What changed in this filing

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Item 1. Business

2023-03-01 compared with 2022-03-15 · 183 added, 143 removed, 127 unchanged (72% of the section changed)

Ziff Davis, Inc., together with its subsidiaries (“Ziff Davis”, the “Company”, “our”, “us” or “we”), is a leading provider of internet information and services.

Our Digital Media business specializes in the technology, shopping, entertainment, and health and wellness markets, offering content, tools and services to consumers and businesses.

Ziff Davis, Inc., together with its subsidiaries (“Ziff Davis”, the “Company”, “our”, “us” or “we”), is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, connectivity, health, cybersecurity, and martech.

Our Digital Media business specializes in the technology, shopping, gaming and entertainment, connectivity, and healthcare markets, offering content, tools and services to consumers and businesses.

Our Cybersecurity and Martech business provides cloud-based subscription services to consumers and businesses including cybersecurity, privacy and marketing technology.

Our Digital Media business generates revenues from advertising and sponsorships, subscription and usage fees, performance marketing, and licensing fees.

This business generates revenues from the sale of display and video advertising;

customer clicks to online merchants, as well as, commissions on sales attributed to clicks to online merchants;

business-to-business leads sold to information technology (“IT”) vendors;

the licensing of technology, data, and other intellectual property to clients;

and the sale of subscription services to consumers and businesses.

Our Cybersecurity and Martech businesses generate revenues primarily from customer subscription and usage fees.

In addition to growing our business organically, on a regular basis we acquire businesses to grow our customer bases, expand and diversify our service offerings, enhance our technologies, acquire skilled personnel and enter into new markets.

Our consolidated revenues are currently generated primarily from two basic business models, each with different financial profiles and variability.

Our Digital Media business is driven primarily by advertising revenues, has relatively higher sales and marketing expense and has seasonal strength in the fourth quarter.

Our Cybersecurity and Martech business is driven primarily by subscription revenues, with relatively stable and predictable margins from quarter to quarter.

Our Digital Media business is driven primarily by advertising revenues, has relatively higher sales and marketing expenses, and has seasonal strength in the fourth quarter.

Our Cybersecurity and Martech business is driven by subscription revenues, with relatively stable and predictable margins from quarter to quarter.

We continue to pursue additional acquisitions, which may include companies operating under business models that differ from those we operate under today.

Such acquisitions could impact our consolidated profit margins and the variability of our revenues.

In March 2022, Ziff Davis issued its first annual Environmental, Social & Governance (ESG) Report.

Included in the report are the findings from our first GreenHouse Gas inventory, which calculates our Scope 1, 2, and 3 emissions.

Our ESG efforts focus on five critical pillars:

diversity, equity and inclusion;

data security and data privacy;

environmental sustainability;

community engagement;

and governance, transparency and accountability.

The report highlights the policies, programs and practices Ziff Davis has in place to tackle critical challenges and the tangible results we have already achieved across our business, within our industry, and in our communities.

Included in the report are details about several new programs including our Global Mentorship Program, ReStart Returnship Program, and Internal Mobility Program, among others.

Ziff Davis was incorporated in 2014 as a Delaware corporation through the creation of a holding company structure.

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Prior to the spin-off of Consensus Cloud Solutions, Inc.

(“Consensus”), our Cybersecurity and Martech businesses were operated by our former wholly owned subsidiary J2 Cloud Services, LLC (formerly J2 Cloud Services, Inc.), which was founded in 1995, and subsidiaries of J2 Cloud Services, LLC.

(“Consensus”), our Cybersecurity and Martech businesses were operated by our former wholly owned subsidiary J2 Cloud Services, LLC, which was founded in 1995, and subsidiaries of J2 Cloud Services, LLC.

On October 7, 2021 (the “Distribution Date”), the Company completed the previously announced separation (the “Separation”) of its cloud fax business into Consensus, an independent publicly traded company, and the Company transferred J2 Cloud Services, LLC to Consensus who in turn transferred non-fax assets and liabilities back to Ziff Davis, such that Consensus was left with the cloud fax business.

In connection with the Separation, we changed our name to Ziff Davis, Inc.

(“Ziff Davis”) from J2 Global, Inc.

(for certain events prior to October 7, 2021, the Company may be referred to as J2 Global) and began trading under the stock symbol “ZD”.

from J2 Global, Inc.

(for certain events prior to October 7, 2021, the Company may be referred to as J2 Global).

The Separation was achieved through the Company’s distribution of 80.1% of the shares of Consensus common stock to holders of Company common stock as of the close of business on October 1, 2021, the record date for the distribution.

Before the Separation, we reported our results as Digital Media and Cloud Services.

In connection with the Separation, we now refer to these segments as Digital Media and Cybersecurity and Martech, each of which is further described below.

Programmatic Mergers and Acquisitions

In addition to growing our business organically, on a regular basis, we acquire businesses to grow our customer bases, expand and diversify our service offerings, enhance our technologies, acquire skilled personnel, and enter into new markets.

Our programmatic approach to mergers and acquisitions (“M&A”) is a central tenet of our capital allocation strategy, which seeks to optimize the allocation of our investable capital, including the free cash flow generated by our businesses, to M&A, share repurchases, and the strengthening of our balance sheet.

Since 2012, we have deployed approximately $3.0 billion on more than 80 acquisitions across the globe in a variety of verticals within the internet and software categories (exclusive of any acquisitions that were part of businesses we have since divested).

Our highly systematic and repeatable M&A process allows us to execute a large volume of M&A with velocity and conviction.

Our M&A program is built on a rigorous and analytical approach that leverages deep industry knowledge, technological expertise, and investment acumen.

Our evaluation criteria for potential acquisitions varies by sector, but our focus on value-oriented fundamentals is a central factor in every transaction we evaluate.

We seek to acquire businesses that can generate predictable growing free cash flow over long time horizons.

The primary metric we use to differentiate opportunities in our M&A pipeline is the expected internal rate of return that the potential acquisition will generate for Ziff Davis.

While we take a highly disciplined approach to the evaluation of M&A, we have a wide aperture and significant flexibility when it comes to the types of transactions we are capable of evaluating and executing.

Since 2010, we have acquired venture-backed growth companies, distressed businesses in need of turnaround, complex corporate carve-outs, founder-owned businesses, public companies and private equity-backed businesses.

We also have a multi-faceted approach to transaction sourcing that ranges from participation in sell-side auctions led by investment banks to the sourcing of proprietary transactions through our executive network.

Acquisitions broadly fall into one of two categories at Ziff Davis:

(1) tuck-ins or (2) platform acquisitions.

Our tuck-in acquisitions are typically focused on the acquisition of:

(a) a customer base, (b) a strong but under monetized media audience or (c) a new product or service that can be sold to our existing customers or audience.

Platform acquisitions are businesses at scale that can stand on their own within Ziff Davis and which we believe have the potential to serve as a platform for future M&A.

Since 2012, the majority of our acquisitions by deal count have been tuck-

However, over the same period of time, the capital allocated to tuck-ins versus platform acquisitions has been more evenly balanced.

Digital Media

Our Digital Media business operates a portfolio of web properties and apps which includes IGN, RetailMeNot, Mashable, PCMag, Humble Bundle, Speedtest, Offers, Black Friday, MedPageToday, Everyday Health, BabyCenter and What to Expect, among others.

During 2021, our Digital Media web properties attracted approximately 8.5 billion web visits and 29.6 billion views.

Our properties provide trusted reviews of technology, shopping and entertainment products and services;

Our Digital Media business operates a portfolio of web properties and apps which includes IGN, RetailMeNot, Mashable, PCMag, Humble Bundle, Speedtest, Offers.com, Black Friday, MedPageToday, Everyday Health, BabyCenter, and What to Expect , among others.

Our properties provide trusted reviews of technology, shopping, gaming, and entertainment products and services;

news and commentary related to their vertical markets;

professional networking tools, targeted emails, and white papers for IT professionals;

speed testing for internet and mobile network connections;

speed testing and the related data for internet and mobile network connections;

online deals and discounts for consumers;

news, interactive tools, and mobile applications that enable consumers to manage a broad array of health and wellness needs on a daily basis, including medical conditions, pregnancy, diet, and fitness;

and news, tools and information for healthcare professionals to stay abreast of industry, legislative and regulatory developments across major medical specialties.

Our Digital Media business generates revenues from the sale of display and video advertising;

customer clicks to online merchants as well as commissions on sales attributed to clicks to online merchants;

business-to-business leads to IT vendors;

the licensing of technology, data and other intellectual property to clients;

and the sale of subscription services to consumers and businesses.

and news, tools and information for healthcare professionals to stay abreast of industry, legislative, regulatory, and continuing education developments across major medical specialties.

Our Digital Media business generates revenues from advertising and sponsorships, subscription and usage fees, performance marketing and licensing fees.

Display and Video Advertising - We sell online display and video advertising on our owned-and-operated web properties and on third-party sites.

We have contractual arrangements with advertisers either directly or through agencies.

The terms of these contracts specify the price of the advertising to be sold and the volume of advertisements that will be served over the course of a campaign.

Additionally, we have contractual arrangements with certain third-party websites not owned by us, and third-party advertising networks to deliver online display and video advertising to their websites or to third-party sites.

Subscriptions - We primarily offer subscription and licensing services to businesses for Speedtest Intelligence , which offers up-to-date insights into global fixed broadband and mobile performance data, as well as, monthly subscription packages to consumers through the Lose It!

weight loss app and through Humble Bundle .

Performance Marketing - We generate business-to-business leads for IT vendors through the marketing of content, including white papers and webinars, and offer additional lead qualification and nurturing services.

On the consumer side, we generate clicks to online merchants by promoting deals and discounts on our web properties.

Licensing - We license our proprietary technology, data, and intellectual property to third parties for various purposes.

For instance, we will license the right to use PCMag’s “Editors’ Choice” logo and other copyrighted editorial content to businesses whose products have earned such distinction.

We believe competitive factors relating to attracting and retaining users include the ability to provide premium and exclusive content and the reach, effectiveness, and efficiency of our marketing services to attract consumers, advertisers, healthcare professionals and publishers.

We continue to seek opportunities to acquire additional web properties, both within and outside of the technology, shopping, entertainment, and health and wellness verticals, with the goal of monetizing their audiences and content through application of our proprietary technologies and insight.

Web Properties

Our Digital Media properties and services include the following:

PCMag is an online resource for laboratory-based product reviews, technology news and buying guides.

We operate one of the largest and oldest independent testing facilities for consumer technology products.

Founded in 1984, our lab produces unbiased technology product and service reviews, and PCMag’s “Editor’s Choice” award is recognized globally as a trusted mark for buyers and sellers of technology products and services.

Mashable is a global media brand publishing premium content for individuals interested in technology and culture.

Mashable is recognized as a trusted global brand and produces stories for more than a dozen platforms, including Snapchat, Twitter and Facebook.

Ookla provides customers fixed broadband and mobile network testing applications, data and analysis.

Over ten million tests are actively initiated by consumers each day across all of Ookla’s Speedtest platforms, with more than 40 billion completed to date.

As a result, Ookla maintains comprehensive analytics on worldwide internet performance and accessibility.

Ookla solutions have been adopted by a significant number of internet service providers and mobile carriers worldwide and have been translated into dozens of languages for use by thousands of businesses, governments, universities and trade organizations.

Ookla also offers its customers connectivity monitoring, testing and insights under the RootMetrics, Solutelia and SpatialBuzz brands.

Ekahau provides solutions for enterprise wireless network design and troubleshooting.

Customers run their networks with Ekahau’s Wi-Fi planning and measurement solutions, which design and manage superior wireless networks by seeking to minimize network deployment time and establish sufficient wireless coverage across the network.

Downdetector offers real-time overviews of status information and outages for services and digital products that consumers use every day.

Downdetector aims to track any service that its users consider vital to their everyday lives, including (but not limited to) internet providers, mobile providers, airlines, banks, public transport and other online services.

Spiceworks Ziff Davis B2B provides digital content for buyers of information technology (IT) products and services, allowing IT vendors to identify, reach and influence corporate IT decision makers who are actively researching specific IT purchases.

RetailMeNot is a savings destination that influences consumer purchase decisions through savings and discount opportunities by connecting retail partners representing more than 150,000 national and international brands with consumer shopping audiences.

RetailMeNot promotional media solutions include mobile coupons and codes, cash back offers and browser extensions.

Offers.com is a coupons & deals website featuring offers from more than 20,000 of the internet’s more popular stores and brands.

We continue to seek opportunities to acquire additional web properties, both within and outside of the technology, shopping, gaming and entertainment, connectivity, and health and wellness verticals, with the goal of monetizing their audiences and content through application of our proprietary technologies and insight.

Our Digital Media properties and services include the following five primary platforms:

(1) technology, (2) shopping, (3) gaming and entertainment, (4) connectivity, and (5) health and wellness.

Our technology platform includes online publishers, as well as tools and services tailored to consumers, professionals, and organizations looking for technological expertise, authoritativeness and trustworthiness.

We expect our brands to deliver deeply-researched, current, and authentic content, data and services related to technology, culture, and the internet.

Our technology brands include PCMag (which celebrated its 40 th anniversary in 2022), Mashable, and Spiceworks Ziff Davis.

Our publishing brands (including PCMag ) are an online resource for laboratory-based product reviews, technology news, buying guides, and research papers.

We also operate one of the longest running independent testing facilities for consumer technology products.

Founded in 1984, our lab produces unbiased technology product and service reviews, and P CMag ’s “Editor’s Choice” award is recognized globally as a trusted mark for buyers and sellers of technology products and services.

Our publishing sites are also recognized as trusted global sources of stories for more than a dozen platforms, including Instagram, Twitter and Facebook.

We also provide digital content for buyers of IT products and services, allowing IT vendors to identify, reach and influence corporate IT decision makers who are actively researching specific IT purchases.

Mashable is a trusted global media brand publishing premium content for individuals interested in technology and culture.

Mashable produces stories for more than a dozen platforms, including Snapchat, Twitter, and Facebook.

Spiceworks Ziff Davis provides digital content for buyers of IT products and services, allowing IT vendors to identify, reach, and influence corporate IT decision makers who are actively researching specific IT purchases.

Our shopping properties include RetailMeNot , Offers.com, and a collection of event-based commerce sites that seek to influence online purchasing decisions across an array of categories.

Our flagship savings destination, RetailMeNot, seeks to influence consumer purchase decisions through savings and discount opportunities by connecting retail partners with national and international brands with consumer shopping audiences.

RetailMeNot promotional media solutions include mobile coupons and codes, and cash back offers across web, app, and browser extensions.

Offers.com is a coupons and deals website featuring offers from more than 25,000 of the internet’s more popular stores and brands.

Offers.com ’s objective is to help consumers find the best deals on the web.

Additionally, Offers.com employs a process to verify that its coupon codes work, saving consumers time and money.

BlackFriday.com, TheBlackFriday.com, BestBlackFriday.com and DealsofAmerica.com are resources for shoppers to find the best deals and offers from retailers during the height of the holiday shopping season.

Entertainment

Our event-based properties, BlackFriday.com, TheBlackFriday.com, BestBlackFriday.com, and DealsofAmerica.com are resources for shoppers to find the best deals and offers from retailers during the height of the holiday shopping season.

Gaming and Entertainment

Our gaming properties include IGN Entertainment and Humble Bundle .

IGN Entertainment is an internet media brand focused on the video game and entertainment enthusiast markets.

IGN reaches more than 250 million monthly users across 35 platforms and is followed by nearly 50 million social and YouTube followers with 350 million minutes watched monthly.

HumbleBundle.com is a digital subscription and storefront for video games, ebooks, and software.

Our Humble Bundle business is a digital subscription and storefront for video games, ebooks, and software.

Customers purchase monthly subscriptions, product bundles, and individual products through our website.

Revenue is also generated from the direct sale and distribution of video games in which Humble Bundle is the publisher.

In addition, raising money for charity is a core mission for Humble Bundle .

Each product sale transaction at Humble Bundle results in a charitable contribution.

Health and Wellness

Several of our data and services businesses sit at the center of the broadband economy and provide some of the most popular sources of information on internet connectivity.

Ookla provides customers with fixed broadband and mobile network testing applications, data, and analysis.

Over ten million tests are actively initiated by consumers each day across all of Ookla ’s platforms, with more than 45 billion tests completed to date.

As a result, Ookla maintains comprehensive analytics on worldwide internet performance and accessibility.

Ookla solutions have been adopted by a significant number of internet service providers, mobile carriers, and regulatory bodies worldwide and have been translated into dozens of languages for use by thousands of businesses, governments, universities, and trade organizations.

Ookla also offers its customers connectivity monitoring, testing, and insights under the CellRebel, RootMetrics , Solutelia, and SpatialBuzz brands.

Our Ekahau business seeks to provide enterprise solutions to design and manage wireless networks by minimizing network deployment time and ensuring sufficient wireless coverage across the network.

Downdetector offers real-time overviews of status information and outages for services and digital products that consumers use every day.

Health and Wellnes s

Everyday Health Group (“EHG”) operates a portfolio of properties focused on driving better clinical and health outcomes through decision-making informed by highly relevant information, data, and analytics.

The EHG portfolio includes a collection of interactive tools and mobile applications that are designed to enable consumers to manage a broad array of health and wellness needs on a daily basis, including medical conditions, pregnancy, diet, and fitness.

The EHG portfolio also includes educational and professional development services, news, and information for healthcare professionals to stay abreast of industry, legislative, regulatory, and continuing education developments across major medical specialties.

EHG is organized around three audiences:

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Health and Wellness Consumers

Consumer-focused properties include online content, news, interactive tools and applications designed to allow consumers to manage a broad array of health and wellness needs on a daily basis.

Everyday Health , our flagship brand, is a broad-based health information portal that provides consumers with trusted and actionable health and wellness information intended to empower users to better manage their health and wellness.

Castle Connolly , a premier brand in healthcare provider research and rankings, publishes the renowned peer-reviewed Top Doctor series, including America’s Top Doctors .

At present, there are approximately 6%, or over 61,000, of U.S.

physicians across all specialties who have been nominated by their peers and have had their credentials validated by Castle Connolly’s research team.

EHG provides advertisers access to the Everyday Health Trusted Care Access Portfolio (“TCAP”) of digital health properties.

In addition to Everyday Health and other EHG-owned and operated consumer websites, including Diabetes Daily and Migraine Again, TCAP features digital properties of two of the most world-renowned medical centers, to which Everyday Health holds exclusive advertising representation rights.

Consumer-focused properties include digital content and information services ranging from interactive guides, resource centers, special reports, community health tip sharing, newsletters, self-assessment tools, healthcare finders, e-courses, and lifestyle programs.

Everyday Health , our flagship brand, features medically reviewed, award-winning editorial content designed to inspire and enable the active management of health and wellness daily.

In addition to Everyday Health and other EHG -owned and operated consumer websites, including DailyOM , Diabetes Daily, and Migraine Again , EHG provides advertisers access to the Everyday Health Trusted Care Access Portfolio (“TCAP”) of digital health properties.

TCAP features digital properties of two of the most world-renowned medical centers, to which Everyday Health holds exclusive advertising representation rights.

In 2022, we added Lose It!

to our portfolio, a comprehensive, easy-to-use, personal, app-based weight loss program.

Castle Connolly , a premier brand in healthcare provided research and rankings, publishes the renowned peer-reviewed Castle Connolly Top Doctors series.

Pregnancy & Parenting

BabyCenter is the leading global digital pregnancy and parenting resource.

BabyCenter operates nine international versions in seven different languages delivered via websites, mobile apps and online communities.

BabyCenter is a leading global digital pregnancy and parenting resource and operates nine international versions in six different languages delivered via websites, mobile apps, and online communities.

We also operate the digital properties for the What to Expect brand, a leading pregnancy and parenting media resource.

Based on the best-selling pregnancy book, What to Expect When You’re Expecting , by author Heidi Murkoff, the What to Expect website and mobile applications contain interactive content on conception planning and pregnancy, as well as information on raising newborns and toddlers.

Health and Wellness Professionals

For healthcare professionals, we provide digital content that enables healthcare professionals to stay abreast of clinical, industry, legislative and regulatory developments across all major medical specialties.

Our flagship professional property, MedPage Today , delivers daily breaking medical news across all major medical specialties and major public policy developments from Washington D.C.

In 2022, we added Emma’s Diary to our portfolio, which offers advice, guidance and sampling to expectant mothers in the United Kingdom.

Healthcare Professionals

For healthcare professionals, we provide digital content that is designed to enable healthcare professionals to stay abreast of clinical, industry, legislative, and regulatory developments across most major medical specialties.

Our flagship professional property, MedPage Today , delivers daily breaking medical news across major medical specialties and major public policy developments from Washington D.C.

MedPage Today coordinates with leading researchers, clinicians, and academic medical centers to aid in gathering in-depth information for its coverage.

MedPage Today’s excellence has been recognized with awards from the American Society of Healthcare Business Editors, the National Institute for Healthcare Management, the eHealthcare Leadership Awards, the Medical Marketing and Media Awards and the Web Health Awards.

Additionally, MedPage Today was named as a finalist for the Jesse M.

Neal Award and the Gerald M.

PRIME Education provides accredited continuing medical education (“CME”) and continuing education (“CE”) programs to healthcare professionals.

PRIME is nationally recognized for its healthcare outcomes research and its conduct of research-informed and other CME and CE programs in various therapeutic areas.

For two of the last four years, PRIME has been honored by the Alliance for Continuing Education in the Health Professions as winner of the William Campbell Felch Award for Outstanding Research in Continuing Education (“CE”).

Health eCareers provides a digital portal to connect physicians, nurses, nurse practitioners, physician assistants and certified registered nurse anesthetists with jobs in every medical specialty.

Health eCareers contracts with thousands of healthcare employers across the United States and an exclusive network of premier healthcare associations and community partners seeking connections to qualified healthcare professionals to fill open positions.

Subscriptions

We primarily offer subscription and licensing services to businesses for Speedtest Intelligence, which offers up-to-date insights into global fixed broadband and mobile performance data, as well as monthly subscription packages to consumers through Humble Bundle.

Display and Video Advertising

We sell online display and video advertising on our owned-and-operated web properties and on third party sites.

We have contractual arrangements with advertisers either directly or through agencies.

The terms of these contracts specify the price of the advertising to be sold and the volume of advertisements that will be served over the course of a campaign.

In addition to the contracts with advertisers and agencies, we have contractual arrangements with certain third party websites not owned by us and third party advertising networks to deliver online display and video advertising to their websites or to third-party sites.

Performance Marketing

We generate business-to-business leads for IT vendors through the marketing of content, including white papers and webinars, and offer additional lead qualification and nurturing services.

On the consumer side, we generate clicks to online merchants by promoting deals and discounts on our web properties.

We license our proprietary technology, data and intellectual property to third parties for various purposes.

For instance, we will license the right to use PCMag’s “Editors’ Choice” logo and other copyrighted editorial content to businesses whose products have earned such distinction.

MedPage Today has been recognized with awards from prestigious healthcare organizations including the American Society of Healthcare Business Editors, the National Institute for Healthcare Management, and eHealthcare.

EHG offers accredited continuing medical education (“CME”) and continuing education (“CE”) programs to healthcare professionals, through our PRIME Education business.

PRIME is nationally recognized for its research-informed approach to CME and CE programs across a wide range of therapeutic areas.

In numerous peer-reviewed publications, PRIME has demonstrated the impact of its work through measurably improving health care outcomes.

In 2022, PRIME received the prestigious Alliance Industry Summit Best in Class Outcomes Award.

Our Health eCareers business provides a digital portal to connect physicians, nurses, nurse practitioners, physician assistants, and certified registered nurse anesthetists with jobs in every medical specialty.

Health eCareers contracts with thousands of healthcare employers across the United States and an exclusive network of healthcare associations and community partners seeking connections to qualified healthcare professionals to fill open positions.

Competition in the digital media space is fierce and continues to intensify.

Our digital media business competes with (i) diversified internet and digital media companies like IAC/InterActiveCorp, Future PLC, Red Ventures, Internet Brands, (ii) vertical-specific digital media companies like GoodRx, TechTarget, Vox, Centerfield, Doximity, CarGurus and Fandom and (iii) other large sellers of advertising including Google, Facebook, Snap, Twitch and others.

We believe that the primary competitive factors determining our success in the market for our digital media include the reputation of brands as trusted sources of objective information and our ability to attract internet users and advertisers to our web properties and our expertise in multiple methods of monetization.

Our digital media business competes with (i) diversified internet and digital media companies like IAC/InterActiveCorp, Future PLC, Red Ventures, and Internet Brands, (ii) vertical-specific digital media companies like RVO Health, TechTarget, Vox, Centerfield, Doximity, CarGurus, and Fandom and (iii) other large sellers of advertising including Alphabet, Meta, Snap, Twitch, and others.

We believe that the primary competitive factors determining our success in the market for our digital media products and services include the reputation of our brands as trusted sources of objective information, our ability to attract internet users and advertisers to our web properties, and our expertise in multiple methods of monetization.

Some of these companies may have greater financial and other resources than we do.

For more information regarding the competition that we face, please refer to the section entitled Risk Factors contained in Item 1A of this Annual Report on Form 10-K.

For more information regarding the competition that our Digital Media business faces, please refer to the section Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Cybersecurity and Martech

Our Cybersecurity and Martech business provides subscription based, software-as-a-service (“SaaS”) solutions, with relatively stable and predictable revenue and margins from quarter to quarter.

We generate substantially all of our Cybersecurity

and Martech revenues from “fixed” subscription revenues for customer subscriptions and, to a lesser extent, “variable” usage revenues generated from actual usage by our subscribers.

Consumers and businesses of all sizes are increasingly subscribing to cloud-based services to meet their communication, messaging, security, privacy, customer marketing and other needs.

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Livedrive enables our customers to securely back up their data and dispose of tape or other physical systems.

SEOMoz, Kickbox, Campaigner, iContact, and SMTP provide our customers with search engine optimization tools and enhanced email marketing and delivery solutions.

MOZ , Kickbox , Campaigner , iContact , and SMTP provide our customers with search engine optimization tools and enhanced email marketing and delivery solutions.

eVoice and Line2 provide our customers a virtual phone system with various available enhancements.

We believe these services represent more efficient and less expensive solutions than many existing alternatives, and provide increased security, privacy, flexibility and mobility.

We generate substantially all of our Cybersecurity and Martech revenues from “fixed” subscription revenues for basic customer subscriptions and, to a lesser extent, “variable” usage revenues generated from actual usage by our subscribers.

We market our Cybersecurity and Martech offerings to a broad spectrum of prospective business customers including sole proprietors, small to medium-sized businesses, enterprises and government organizations.

We market our Cybersecurity and Martech offerings to a broad spectrum of prospective business customers including sole proprietors, small to medium-sized businesses and enterprises.

We also market our Cybersecurity and Martech offerings to consumers.

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VIPRE Security Group

VIPRE software solutions protect people and businesses from costly and malicious cyber threats.

The VIPRE Security Group’s offerings include endpoint and email security, security awareness training, secure backup and file sharing, and virtual private network solutions.

We offer these services to consumers who are worried about their digital safety and personal information, and to small businesses and mid-sized enterprises who want advanced cyber threat protection.

The VIPRE Security Group offers its services under the following brands.

IPVanish offers one of the fastest virtual private network services in the industry.

The IPVanish network is designed to enable users to browse the internet more securely and anonymously, without restriction.

VIPRE software solutions are designed to protect people and businesses from costly and malicious cyber threats.

VIPRE offerings include comprehensive endpoint and email security, along with threat intelligence for real-time malware analysis.

LiveDrive provides online backup and synchronized storage features for professionals and individuals, and is designed to allow customers to be able to access their files from virtually anywhere at any time so long as they have access to the internet.

Inspired eLearning’s SaaS platform for cybersecurity awareness and compliance training helps enterprises protect their organizations by reducing human-related cybersecurity and workplace incidents.

IPVanish offers one of the fastest virtual private network services in the industry.

The IPVanish network spans over 2,000 servers across more than 75 locations around the world, enabling users to browse the internet securely and anonymously, without restriction.

SugarSync provides online file backup, synchronization and sharing of all of a customer’s documents, photos, music and movies across all of the customer’s computers and mobile devices.

LiveDrive provides online backup and sync storage features for professionals and individuals.

The customers can access their files from anywhere at any time so long as they have access to the internet.

Campaigner , iContact and Kickbox provide email marketing solutions to help small, medium and large businesses strengthen customer relationships and drive sales, and offer professional email campaign creation, advanced list management, segmentation and verification tools, marketing automation, attribution reports and campaign tracking, and targeted email autoresponders and workflows.

SugarSync provides online file backup, synchronization and sharing of a customer’s documents, photos, music and movies across a customer’s desktops, laptops, mobile, and other devices.

The MOZ Group’s offerings include email marketing and delivery solutions, search engine optimization tools, and voice and text communication services.

We offer these services to sole proprietors, small businesses, and mid-sized enterprises, enabling them to connect directly with their customers and grow the revenue of their businesses.

The MOZ Group offers its services under the following brands.

Campaigner , iContact, and Kickbox provide email marketing solutions to help small, medium, and large businesses strengthen customer relationships and drive sales through professional email campaign creation, advanced list management, segmentation tools, verification tools, marketing automation, attribution reports, campaign tracking, and targeted email auto responders and workflows.

MOZ Pro, MOZ Local, and Stat Analytics offer search engine optimization services that are used to help understand and improve traffic, rankings, and visibility in search results.

eVoice is a virtual phone system that provides small and medium-sized businesses on-demand voice communications services.

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These services also include advanced integrated voicemail for each extension.

Line2 is a cloud phone service which allows users to add a 2nd line to a mobile device.

Line2 enables users to separate work and personal calls on a single device and includes standard business phone service features such as SMS, MMS, auto attendant, call routing, call forwarding, voicemail, call queue, toll-free and vanity numbers.

Moz Pro, Moz Local and Stat Analytics offer search engine optimization services that are used to help understand and improve traffic, rankings and visibility in search results.

Our Cybersecurity and Martech business faces competition from, among others, email marketing solution providers, marketing automation services, cyber security software and service vendors, and virtual private networks.

Our online cybersecurity solutions compete against publicly traded and privately-held providers of cybersecurity solutions and related software, such as NortonLifeLock, Kape Technologies, KnowBe4 and Malwarebytes.

Line2 is a cloud phone service which allows users to add a second line to a mobile device.

Our Cybersecurity and Martech business faces competition from, among others, email marketing solution providers, marketing automation services, cybersecurity software and service vendors, and virtual private networks.

Our online cybersecurity solutions compete against publicly-traded and privately-held providers of cybersecurity solutions and related software, such as Palo Alto Networks, Crowdstrike, Proofpoint, NortonLifeLock, Kape Technologies, KnowBe4, and Malwarebytes.

Our marketing technology solutions compete directly with various providers of search engine optimization technology and communication platforms that provide email and voice-related services to small- and medium-sized businesses, including companies like SEMRush, MailChimp, The Campaign Monitor Group, Constant Contact, and Dialpad.

Our Cybersecurity and Martech business also competes against diversified and acquisitive vertical market software providers like Constellation Software.

Some of these companies may have greater financial and other resources than we do.

We believe that the primary competitive factors determining our success in the market for our Cybersecurity and Martech include financial strength and stability;

Some of our competitors may have greater financial and other resources than we do.

We believe that the primary competitive factors determining our success in the market for Cybersecurity and Martech services include our financial strength and stability;

reputation for reliability and security of service;

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and local language sales, messaging, and support.

For more information regarding the competition that we face, please refer to the section entitled Risk Factors contained in Item 1A of this Annual Report on Form 10-K.

For more information regarding the competition that our Cybersecurity and Martech businesses faces, please refer to the section entitled Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Revenues associated with our Digital Media business are subject to seasonal fluctuations, becoming most active during the fourth quarter holiday period due to increased retail activity.

Our Cybersecurity and Martech revenues are impacted by the number of effective business days in a given period.

We traditionally experience lower than average Cybersecurity and Martech usage and customer sign-ups in the fourth quarter.

Patents and Proprietary Rights

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We have generated royalties from licensing certain of our patents and have enforced certain patents against companies using our patented technology without our permission.

We seek patents for inventions that may contribute to our business or technology sector.

We seek patents for inventions that may contribute to our business or the technology sector.

In addition, we have multiple pending U.S.

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Many of these trademarks are registered worldwide, and numerous trademark applications are pending around the world.

We hold numerous internet domain names, including “everydayhealth.com”, “retailmenot.com”, “pcmag.com”, “ign.com”, “speedtest.net”, “offers.com”, “humblebundle.com”, “mashable.com”, and “babycenter.com”, among others.

We hold numerous internet domain names, including “everydayhealth.com”, “retailmenot.com”, “pcmag.com”, “ign.com”,

“speedtest.net”, “offers.com”, “humblebundle.com”, “mashable.com”, and “babycenter.com”, among others.

We have filed to protect our rights to our brands in certain alternative top-level domains such as “.org”, “.net”, “.biz”, “.info” and “.us”, among others.

Like other technology-based businesses, we face the risk that we will be unable to protect our intellectual property and other proprietary rights, and the risk that we will be found to have infringed the proprietary rights of others.

For more information regarding these risks, please refer to the section entitled Risk Factors contained in Item 1A of this Annual Report on Form 10-K.

Government Regulation

We are subject to a number of foreign and domestic laws and regulations that affect companies conducting business over the internet and, in some cases, using services of third-party telecommunications and internet service providers.

These include, among others, laws and regulations addressing privacy, data storage, retention and security, freedom of expression, content, taxation, numbers, advertising and intellectual property.

With respect to most of our business, we are not a regulated telecommunications provider in the U.S.

For information about the risks we face with respect to governmental regulation, please see Item 1A of this Annual Report on Form 10-K entitled Risk Factors.

Revenues associated with our Digital Media operations are subject to seasonal fluctuations, becoming most active during the fourth quarter holiday period due to increased retail activity.

Our Cybersecurity and Martech revenues are impacted by the number of effective business days in a given period.

We traditionally experience lower than average Cybersecurity and Martech usage and customer sign-ups in the fourth quarter.

For more information regarding these risks, please refer to the section entitled Risk Factors contained in Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Research and Development

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Our research, development and engineering expenditures were $74.1 million, $78.9 million and $57.1 million for the fiscal years ended December 31, 2022, 2021 and 2020, respectively.

For more information regarding the technological risks that we face, please refer to the section entitled Risk Factors contained in Item 1A of this Annual Report on Form 10-K.

For more information regarding the technological risks that we face, please refer to the section entitled Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Government Regulation

These include, among others, laws and regulations addressing privacy, data storage, retention and security, freedom of expression, content, taxation, numbers, advertising, and intellectual property.

For information about the risks we face with respect to governmental regulation, please see Item 1A.

Risk Factors of this Annual Report on Form 10-K.

Human Capital Resources

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Acquisition Strategy Impact on Human Capital

Since 2012, we have deployed more than $2.8 billion on more than 80 acquisitions across the globe in a variety of verticals within the internet and software categories.

Welcoming and integrating new groups of employees - each group with its own unique culture, organizational norms, and expectations - is a strength of ours.

We have developed processes to reduce the human capital risk associated with our acquisition strategy, and we believe that our ability to effectively integrate new employees and businesses is a core competency for Ziff Davis.

Culture at Ziff Davis operates on two levels.

While we have a strong enterprise-wide culture that focuses on our core values – leadership, collaboration, efficiency, innovation, and purpose – we also have a strong network of micro-cultures that operate within many of our businesses and drive their success.

The Company has made more than 80 acquisitions since its inception, including six during 2022 (exclusive of any acquisitions that were part of businesses we have since divested).

We believe that welcoming and integrating new groups of employees where each group has its own unique culture, organizational norms, and expectations, is a strength of ours.

We believe that our integration approach reduces the human capital risk associated with our acquisition strategy, and we believe that our ability to effectively integrate new employees and businesses is a core competency of the Company.

Culture at the Company operates on two levels.

While we have a strong enterprise-wide culture that focuses on our core values – diversity, equity and inclusion, environmental sustainability, community, data privacy and security, and governance – we also have a strong network of micro-cultures that operate within many of our businesses and drive their success.

Integrating those micro-cultures and values is important;

we work hard to foster an environment of collaboration and embrace the power of small groups working together.

An important dimension of the enterprise culture at Ziff Davis stems from our belief that profitability and corporate responsibility go hand in hand.

An important dimension of the enterprise culture at Ziff Davis continues to stem from our belief that profitability and corporate responsibility go hand in hand.

We believe that “Doing is Greater than Talking,” which has been a rallying cry to employees, galvanizing them to take action to create social value and impact.

With their work and many contributions, our employees play a crucial role in supporting Ziff Davis’s “Five Pillars of Purpose,” which today include:

With their work and many contributions, our employees play a crucial role in supporting the Company’s “Five Pillars of Purpose,” which continue to include:

Diversity, Equity & Inclusion - Reinforce our diverse workforce, reflect our diverse audiences, and extend upon our inclusive culture.

Data - Protect our data and customer data, ensure our product security, and respect the data privacy rights of our users.

Environmental Sustainability - Reduce our environmental footprint and continue helping customers and users reduce their footprint.

Community - Support our employees worldwide and positively impact the communities around us.

Data Privacy and Security - Protect our data and customer data, ensure our product security, and respect the data privacy rights of our users.

Governance - Represent shareholders’ best interests with our rigorous and transparent corporate governance structure.

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Our Digital Media audiences and Cybersecurity and Martech services users are diverse – gender, race, ethnicity, age, orientation, geography, education, background, interests, and more.

We believe that for our business to succeed over the long term, Ziff Davis must have an inclusive corporate culture that embraces diversity and promotes equity across our enterprise.

We are taking steps to promote that culture.

We believe that for our business to succeed over the long term, the Company must have an inclusive corporate culture that embraces diversity and promotes equity across our enterprise.

We continue to take steps to promote that culture.

To date, we have:

• created Ziff Davis Council, a diverse group of employees that develops recommendations for recruiting, mentorship, and advancement;

• supported five Employee Resource Groups to increase opportunities for networking, learning, and development, with more groups to come;

• promoted training and education through our Racism in America speaker series and through expanded mandatory training that includes Managing Bias and Diversity & Inclusion;

• Created the Ziff Davis Diversity Council, a diverse group of employees that develops recommendations for recruiting, mentorship, and advancement;

• Supported six Employee Resource Groups to increase opportunities for networking, learning, and development;

• Expanded the Employee Resource Group program to include the Family Employee Resource Group (“ERG”) for caregivers, with more groups to come;

• Introduced DEI targets into our executive compensation program beginning in 2021;

• Launched a mentorship program for all employees to leverage internal leadership and expertise.

We believe that transparency and accountability are important parts of managing human capital risk.

To that end, in 2021 we published our second Annual Diversity Report, available on our website, which details our workforce race representation, gender representation, and details how those differ between our overall workforce and our senior employees, as well as introducing commitments to DEI initiatives within our current and future workforce.

To that end, in 2022 we published our third Annual Diversity Report, available on our website, which details our workforce race representation, gender representation, and details how those differ between our overall workforce and our senior employees, as well as introducing commitments to DEI initiatives within our current and future workforce.

We are proud of our progress to date – and we recognize we have much more to do.

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We have had success in this area:

37 percent of all recent new hires have been people of color, and 57 percent of recent new hires in the U.S.

36 percent of all recent new hires in the U.S.

have been people of color, and 58 percent of recent new hires in the U.S.

have been women.

We are working to proactively attract more diverse talent;

we have doubled our referral bonus paid to employees when we hire a person of color they recommend, and we are partnering with Jopwell and the Professional Diversity Network to advertise our open roles to employees aligning with a multitude of identity groups.

we double our referral bonus paid to employees when we hire a person of color they recommend;

we continued our partnership with Professional Diversity Network to advertise our open roles to employees aligning with a multitude of identity groups;

and we became a 2022 Afrotech conference sponsor.

Employee Compensation & Benefits

Compensation is an important consideration for all of our employees and we strive to pay competitive compensation packages that reflect the success of the business and the individual contributions of each colleague.

We are committed to fair pay practices;

roles are periodically benchmarked to help inform where adjustments may be needed.

We are committed to fair pay practices and roles are periodically benchmarked to help inform where adjustments may be needed.

We care for our employees by providing benefits we believe are effective at attracting and retaining the talent critical for our success and, more importantly, assist in their day to day well-being.

Those benefits include comprehensive health insurance coverage and covering 83% of health insurance premiums for covered U.S.

employees, an employee stock purchase program, flexible time off, free access to telemedicine, up to 16 weeks of paid parental leave for birth parents, family planning support, 16 hours annually of fully paid Volunteer Time Off, partnering with Benevity to support volunteer event opportunities globally, and a program encouraging personal paths to wellness called “Wellness Your Way.”

Those benefits include comprehensive health insurance coverage, covering 83% of health insurance premiums for covered U.S.

employees in each of last three years, an employee stock purchase program, 401k program, flexible time off, free access to telemedicine, and up to 16 weeks of paid parental leave for birth parents.

In addition, we offer paid sick, military, jury duty, and bereavement leave, paid short and long term disability leave, family planning support, a program offering free access to meditation and healthy eating apps, and monthly webinars focused on wellness through the “Wellness Your Way” program.

We support our local communities by providing employees with 16 hours annually of fully paid Volunteer Time Off, partnering with Benevity to support volunteer event opportunities globally.

We also expanded our Employee Assistance Fund (“EAF”) with America’s Charities to help employees impacted by unexpected financial hardship resulting from natural and other disasters as well as personal hardship, supporting employees from India, the United States, and Canada, with plans to add more countries in the future.

Creating a culture where all colleagues feel supported and valued is paramount to our corporate mission.

The ongoing COVID-19 pandemic has led to unique challenges, and we are striving to ensure the health, safety and general well-being of our colleagues.

In 2020, we introduced a mental health education program which continued with quarterly events throughout 2021.

We have a mental health education program with quarterly events held throughout the year.

We continue to evolve our programs to meet our colleagues’ health and wellness needs, which we believe is essential to attract and retain employees of the highest caliber, and we offer a competitive benefits package focused on fostering work/life integration.

Environment, Social and Governance

In March 2022, Ziff Davis issued its first annual Environmental, Social & Governance (“ESG”) Report.

Included in the report were the findings from our first GreenHouse Gas inventory, which calculates our Scope 1, 2, and 3 emissions.

Our ESG efforts focused on five critical pillars:

diversity, equity and inclusion;

environmental sustainability;

data privacy and security;

and governance.

The report highlighted the policies, programs and practices Ziff Davis has in place to tackle critical challenges and the tangible results we have already achieved across our business, within our industry, and in our communities.

Included in the report are details about several new programs including our Global Mentorship Program, and Internal Mobility Program, among others.

Available Information

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the Securities and Exchange Commission (the “SEC”).

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act of 1934”) with the Securities and Exchange Commission (the “SEC”).

Such reports and other information and amendments thereto filed or furnished by the Company with the SEC are available free of charge on the Company’s website at www.ziffdavis.com as soon as reasonably practicable after we file such reports with, or furnish them to, the SEC’s website.

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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 1. Business