What changed in this filing

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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-02 · 38 added, 36 removed, 154 unchanged (32% of the section changed)

13 unchanged sentences

Based on its assessment, management has concluded that J2 Global’s internal control over financial reporting was effective as of December 31, 2020.

Management did not assess the effectiveness of

internal control over financial reporting of all the 2019 acquisitions (see Note 4 - Business Acquisitions) because of the timing of these acquisitions.

Management did not assess the effectiveness of internal control over financial reporting of all the 2020 acquisitions (see Note 4 - Business Acquisitions) because of the timing of these acquisitions.

These acquisitions combined constituted 17.7% of total assets as of December 31, 2020 and 4.2% of revenues for the year then ended.

10 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the accompanying index and our report dated March 2, 2020 , expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and schedule listed in the accompanying index and our report dated March 1, 2021, expressed an unqualified opinion thereon.

Basis for Opinion

8 unchanged sentences

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

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 2019 acquisitions, which are included in the consolidated balance sheet of the Company as of December 31, 2019, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the year then ended.

As indicated in the accompanying Item 9A, Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of 2020 acquisitions, which are included in the consolidated balance sheets of the Company as of December 31, 2020, and the related consolidated statements of operations and comprehensive income, stockholders’ equity, and cash flows for the year then ended.

These acquisitions combined constituted 17.7% of total assets as of December 31, 2020, and 4.2% of revenues for the year then ended.

4 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

(2) provide reasonable assurance that transactions are recorded as necessary to

permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

19 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

11 unchanged sentences

Amendment to the Amended and Restated Certificate of Incorporation of J2 Global, Inc., dated as of September 5, 2019 (18)

Second Amended and Restated By-Laws (12)

Fourth Amended and Restated By-Laws (12)

Specimen of Common Stock Certificate (6)

Indenture, dated as of July 26, 2012 (7)

First Supplemental Indenture, dated as of June 10, 2014 (8)

Indenture, dated as of June 10, 2014 (9)

3 unchanged sentences

Description of Registered Securities (22)

Indenture, dated as of October 7, 2020 (7)

Form of Waiver Regarding Restricted Stock Agreements (23)

J2 Global, Inc.

24 unchanged sentences

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

5 unchanged sentences

(4) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on May 3, 2006.

(5) Incorporated by reference to Exhibit A to J2 Global’s Definitive Proxy Statement on Schedule 14A filed with the Commission

on September 18, 2007.

(5) Incorporated by reference to Exhibit A to J2 Global’s Definitive Proxy Statement on Schedule 14A filed with the Commission on September 18, 2007.

(6) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on December 7, 2011.

(7) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on July 27, 2012.

(7) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on October 7, 2020.

(8) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on June 10, 2014.

(9) Incorporated by reference to J2 Global’s Registration Statement on Form S-3ASR filed with the Commission on June 10,

2014, Registration No.

(9) Incorporated by reference to J2 Global’s Registration Statement on Form S-3ASR filed with the Commission on June 10, 2014, Registration No.

(10) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on June 17, 2014.

(11) Incorporated by reference to Annex A to j2 Global’s Definitive Proxy Statement on Schedule 14A filed with the Commission

on March 26, 2015.

(12) Incorporated by reference to J2 Global’s Current Registration Statement on Form S-8 filed with the Commission on May

(11) Incorporated by reference to Annex A to j2 Global’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 26, 2015.

(12) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on May 11, 2020.

(13) Incorporated by reference to J2 Global’s Annual Report on Form 10-K filed with the Commission on March 1, 2017.

7 unchanged sentences

(21) Incorporated by reference to J2 Global’s Current Report on Form 8-K filed with the Commission on August 16, 2019.

(22) Incorporated by reference to J2 Global’s Annual Report on Form 10-K filed with the Commission on March 2, 2020.

(23) Incorporated by reference to J2 Global’s Current Report on Form 10-Q filed with the Commission on August 10, 2020.

Form 10-K Summary

5 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated, in each case on March 1, 2021.

/s/ VIVEK SHAH

Chief Executive Officer and a Director

(Principal Executive Officer)

SCOTT TURICCHI

President and Chief Financial Officer

Signature Title

/s/ VIVEK SHAH Chief Executive Officer and a Director

Vivek Shah (Principal Executive Officer)

SCOTT TURICCHI President and Chief Financial Officer

Scott Turicchi

(Principal Financial Officer)

Chief Accounting Officer

DUNN Chief Accounting Officer

/s/ RICHARD S.

Chairman of the Board and a Director

RESSLER Chairman of the Board and a Director

/s/ DOUGLAS Y.

/s/ ROBERT J.

/s/ SARAH FAY

/s/ JON MILLER

/s/ STEPHEN ROSS

BECH Director

/s/ SARAH FAY Director

/s/ JON MILLER Director

/s/ STEPHEN ROSS Director

/s/ PAMELA SUTTON-WALLACE Director

Pamela Sutton-Wallace

TAYLOR Director

/s/ WILLIAM B.

KRETZMER Director

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Description Balance at

Write-offs (1)

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures