in-app bidding technology that optimizes the value of a [removed: developer’s] [added: publisher’s] advertising inventory by running a real-time competitive auction, driving more competition, and higher returns for publishers.

[removed: -] Wurl is [removed: a] [added: our] connected TV [removed: (CTV)] [added: ("CTV")] platform which [removed: primarily] distributes streaming video for content [removed: companies, as well as] [added: companies and] provides [added: advertising and publishing] solutions to maximize advertising [removed: revenue] [added: revenue, grow their CTV viewership,] and [removed: attract consumers.][added: strengthen their brand value.]

[removed: Today, our] [added: Our] Apps consist of a globally diversified portfolio of over [removed: 350] [added: 200] free-to-play mobile games across five genres, run by eleven [removed: studios including studios that] [added: studios, some of which] we own [removed: (Owned Studios)] and others that we partner [removed: with (Partner Studios).][added: with.]

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

We generate our revenue from our Software Platform and [added: our] Apps.

As more [removed: developers] [added: advertisers] use our Software Platform to market and monetize their [removed: mobile apps,] [added: content,] we gain access to more [added: data regarding] users and [removed: more] user [removed: engagement] [added: engagement1,] further strengthening our scaled distribution.

As our distribution grows, we gain better insights for our [removed: App Graph and] AXON recommendation engine, which then further enhances our Software Platform.

These segments align with how our [removed: chief operating decision maker] [added: Chief Operating Decision Maker ("CODM")] allocates [removed: resources] [added: resources, makes operating decisions,] and [added: manages and] assesses [added: the] performance of our business.

[removed: The] [added: For the] amount of revenue derived from our two segments and other relevant data for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021, as well as other additional information, see Note 14 of our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.]

[removed: ][added: ]

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

[removed: - MAX] [added: MAX] is our in-app bidding software that optimizes the value of [removed: an app’s] [added: publishers'] advertising inventory by running a [added: single unbiased,] real-time competitive auction, driving more competition and higher returns for publishers.

Many developers [removed: that] [added: who] integrate MAX have experienced a measurable increase in their average revenue per daily active user [added: ("ARPDAU")] over traditional monetization tools and save countless hours because they are able to automate manual monetization work through its advanced feature set.

- [removed: Wurl] [added: Wurl] is [removed: a] [added: our] connected TV [removed: (CTV)] [added: ("CTV")] platform [removed: which primarily] [added: that both] distributes streaming video for content [removed: companies, as well as] [added: companies and] provides [removed: solutions to maximize] [added: advanced] advertising [removed: revenue] and [added: publishing solutions to] attract [removed: consumers.][added: viewers and maximize revenue.]

[removed: Our] [added: Today, our] Apps consist of a globally diversified portfolio of over [removed: 350] [added: 200] free-to-play mobile games [added: across five genres,] run by eleven studios [added: located worldwide] with a deep bench of talented developers.

[removed: Our Owned Studios and Partner Studios] [added: The studios operating our portfolio of Apps] utilize our Software Platform to [removed: market] [added: market, scale,] and monetize our Apps.

- Reach and attract users at [removed: scale.] [added: scale:] Our Software Platform reaches [removed: millions of] [added: approximately 1.4 billion] users per day, enabling developers to target and find the right users for their [removed: apps] [added: content] worldwide.

[removed: Developers] [added: Advertisers] are able to set their user acquisition and revenue goals to target the most relevant, highest value users.

- Maximize monetization of [removed: engagement. Developers] [added: engagement: Advertisers] use our Software Platform to generate incremental revenue by maximizing the monetization of their [removed: mobile app] ad inventory.

Our tools operate at [removed: nearly instantaneous] [added: microsecond-level] speeds and at vast scale to enhance monetization for developers while preserving the end user experience.

- Leverage proprietary data and [removed: insights. Developers] [added: insights: Advertisers] benefit from accessing comprehensive real-time insights through our customized user dashboards, helping them optimize campaigns, improve user engagement, and manage their return on investment.

- Automate time consuming and manual [removed: processes.] [added: processes:] Our Software Platform automates marketing and monetization, allowing [removed: developers] [added: advertisers] to focus on improving their [removed: apps] [added: content] rather than managing complex go-to-market processes manually.

- Seamlessly adapt to industry [removed: innovation.] [added: innovation:] Our [removed: cloud-based Core Technologies and] Software Platform [removed: are] [added: is] continuously updated as the [removed: mobile app] [added: advertising] ecosystem evolves.

[removed: Developers] [added: Advertisers] on our Software Platform benefit from this ongoing advancement and [removed: optimization,] [added: optimization] and are able to rapidly adapt to industry changes in marketing and monetization without losing focus on [removed: mobile app] [added: content] creation.

We have a comprehensive strategy to continue our growth and further enhance our market position in the [removed: mobile app ecosystem.][added: advertising ecosystem:]

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

- Enhance and extend [removed: machine-learning platform technologies.] [added: AI-based technologies:] As we increase our scale and reach, we benefit from compounding improvements to [added: AXON,] our [removed: AXON machine-learning recommendation] [added: AI-powered advertising] engine, which in turn improves the efficacy and growth of our Software Platform solutions.

- New market [removed: extensions.] [added: expansion:] We [removed: believe] [added: are confident] our technology and expertise are applicable to other market segments and geographies [removed: that] we do not currently [removed: address:][added: address, including:]

[removed: ◦Expand into other] [added: - Non-gaming] mobile app segments and [removed: industries. Our] [added: industries: One of our] long-term [removed: objective] [added: objectives] is to provide critical tools to mobile app developers across multiple [removed: verticals.][added: verticals, including, for example, e-commerce and social media.]

[added: ◦Other content industries:] We [removed: also] believe our deep expertise and capabilities will allow us to successfully apply our solutions to tangential sectors, including with mobile OEMs and carriers [removed: and] [added: through our Array product initiative, as well as] the growing CTV [removed: industry.][added: industry through our 2022 acquisition of Wurl, LLC.]

[removed: To expand our reach, we] [added: ◦Industry partnerships: We] plan to further invest in our sales and marketing [added: teams] to increase penetration among new and existing [removed: clients.][added: clients, including in expansion markets we are targeting.]

- Pursue [removed: accretive] strategic [removed: acquisitions] [added: investments] and [removed: partnerships.] [added: partnerships:] Given our proven track [removed: record,] [added: record in strategic transactions, and our] long-standing relationships with key industry players, [removed: and] [added: we have earned a] reputation as a partner of choice, [removed: we] [added: and] will continue to [removed: explore and] consider [removed: acquisition, partnership,] and [added: leverage strategic acquisitions, partnerships, and] investment opportunities [removed: related] to [added: accelerate] our [removed: business or industry.][added: growth.]

Our Software Platform also enables [added: publishers to leverage] real-time auctions that optimize the value for each impression, while simultaneously enabling [removed: developers] [added: them] to attain an attractive value for each of the impressions from their [added: advertising] inventory.

[removed: Our comprehensive] [added: Specifically, our] Software [removed: Platform] [added: Platform, which is powered by AXON, our AI-based recommendation engine,] enables [removed: app developers] [added: advertisers] to automate their [removed: mobile app] marketing, engagement, and monetization efforts in three core ways.

First, we provide marketing technology that allows [removed: developers] [added: advertisers] to reach more of the most suitable users with personalized [removed: content,] [added: content] in order to increase the number of users who download and engage with their [removed: apps.][added: content.]

Our mission is to create meaningful connections between companies and their ideal customers.

Our software platform provides end-to-end software and artificial intelligence-powered ("AI") solutions for businesses to reach, monetize and grow their global audience ("Software Platform").

We also operate a portfolio of owned mobile apps (“Apps”).

Our Software Platform includes a comprehensive suite of tools including:

- Adjust is our measurement and analytics marketing platform which provides marketers with the visibility, insights, and data needed to scale their apps marketing and drive more informed results.

Our comprehensive, end-to-end Software Platform delivers value by helping companies scale their businesses and maximize their revenue.

Second, we provide advertisers with monetization

1 Adjust’s marketing platform is operated by our wholly-owned subsidiary and data generated by Adjust's services is not shared with AppLovin or incorporated into or used to optimize its recommendation engine or other technologies.

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Additionally, we have entered the CTV advertising market with the integration of Wurl.

When these mutually reinforcing elements of our Software Platform are combined, it creates a robust and successful marketing and monetization engine that both sells attractive advertising inventory to advertisers while monetizing it for publishers.

Our Software Platform is delivered through an integrated and seamless user interface, which provides the following benefits to advertisers:

Our Software Platform is primarily made up of four key solutions: AppDiscovery, MAX, Adjust, and Wurl.

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Adjust is our measurement and analytics marketing platform which provides the visibility, insights, and tools marketers need to grow their apps from early stage to maturity.

Our software-as-a-service ("SaaS") platform is an end-to-end solution for optimizing ad performance and maximizing returns, powered by accurate attribution data and in-depth reporting that are essential for meeting business goals.

The Adjust product solutions allow customers to benefit from the following key features:

- Impact through measurement: Drive results faster with accurate, timely measurement on marketing and ad spend across channels.

- Insights through real-time data and reports: Easily share timely, actionable insights with stakeholders to drive their business forward.

- Strategic growth with automated attribution solutions: Scale profits with automated solutions that attribute sources and help customers work smarter and accomplish more.

Wurl focuses on driving the streaming industry forward with market-leading solutions that help connect the right viewers to the right content.

It brings data-driven advertising and measurement to Connected TV.

The technology helps companies engage with the highest-value viewers, and ultimately increase their revenue.

Wurl has built the following products to meet their customers’ needs:

- AdPool: is a monetization solution that connects CTV supply with top advertisers and access to exclusive demand.

- ContentDiscovery: is an advertising solution that grows audiences, increases engagement, and reduces churn for streaming platforms and apps.

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- Global FAST Pass (GFP): is a distribution solution that makes it easy to launch Free Ad-supported Streaming TV channels.

- Existing market expansion: We continue to have an attractive market opportunity within our current mobile app segment, which we intend to address through the optimization of our Software Platform.

We continue to expand our CTV business through the addition of new content advertisers and supply channels as well as through the application of AXON to CTV.

- Attracting and retaining the best talent: Our employees are at the core of our technology and success.

Our Customers and Developer Community

Our globally diverse customers range from the largest enterprises to small and independent businesses and individuals across a variety of industries.

Our customers comprise multiple groups within the advertising ecosystem including advertisers leveraging our platform to find users and advertising networks using our mediation solution to purchase advertising inventory.

Our Apps also work with advertising networks who purchase advertising inventory and consumers who purchase in-app products.

We also work with the mobile app publisher community who leverage our mediation solution to monetize their inventory.

The scale and breadth of our customers in terms of size and industry provides us with a competitive advantage.

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Interactive), as well as other public and private companies.

- Think Like an Entrepreneur

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

Our full stack software solution provides advanced tools for mobile app developers to grow their businesses by automating and optimizing the marketing and monetization of their apps.

We also operate a portfolio of owned mobile apps and accelerated our market penetration through an active acquisition and partnership strategy.

The key elements of our solutions are delivered through the AppLovin Core Technologies and AppLovin Software Platform:

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

Our App Graph stores and manages anonymized data from hundreds of millions of mobile devices we reach every day, which our AXON engine then leverages to better predict and match users to relevant advertising content.

- *AppLovin Software Platform*: 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 AppLovin Apps (Apps).

We accelerate our capabilities and enhance our strategic position by actively pursuing acquisitions and partnerships for new technologies and apps.

From the beginning of 2018 through 2022, we have invested nearly $4.0 billion across 29 strategic acquisitions and partnerships with app studios, games, and software platforms.

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

Our Core Technologies, Software Platform and Apps

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

We deliver value to mobile app developers by helping scale their businesses and maximize their revenue through our marketing and monetization technologies and expertise.

Our Core Technologies and Software Platform combine marketing, monetization, and analytics into a single unified technology stack.

AppLovin Core Technologies

Our Core Technologies are our foundational technology infrastructure, which powers our Software Platform.

Our Core Technologies consist of our AXON machine-learning recommendation engine, our App Graph data management layer, and our elastic cloud infrastructure.

Our Core Technologies catalog and consolidate interactions every day into our proprietary App Graph.

AXON receives information from our App Graph and uses its machine-learning algorithms to match each user to relevant advertising content, driving better engagement and monetization.

Our flexible, robust cloud infrastructure is the backbone of our Core Technologies.

This proprietary system allows us to operate at massive scale and process significant data while maintaining a high degree of flexibility, so that we may keep pace with the ever-evolving needs of our customers.

Our globally distributed data infrastructure ensures we are able to connect with devices worldwide and process aggregate user activity across our Software Platform.

AppLovin Software Platform

Our Software Platform provides a comprehensive suite of tools for developers to grow their businesses by automating and optimizing the marketing and monetization of their apps.

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

- AppDiscovery is our marketing software solution, which matches advertiser demand with publisher supply through auctions at vast scale and microsecond-level speeds.

- Adjust is an analytics platform that helps marketers grow their mobile apps with solutions for measuring and optimizing campaigns and protecting user data.

Adjust powers thousands of apps with built-in intelligence and automation, backed by responsive global customer support.

Our Software Platform is delivered through an integrated and seamless user interface, allowing developers to accelerate their revenue opportunities and reduce the time they spend on marketing and monetization.

AppLovin Apps

Our diversified portfolio covers five gaming genres, the most frequent of which is casual games, and appeals to a broad global audience across different ages, genders, and locations.

The strategy of our studios is to allow developers to focus on creating great Apps, while leveraging our Software Platform and expertise to unlock the potential of those Apps.

When using our Software Platform, our Apps have an economic advantage, which benefits our business as a whole.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

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: 2022,] [added: 2023,] the last business day of its most recently completed second fiscal quarter, was [removed: $7.50] [added: $5.9] billion based on the closing sales price of the registrant’s Class A common stock on that date.

As of February 22, [removed: 2023,] [added: 2024,] the number of shares of the registrant's Class A common stock outstanding was [removed: 305,240,598] [added: 270,884,360] and the number of shares of the registrant's Class B common stock outstanding was [removed: 71,162,622.][added: 71,112,622.]

No shares of the registrant’s Class C common stock were outstanding as of February 22, [removed: 2023.][added: 2024.]

Portions of the registrant’s Definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Such 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: 2022.][added: 2023.]

| Item 1. | | | [removed: [Business](#ieb871a0e08aa4e4b92ec102efcf4e558_16)] [added: [Business](#i673f24c3f0fc462686814d5d9f892cb1_16)] | | | [removed: [2](#ieb871a0e08aa4e4b92ec102efcf4e558_16)] [added: [2](#i673f24c3f0fc462686814d5d9f892cb1_16)] | | |

| Item 1A. | | | [removed: Risk Factors] [added: [Risk Factors](#i673f24c3f0fc462686814d5d9f892cb1_19)] | | | [removed: [11](#ieb871a0e08aa4e4b92ec102efcf4e558_1301)] [added: [9](#i673f24c3f0fc462686814d5d9f892cb1_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ieb871a0e08aa4e4b92ec102efcf4e558_22)] [added: Comments](#i673f24c3f0fc462686814d5d9f892cb1_22)] | | | [removed: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_22)] [added: [40](#i673f24c3f0fc462686814d5d9f892cb1_22)] | | |

| Item 2. | | | [removed: [Properties](#ieb871a0e08aa4e4b92ec102efcf4e558_25)] [added: [Properties](#i673f24c3f0fc462686814d5d9f892cb1_25)] | | | [removed: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_25)] [added: [42](#i673f24c3f0fc462686814d5d9f892cb1_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ieb871a0e08aa4e4b92ec102efcf4e558_28)] [added: Proceedings](#i673f24c3f0fc462686814d5d9f892cb1_28)] | | | [removed: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_28)] [added: [42](#i673f24c3f0fc462686814d5d9f892cb1_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ieb871a0e08aa4e4b92ec102efcf4e558_31)] [added: Disclosures](#i673f24c3f0fc462686814d5d9f892cb1_31)] | | | [removed: [45](#ieb871a0e08aa4e4b92ec102efcf4e558_31)] [added: [42](#i673f24c3f0fc462686814d5d9f892cb1_31)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ieb871a0e08aa4e4b92ec102efcf4e558_37)] [added: Securities](#i673f24c3f0fc462686814d5d9f892cb1_37)] | | | [removed: [46](#ieb871a0e08aa4e4b92ec102efcf4e558_37)] [added: [42](#i673f24c3f0fc462686814d5d9f892cb1_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ieb871a0e08aa4e4b92ec102efcf4e558_40)] [added: [\[Reserved\]](#i673f24c3f0fc462686814d5d9f892cb1_40)] | | | [removed: [47](#ieb871a0e08aa4e4b92ec102efcf4e558_40)] [added: [43](#i673f24c3f0fc462686814d5d9f892cb1_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ieb871a0e08aa4e4b92ec102efcf4e558_43)] [added: Operations](#i673f24c3f0fc462686814d5d9f892cb1_43)] | | | [removed: [48](#ieb871a0e08aa4e4b92ec102efcf4e558_43)] [added: [43](#i673f24c3f0fc462686814d5d9f892cb1_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ieb871a0e08aa4e4b92ec102efcf4e558_94)] [added: Risk](#i673f24c3f0fc462686814d5d9f892cb1_88)] | | | [removed: [67](#ieb871a0e08aa4e4b92ec102efcf4e558_94)] [added: [60](#i673f24c3f0fc462686814d5d9f892cb1_88)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ieb871a0e08aa4e4b92ec102efcf4e558_97)] [added: Data](#i673f24c3f0fc462686814d5d9f892cb1_91)] | | | [removed: [68](#ieb871a0e08aa4e4b92ec102efcf4e558_97)] [added: [61](#i673f24c3f0fc462686814d5d9f892cb1_91)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ieb871a0e08aa4e4b92ec102efcf4e558_181)] [added: Disclosure](#i673f24c3f0fc462686814d5d9f892cb1_172)] | | | [removed: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_181)] [added: [105](#i673f24c3f0fc462686814d5d9f892cb1_172)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ieb871a0e08aa4e4b92ec102efcf4e558_184)] [added: Procedures](#i673f24c3f0fc462686814d5d9f892cb1_175)] | | | [removed: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_184)] [added: [105](#i673f24c3f0fc462686814d5d9f892cb1_175)] | | |

| Item 9B. | | | [Other [removed: Information](#ieb871a0e08aa4e4b92ec102efcf4e558_187)] [added: Information](#i673f24c3f0fc462686814d5d9f892cb1_178)] | | | [removed: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_187)] [added: [105](#i673f24c3f0fc462686814d5d9f892cb1_178)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ieb871a0e08aa4e4b92ec102efcf4e558_190)] [added: Inspections](#i673f24c3f0fc462686814d5d9f892cb1_181)] | | | [removed: [109](#ieb871a0e08aa4e4b92ec102efcf4e558_190)] [added: [106](#i673f24c3f0fc462686814d5d9f892cb1_181)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ieb871a0e08aa4e4b92ec102efcf4e558_196)] [added: Governance](#i673f24c3f0fc462686814d5d9f892cb1_187)] | | | [removed: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_196)] [added: [107](#i673f24c3f0fc462686814d5d9f892cb1_187)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ieb871a0e08aa4e4b92ec102efcf4e558_199)] [added: Compensation](#i673f24c3f0fc462686814d5d9f892cb1_190)] | | | [removed: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_199)] [added: [107](#i673f24c3f0fc462686814d5d9f892cb1_190)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owner and Management and Related Stockholder [removed: Matters](#ieb871a0e08aa4e4b92ec102efcf4e558_202)] [added: Matters](#i673f24c3f0fc462686814d5d9f892cb1_193)] | | | [removed: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_202)] [added: [107](#i673f24c3f0fc462686814d5d9f892cb1_193)] | | |

| Item 13. | | | [Certain Relationship and Related Transactions, and Director [removed: Independence](#ieb871a0e08aa4e4b92ec102efcf4e558_205)] [added: Independence](#i673f24c3f0fc462686814d5d9f892cb1_196)] | | | [removed: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_205)] [added: [107](#i673f24c3f0fc462686814d5d9f892cb1_196)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ieb871a0e08aa4e4b92ec102efcf4e558_208)] [added: Services](#i673f24c3f0fc462686814d5d9f892cb1_199)] | | | [removed: [110](#ieb871a0e08aa4e4b92ec102efcf4e558_208)] [added: [107](#i673f24c3f0fc462686814d5d9f892cb1_199)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#ieb871a0e08aa4e4b92ec102efcf4e558_214)] [added: Schedules](#i673f24c3f0fc462686814d5d9f892cb1_205)] | | | [removed: [111](#ieb871a0e08aa4e4b92ec102efcf4e558_214)] [added: [108](#i673f24c3f0fc462686814d5d9f892cb1_205)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ieb871a0e08aa4e4b92ec102efcf4e558_217)] [added: Summary](#i673f24c3f0fc462686814d5d9f892cb1_208)] | | | [removed: [114](#ieb871a0e08aa4e4b92ec102efcf4e558_217)] [added: [111](#i673f24c3f0fc462686814d5d9f892cb1_208)] | | |

- our ability to develop new products, features, and enhancements for our AppLovin [removed: Core Technologies and AppLovin] Software Platform and to launch or acquire new AppLovin Apps and successfully monetize them;

- our ability to maintain the security and availability of our AppLovin [removed: Core Technologies, AppLovin] Software [removed: Platform,] [added: Platform] and AppLovin Apps;

- our ability to develop and protect our [removed: brand;][added: brand.]

- our expectations regarding our share repurchase program; [added: and]

- our ability to maintain, protect and enhance our intellectual property; [removed: and]

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

| [Part I](#i673f24c3f0fc462686814d5d9f892cb1_13) | | | | | | [2](#i673f24c3f0fc462686814d5d9f892cb1_13) | | |

| Item 1C. | | | [C](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930)[yber](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930)[se](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930)[curity](#i673f24c3f0fc462686814d5d9f892cb1_1099511628930) | | | [40](#i673f24c3f0fc462686814d5d9f892cb1_22) | | |

| [Part II](#i673f24c3f0fc462686814d5d9f892cb1_34) | | | | | | [42](#i673f24c3f0fc462686814d5d9f892cb1_34) | | |

| [Part III](#i673f24c3f0fc462686814d5d9f892cb1_184) | | | | | | [107](#i673f24c3f0fc462686814d5d9f892cb1_184) | | |

| [Part IV](#i673f24c3f0fc462686814d5d9f892cb1_202) | | | | | | [108](#i673f24c3f0fc462686814d5d9f892cb1_202) | | |

| [Signatures](#i673f24c3f0fc462686814d5d9f892cb1_211) | | | | | | [112](#i673f24c3f0fc462686814d5d9f892cb1_211) | | |

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

- our expectations regarding the macroeconomic environment, inflation and high interest rates, uncertainty in the global banking and financial services markets, political uncertainty and international conflicts around the world;

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

[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) | | |

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

- the increased expenses associated with being a public company.

Risk Management and Strategy.

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management systems and processes.

We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on, or conducted through, our

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

information systems, that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein.

We conduct periodic risk assessments to identify potential cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information systems that are vulnerable to such cybersecurity threats.

The frequency of these risk assessments is based on the potential risk and criticality to our business systems.

The risk assessments include identification of reasonably foreseeable internal and external risks, the likelihood and potential impact and damage that could result from such risks, and the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks.

Following these risk assessments, we evaluate how to reasonably address identified gaps in existing safeguards to minimize identified risks and regularly monitor the effectiveness of our safeguards.

We devote significant resources and designate high level personnel, including our Head of Information Security and Compliance, to manage the risk assessment and mitigation process.

As part of our overall risk management system, we monitor and test our safeguards, in collaboration with human resources, IT, and management.

Personnel at all levels and departments are made aware of our cybersecurity policies and educated about cybersecurity best practices through annual company-wide cybersecurity training, regular phishing simulations, and role-based training, as appropriate.

We engage consultants and third parties in connection with our risk assessment processes.

These providers assist us in evaluating our cybersecurity program, provide support for threat monitoring and detection, and scan for vulnerabilities and other related security events which may pose a risk to the company.

We utilize our third-party risk management program to evaluate the cybersecurity posture of our third-party service providers based on risk, including data and systems access.

These processes assist us in identifying and mitigating risks from cybersecurity threats associated with our use of third-party service providers.

Where appropriate, we contractually require third-party service providers to implement and maintain appropriate and reasonable security measures in connection with their work with us and consistent with applicable laws, and to promptly report any breach of their security measures or systems that may affect our company.

To date, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our company, including our business strategy, results of operations, or financial condition.

For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, are reasonably likely to materially affect our company in the future, including our business strategy, results of operations, or financial condition, see Part I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K, including the risk factor entitled “Security breaches, improper access to or disclosure of our data or user data, other hacking and phishing attacks on our systems, or other cyber incidents could harm our reputation and adversely affect our business.”

Governance

One of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity threats.

Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible for the day-to-day management of the material risks we face.

Our Board of Directors administers its cybersecurity risk oversight function directly as a whole, as well as through the Audit Committee.

Our Head of Information Security and Compliance and the InfoSec team are primarily responsible for assessing and managing our material risks from cybersecurity threats.

Our Head of Information Security and Compliance has over two decades of experience leading cybersecurity, data privacy and risk management programs for large, multi-national organizations and Fortune 500 companies, and CISSP and CRISC certifications.

Our InfoSec management team is comprised of qualified cybersecurity professionals whose collective expertise includes penetration testing, cyber threat intelligence, data privacy, information security, and risk and compliance in the healthcare, financial, and technology industries, with certifications such as CISA, CRISC, CISSP, CCSP, CIPP, GIAC, and OSCP.

Our Head of Information Security and Compliance and the InfoSec Team, in partnership with our Legal Privacy Team, oversee our cybersecurity policies and processes, including those described in “Risk Management and Strategy” above.

Our Head of Information Security and Compliance and the InfoSec Team are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through their implementation and oversight of safeguards, including through the use of automated tools and manual processes, like security event monitoring, vulnerability scanning, threat analytics, security awareness and training, endpoint security, bug bounty program, offensive security testing, and third-party risk and monitoring.

Our Head of Information Security and Compliance provides quarterly and as needed briefings to the Audit Committee regarding our company’s cybersecurity program and information security risks, including any recent AppLovin-related cybersecurity incidents and possible responses, internal and third-party cybersecurity systems testing, third-party risk management, and other topics related to cybersecurity.

The Audit Committee provides updates to the Board on such reports.

The Company has adopted an escalation process for review of cybersecurity incidents, based on severity level, by an internal cyber task force with oversight by the Audit Committee.

In addition, our Head of Information Security and Compliance provides annual briefings to the Board on our cybersecurity program and risks.

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

We also lease and license additional facilities in the United States in Palo Alto, San Francisco, Santa Monica, [added: Los Angeles,] California; Las Vegas, Nevada; [removed: Secaucus,] [added: Bellevue, Washington;] New [removed: Jersey;] [added: York, New York;] and Richardson, Texas; and internationally in Toronto, Canada; Beijing, Hangzhou and Shanghai, China; Limassol, Cyprus; London, England; Paris, France; [removed: Berlin,] [added: Berlin and Frankfurt,] Germany; Jakarta, Indonesia; [removed: Dublin, Ireland;] Herzliya, Israel; Tokyo, Japan; Seoul, South Korea; Singapore; [removed: Madrid, Spain;] Bangkok, Thailand; [removed: Istanbul,] [added: Izmir,] Turkey; [removed: Dubai, United Arab Emirates;] [added: Haarlem, Netherlands;] and Ho Chi Minh City, Vietnam.

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

As of December 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 117] [added: 64] 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 ("S&P 500") and the S&P 500 Information Technology Index ("S&P IT") through December 31, [removed: 2022.][added: 2023.]

[removed: ][added: ]

During the three months ended December 31, [removed: 2022,] [added: 2023,] we issued RSUs covering [removed: 36,416] [added: 7,802] shares of our Class A common stock under our 2021 Partner Studio Incentive Plan.

During the three months ended December 31, [removed: 2022,] [added: 2023,] we issued [removed: 61,481] [added: 61,136] shares of our Class A common stock upon the vesting of RSUs under our 2021 Partner Studio Incentive Plan.

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_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)

| [removed: [Report](#ieb871a0e08aa4e4b92ec102efcf4e558_103)[s](#ieb871a0e08aa4e4b92ec102efcf4e558_103) [of] [added: [Reports of] Independent Registered Public Accounting [removed: Firm](#ieb871a0e08aa4e4b92ec102efcf4e558_103)] [added: Firm](#i673f24c3f0fc462686814d5d9f892cb1_97)] (PCAOB ID No. 34) | | | [removed: [69](#ieb871a0e08aa4e4b92ec102efcf4e558_103)] [added: [62](#i673f24c3f0fc462686814d5d9f892cb1_97)] | | |

| [Consolidated Balance [removed: Sheets](#ieb871a0e08aa4e4b92ec102efcf4e558_106)] [added: Sheets](#i673f24c3f0fc462686814d5d9f892cb1_100)] | | | [removed: [72](#ieb871a0e08aa4e4b92ec102efcf4e558_106)] [added: [65](#i673f24c3f0fc462686814d5d9f892cb1_100)] | | |

| [Consolidated Statements of [removed: Operations](#ieb871a0e08aa4e4b92ec102efcf4e558_109)] [added: Operations](#i673f24c3f0fc462686814d5d9f892cb1_103)] | | | [removed: [73](#ieb871a0e08aa4e4b92ec102efcf4e558_109)] [added: [66](#i673f24c3f0fc462686814d5d9f892cb1_103)] | | |

| [Consolidated Statements of [removed: Comprehensive](#ieb871a0e08aa4e4b92ec102efcf4e558_112) [L](#ieb871a0e08aa4e4b92ec102efcf4e558_112)oss] [added: Comprehensive](#i673f24c3f0fc462686814d5d9f892cb1_106) [Income (](#i673f24c3f0fc462686814d5d9f892cb1_106)[L](#i673f24c3f0fc462686814d5d9f892cb1_106)oss)] | | | [removed: [74](#ieb871a0e08aa4e4b92ec102efcf4e558_112)] [added: [67](#i673f24c3f0fc462686814d5d9f892cb1_106)] | | |

| [Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity [removed: (Deficit](#ieb871a0e08aa4e4b92ec102efcf4e558_115))] [added: (Deficit](#i673f24c3f0fc462686814d5d9f892cb1_109))] | | | [removed: [75](#ieb871a0e08aa4e4b92ec102efcf4e558_115)] [added: [68](#i673f24c3f0fc462686814d5d9f892cb1_109)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ieb871a0e08aa4e4b92ec102efcf4e558_118)] [added: Flows](#i673f24c3f0fc462686814d5d9f892cb1_112)] | | | [removed: [78](#ieb871a0e08aa4e4b92ec102efcf4e558_118)] [added: [71](#i673f24c3f0fc462686814d5d9f892cb1_112)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ieb871a0e08aa4e4b92ec102efcf4e558_121)] [added: Statements](#i673f24c3f0fc462686814d5d9f892cb1_115)] | | | [removed: [80](#ieb871a0e08aa4e4b92ec102efcf4e558_121)] [added: [73](#i673f24c3f0fc462686814d5d9f892cb1_115)] | | |

We have audited the accompanying consolidated balance sheets of AppLovin Corporation and subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: loss,] [added: income (loss),] redeemable noncontrolling interest and stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal [removed: Control—Integrated Framework* (2013)] [added: Control — Integrated Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 28, 2023,] [added: 26, 2024,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

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: *Critical] [added: Critical] Audit Matter [removed: Description*][added: Description]

[removed: The] [added: For transactions accounted for as business combinations, the] Company [removed: allocated] [added: allocates] the fair value of acquisition consideration to the [removed: tangible assets acquired, liabilities assumed, and intangible] [added: identifiable] assets acquired [added: and liabilities assumed] based on their estimated fair value.

[removed: *How] [added: How] the Critical Audit Matter Was Addressed in the [removed: Audit*][added: Audit]

Our audit procedures related to the [removed: forecasted revenue] [added: valuation of the PSUs] included the following, among others:

We have audited the internal control over financial reporting of AppLovin Corporation and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal Control—Integrated Framework*] [added: 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, [removed: 2022,] [added: 2023,] based on criteria established in [removed: *Internal Control—] [added: Internal Control —] Integrated [removed: Framework*] [added: 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, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 28, 2023,] [added: 26, 2024,] expressed an unqualified opinion on those financial statements.

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

| Cash and cash equivalents | | | $ | [removed: 1,080,484] [added: 502,152] | | | | | $ | [removed: 1,520,504] [added: 1,080,484] | |

| Accounts receivable, net | | | [removed: 702,814] [added: 953,810] | | | | | | [removed: 514,520] [added: 702,814] | | |

| Prepaid expenses and other current assets | | | [removed: 155,785] [added: 160,201] | | | | | | [removed: 150,040] [added: 155,785] | | |

| Total current assets | | | [removed: 1,939,083] [added: 1,616,163] | | | | | | [removed: 3,235,064] [added: 1,939,083] | | |

| Property and equipment, net | | | [removed: 78,543] [added: 173,331] | | | | | | [removed: 63,608] [added: 78,543] | | |

| Operating lease right-of-use assets | | | [removed: 60,379] [added: 48,210] | | | | | | [removed: 70,975] [added: 60,379] | | |

| Goodwill | | | [removed: 1,823,755] [added: 1,842,850] | | | | | | [removed: 966,427] [added: 1,823,755] | | |

| Intangible assets, net | | | [removed: 1,677,660] [added: 1,292,635] | | | | | | [removed: 1,709,347] [added: 1,677,660] | | |

| Other assets | | | [removed: 268,426] [added: 385,998] | | | | | | [removed: 118,158] [added: 268,426] | | |

| Total assets | | | $ | [removed: 5,847,846] [added: 5,359,187] | | | | | $ | [removed: 6,163,579] [added: 5,847,846] | |

| Accounts payable | | | $ | [removed: 273,196] [added: 371,702] | | | | | $ | [removed: 258,220] [added: 273,196] | |

| Licensed asset obligation | | | [removed: 15,254] [added: 13,054] | | | | | | [removed: 17,374] [added: 15,254] | | |

| Short-term debt | | | [removed: 33,310] [added: 215,000] | | | | | | [removed: 25,810] [added: 33,310] | | |

| Deferred revenue | | | [removed: 64,018] [added: 78,559] | | | | | | [removed: 78,930] [added: 64,018] | | |

| Operating lease liabilities | | | [removed: 14,334] [added: 13,605] | | | | | | [removed: 18,392] [added: 14,334] | | |

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

| Total current liabilities | | | [removed: 578,958] [added: 944,122] | | | | | | [removed: 640,097] [added: 578,958] | | |

| Long-term debt | | | [removed: 3,178,412] [added: 2,905,906] | | | | | | [removed: 3,201,834] [added: 3,178,412] | | |

| Operating lease liabilities, non-current | | | [removed: 54,153] [added: 42,905] | | | | | | [removed: 62,498] [added: 54,153] | | |

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

| Other non-current liabilities | | | [removed: 106,676] [added: 209,925] | | | | | | [removed: 112,820] [added: 106,676] | | |

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

Performance-based Restricted Stock Units - Refer to Note 11 to the financial statements

In March 2023, the Company granted performance-based restricted stock units (“PSUs”) which are eligible to vest based on the achievement of certain stock price targets and the satisfaction of service conditions.

The grant date fair value of the PSUs is $124.3 million.

A Monte Carlo simulation was utilized to determine the grant date fair value.

The Monte Carlo simulation model utilized the stock price of the Company at the beginning of the grant date, the expected price volatility of the Company, expected term, risk-free rate, and dividend yield to calculate the grant date fair value.

The assumptions used in the Monte Carlo simulation model had a significant effect on the grant date fair value of the PSUs.

Given the level of judgement involved by management, which included the use of a specialist to determine the grant date fair value of the PSUs, our audit procedures required a high degree of auditor judgement and increased extent of effort, including the need to involve our fair value specialists.

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

- We tested the design and operating effectiveness of the Company’s internal controls over the determination of the grant date fair value of the PSUs.

- We inquired of management the key valuation assumptions and the Monte Carlo simulation model methodology used in the determination of the grant date fair value of the PSUs.

- We performed risk assessment procedures over the grant date fair value to understand their overall sensitivity.

- We tested the accuracy of the data used in measuring the awards by agreeing the underlying inputs, such as the grant date, performance period, and the stock price, among others, back to source documents, such as compensation committee minutes or the PSU agreements.

- We evaluated the qualifications of the Company's specialists by assessing their certifications and determining whether they meet the qualifications necessary to perform independent PSU valuations.

- With the assistance of our fair value specialists, we evaluated management’s valuation of the PSUs by:

◦Evaluating the Monte Carlo simulation model methodology and the reasonableness of the valuation assumptions, including the stock price of the Company at the beginning of the grant date, the expected price volatility of the Company, expected term, risk-free rate, and dividend yield.

◦Independently developing the Monte Carlo simulation model and independently calculating valuation inputs.

February 26, 2024

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

February 26, 2024

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

| Balance as of December 31, 2022 | | | $ | — | | | | | | | | — | | | | | | $ | — | | | | | 373,873,683 | | | | | | $ | 11 | | | | | $ | 3,155,748 | | | | | $ | (83,382) | | | | | $ | (1,169,700) | | | | | $ | 1,902,677 | |

| Shares withheld related to net share settlement | | | — | | | | | | | | | — | | | | | | — | | | | | | (7,641,545) | | | | | | — | | | | | | (246,435) | | | | | | — | | | | | | — | | | | | | (246,435) | | |

| Repurchase of Class A common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | (46,665,285) | | | | | | — | | | | | | (1,153,593) | | | | | | — | | | | | | — | | | | | | (1,153,593) | | |

| Net Income | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 356,711 | | | | | | 356,711 | | |

| Balance as of December 31, 2023 | | | $ | — | | | | | | | | — | | | | | | $ | — | | | | | 339,886,712 | | | | | | $ | 11 | | | | | $ | 2,134,581 | | | | | $ | (65,274) | | | | | $ | (812,989) | | | | | $ | 1,256,329 | |

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Net income (loss) | | | $ | 356,711 | | | | | $ | (192,947) | | | | | $ | 35,338 | |

| Impairment of investments | | | 27,953 | | | | | | — | | | | | | — | | |

| Other | | | 6,200 | | | | | | 1,786 | | | | | | 7,431 | | |

| Acquisitions of businesses and intangible assets | | | (63,899) | | | | | | (1,345,776) | | | | | | (1,210,549) | | |

| Payments of debt issuance cost | | | (4,655) | | | | | | — | | | | | | (14,941) | | |

| Proceeds from debt issuance | | | 395,281 | | | | | | — | | | | | | 2,344,000 | | |

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

| | | | | | |

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

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

Acquisitions and Dispositions—Acquisitions of MoPub and Wurl—Forecasted Revenue—Refer to Notes 2 and 6 to the financial statements

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.

Management estimated the fair value of the intangible assets using the income approach, which is a specific discounted cash flow valuation method.

We identified forecasted revenue used in the determination of fair value of the intangible assets as a critical audit matter because it requires management to make significant estimates and assumptions.

This required a high degree of auditor judgment, and an increased extent of effort, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasted revenue.

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

February 28, 2023

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.

| Restricted cash equivalents | | | — | | | | | | 1,050,000 | | |

| Accrued liabilities | | | 147,801 | | | | | | 133,770 | | |

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

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

| Lease modification and abandonment of leasehold improvements | | | — | | | | | | — | | | | | | 7,851 | | |

| Extinguishments of acquisition-related contingent consideration | | | — | | | | | | — | | | | | | 74,820 | | |

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

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

| Repurchase of unvested Class A common stock related to early exercised stock options | | | — | | | | | | | | | — | | | | | | — | | | | | | (425,001) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Repurchase of Class A common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | (249,000) | | | | | | — | | | | | | (1,766) | | | | | | — | | | | | | — | | | | | | (1,766) | | |

| Issuance of Class A common stock in connection with acquisitions | | | — | | | | | | | | | — | | | | | | — | | | | | | 2,479,996 | | | | | | — | | | | | | 106,133 | | | | | | — | | | | | | — | | | | | | 106,133 | | |

| Issuance of common stock warrants in connection with lease modification | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 433 | | | | | | — | | | | | | — | | | | | | 433 | | |

| Proceeds from issuance of common stock | | | — | | | | | | | | | — | | | | | | — | | | | | | 764,472 | | | | | | — | | | | | | 9,318 | | | | | | — | | | | | | — | | | | | | 9,318 | | |

| Issuance of Class A common stock in exchange for noncontrolling equity interest | | | (1,500) | | | | | | | | | — | | | | | | — | | | | | | 76,844 | | | | | | — | | | | | | 1,500 | | | | | | — | | | | | | — | | | | | | 1,500 | | |

| Acquisition of noncontrolling interest | | | 2,556 | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net loss | | | (747) | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (125,187) | | | | | | (125,187) | | |

| Balance as of December 31, 2020 | | | $ | 309 | | | | | | | | 109,090,908 | | | | | | $ | 399,589 | | | | | 226,364,401 | | | | | | $ | 7 | | | | | $ | 453,655 | | | | | $ | 604 | | | | | $ | (1,012,400) | | | | | $ | (158,545) | |

| Loss on extinguishments of acquisition related contingent consideration | | | — | | | | | | — | | | | | | 74,820 | | |

| Loss on settlement of debt | | | — | | | | | | 18,236 | | | | | | — | | |

| Other | | | 1,786 | | | | | | (10,805) | | | | | | (1,641) | | |

| Acquisitions, net of cash acquired | | | (1,339,827) | | | | | | (1,206,482) | | | | | | (674,650) | | |

| Capitalized software development costs | | | (5,949) | | | | | | (4,067) | | | | | | — | | |

| Proceeds from debt issuance, net of issuance costs | | | — | | | | | | 2,329,059 | | | | | | 481,273 | | |

| Payments of deferred IPO costs | | | — | | | | | | — | | | | | | (2,744) | | |

| Issuance of common stock and common stock warrants in connection with acquisitions | | | $ | 137,422 | | | | | $ | — | | | | | $ | 38,167 | |

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 level as of December 31, [removed: 2022.][added: 2023.]

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, [removed: 2022] [added: 2023] based on the framework in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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.

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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

a.*Appointment of Barbara Messing to the Board of Directors*

On February 23, 2024, the Board of Directors of the Company appointed Barbara Messing to the Board of Directors, effective March 1, 2024.

In addition, Ms. Messing was appointed as a member of the Nominating and Corporate Governance Committee of the Board of Directors, effective March 1, 2024.

Ms. Messing, 52, most recently served as Chief Marketing & Communications Officer of Roblox, an immersive platform for connection and communication, from August 2020 to December 2023.

From August 2018 to August 2019, Ms. Messing served as Senior Vice President, Chief Marketing Officer of Walmart US.

Between February 2011 and April 2018, Ms. Messing served as Vice President and Chief Marketing Officer, and later Senior Vice President and Chief Marketing Officer, for TripAdvisor, Inc., an online travel company.

Between April 2002 and February 2011, she served in a number of management positions at Hotwire.com, an Internet-based travel agency, including Vice President of Customer Experience and Vice President and General Manager, Travel Ticker.

Ms. Messing currently serves on the board of Vacasa, a publicly traded company with a leading platform for vacation rental management.

She previously served on the board of directors of Overstock.com, Inc., a publicly traded internet retailer, and the board of directors of publicly traded XO Group, Inc., which merged with WeddingWire in December 2018.

Ms. Messing received her B.A. from Northwestern University and her J.D. from Stanford Law School.

There are no arrangements or understandings between Ms. Messing, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Ms. Messing was selected as a director.

There are no related party transactions between the Company and Ms. Messing (or any of her immediate family members) requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Messing does not have any family relationships with any of the Company’s directors or executive officers.

Ms. Messing will receive the standard compensation available to the Company’s non-employee directors pursuant to the Company’s outside director compensation policy, which has been filed as Exhibit 10.7 to this Annual Report on Form 10-K.

In addition, the Company will enter into its standard form of indemnification agreement with Ms. Messing.

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

b.*Securities Trading Plans of Directors and Executive Officers*

On December 8, 2023, Katie Jansen, our Chief Marketing Officer, entered into a Rule 10b5-1 trading plan providing for the potential sale of the net shares (after withholding taxes) of our Class A common stock issuable upon vesting and settlement of 110,321 RSUs granted to Ms. Jansen prior to the adoption of the trading plan.

The trading plan is scheduled to be effective until November 30, 2024, or earlier if all transactions under the trading plan are completed.

The trading plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).

On November 2, 2023, Basil Shikin, our Chief Technology Officer, terminated a Rule 10b5-1 trading plan, which was previously adopted on March 14, 2023 and intended to satisfy the affirmative defense in Rule 10b5-1(c).

The terminated trading plan provided for the potential sale of up to an aggregate of 120,000 shares of our Class A common stock issuable upon the vesting and settlement of RSUs granted to Mr. Shikin.

The terminated trading plan was scheduled to be effective from June 13, 2023 until February 23, 2024, or earlier if all transactions under the trading plan were completed.

In our Quarterly Report on Form 10-Q for the period ending September 30, 2023, we reported that Herald Chen, our then President, Chief Financial Officer and a member of our board of directors, terminated a Rule 10b5-1 trading plan, which he previously adopted on June 14, 2023, that was intended to satisfy the affirmative defense in Rule 10b5-1(c) (the "Chen Plan").

However, the Chen Plan was not terminated during that reporting period.

On December 14, 2023, Mr. Chen, modified the Chen Plan, which originally provided for the potential sale of up to an aggregate of 1,200,000 shares of our Class A common stock held by Mr. Chen and was scheduled to be effective from January 1, 2024 until December 31, 2025, or earlier if all transactions under the trading plan were completed.

Under the terms of the modification, which did not change the aggregate number of shares subject to potential sale under the plan, the earliest trading date was changed from January 1, 2024 to March 13, 2024 and the end date remains December 31, 2025.

As of this Annual Report, Mr. Chen has not sold any shares of our Class A common stock under the original Chen Plan or modified Chen Plan.

The modified trading plan is intended to satisfy the affirmative defense in Rule 10b5-1(c).

No other directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

Not applicable.

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The information required by this item is incorporated by reference to the definitive proxy statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, [removed: 2022] [added: 2023] (the “Proxy Statement”).

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| 4.4 | | | [Description of Capital Stock](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit442022123110k.htm). | | | [added: 10-K] | | | | | | [added: 001-40325] | | | | | | [added: 4.4] | | | | | | [added: February 28, 2023] | | |

| 10.6 | | | [Amended and Restated AppLovin Corporation 2021 Partner Studio Incentive Plan and related form [removed: agreements](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit1062022123110k.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit1062022123110k.htm)] [added: agreements.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit1062022123110k.htm)] | | | [added: 10-K] | | | | | | [added: 001-40325] | | | | | | [added: 10.6] | | | | | | [added: February 28, 2023] | | |

| 10.7+ | | | [AppLovin Corporation Outside Director Compensation [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex106.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)[, am](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)[ended June](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm) [30, 2023](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit1072023123110k.htm)] | | | [removed: S-1] | | | | | | [removed: 333-253800] | | | | | | [removed: 10.6] | | | | | | [removed: March 2, 2021] | | |

| [removed: 10.18+] [added: 10.21+] | | | [Equity Exchange Agreement between the registrant and Herald Chen, dated March 16, 2021.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521089656/d73804dex1018.htm) | | | S-1/A | | | | | | 333-253800 | | | | | | 10.18 | | | | | | March 22, 2021 | | |

| [removed: 10.19] [added: 10.22] | | | [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 | | |

| 21.1 | | | [List of subsidiaries of the [removed: registrant.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit2112022123110k.htm)] [added: registrant.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit2112023123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | [Consent of Deloitte & Touche LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000006/exhibit2312022123110k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit2312023123110k.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/1751008/000175100823000006/exhibit3112022123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit3112023123110k.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/1751008/000175100823000006/exhibit3122022123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit3122023123110k.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/1751008/000175100823000006/exhibit3212022123110k.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit3212023123110k.htm)] | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive [removed: Loss,] [added: Income (Loss),] (iv) Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit), (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | | | | | | | | | | | | | | | | | | | | | | |

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| 10.18 | | | [Amendment No. 7 to Credit Agreement, by and between the registrant, the lenders from time to time there to and Bank of America, N.A., as administrative agent and collateral agent, dated January 3, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000048/exhibit102-amendmentno7t.htm) | | | 10-Q | | | | | | 001-40325 | | | | | | 10.2 | | | | | | May 10, 2023 | | |

| 10.19 | | | [Amendment No. 8 to Credit Agreement, by and between the registrant, the lenders from time to time thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, dated June 12, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000054/app-20230612x8kxexhibit101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | June 12, 2023 | | |

| 10.2 | | | [Amendment No. 9 to Credit Agreement, by and between the registrant, the lenders from time to time thereto, Bank of America, N.A., as administrative agent and collateral agent, and the other parties thereto, dated August 18, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100823000064/exhibit101-amendmentno9toc.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | August 18, 2023 | | |

| 10.23 | | | [F](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm)[orm of Performance-Based Restricted Stock Unit](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm) [Agreement.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523069044/d470139dex101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | March 13, 2023 | | |

| 10.24 | | | [Share Repurchase Agreement, dated May 17, 2023](https://www.sec.gov/Archives/edgar/data/1751008/000119312523146599/d491086dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523146599/d491086dex101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | May 17, 2023 | | |

| 10.25 | | | [Share Repurchase Agreement, dated August 21, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000119312523216397/d541078dex101.htm) | | | 8-K | | | | | | 001-40325 | | | | | | 10.1 | | | | | | August 21, 2023 | | |

| 10.26+ | | | [Consulting Services Agreement between the registrant and Herald Chen, dated December](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit10262023123110k.htm) [29](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit10262023123110k.htm)[, 2023.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit10262023123110k.htm) | | | | | | | | | | | | | | | | | | | | | | | |

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| 97.1 | | | [C](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit9712023123110k.htm)[ompensation Recovery Policy.](https://www.sec.gov/Archives/edgar/data/1751008/000175100824000012/exhibit9712023123110k.htm) | | | | | | | | | | | | | | | | | | | | | | | |

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| 2.1 | | | [Agreement and Plan of Merger, by and among the registrant, Morocco, Inc., Morocco Acquisition Sub, Inc. and Machine Zone, Inc., dated as of May 19, 2020.](https://www.sec.gov/Archives/edgar/data/1751008/000119312521065782/d73804dex21.htm) | | | S-1 | | | | | | 333-253800 | | | | | | 2.1 | | | | | | March 2, 2021 | | |

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| Date: February [removed: 28, 2023] [added: 26, 2024] | | | APPLOVIN CORPORATION | | | | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adam Foroughi, [removed: Herald Chen] [added: Matthew Stumpf] and Victoria Valenzuela, and each one of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

| [removed: /s/] Herald Chen | | | | | | | | | | | | | | |

| /s/ Craig Billings | | | | | | Director | | | | | | February [removed: 28, 2023] [added: 26, 2024] | | |

| /s/ Margaret Georgiadis | | | | | | Director | | | | | | February [removed: 28, 2023] [added: 26, 2024] | | |

| Alyssa Harvey Dawson | | | | | | Director | | | | | | February [removed: 28, 2023] [added: 26, 2024] | | |

| Edward Oberwager | | | | | | Director | | | | | | February [removed: 28, 2023] [added: 26, 2024] | | |

| Eduardo Vivas | | | | | | Director | | | | | | February [removed: 28, 2023] [added: 26, 2024] | | |

[Table of](#i673f24c3f0fc462686814d5d9f892cb1_7) [Contents](#i673f24c3f0fc462686814d5d9f892cb1_7)

| Adam Foroughi | | | | | | *(Principal Executive Officer)* | | | | | | February 26, 2024 | | |

| /s/ Matthew Stumpf | | | | | | Chief Financial Officer | | | | | | | | |

| Matthew Stumpf | | | | | | (*Principal Financial Officer*) | | | | | | February 26, 2024 | | |

| /s/ Dmitriy Dorosh | | | | | | Vice President, Controller | | | | | | | | |

| Dmitriy Dorosh | | | | | | (*Principal Accounting Officer*) | | | | | | February 26, 2024 | | |

| /s/ Herald Chen | | | | | | Director | | | | | | February 26, 2024 | | |

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| /s/ Todd Morgenfeld | | | | | | | | | | | | | | |

| Todd Morgenfeld | | | | | | Director | | | | | | February 26, 2024 | | |

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| /s/ Adam Foroughi | | | | | | | | | | | | | | |

| Herald Chen | | | | | | Chief Financial Officer, President, and Director *(Principal Financial Officer and Principal Accounting Officer)* | | | | | | February 28, 2023 | | |

| /s/ Asha Sharma | | | | | | | | | | | | | | |

| Asha Sharma | | | | | | Director | | | | | | February 28, 2023 | | |