What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-01 compared with 2022-03-15 · 102 added, 100 removed, 629 unchanged (24% of the section changed)

13 unchanged sentences

or international tax legislation, assessments or audits by taxing authorities, and potential exposure to additional tax liabilities (including with respect to sales and use, telecommunications, or similar taxes).

• We face risks associated with political instability and volatility in the economy.

• We face risks associated with weakened global and U.S.

economic conditions, volatility in the economy, and political instability.

• The markets in which we operate are highly competitive, and we may not be successful in growing our brands or revenue.

4 unchanged sentences

• Our businesses depend in part on attracting visitors to our websites from search engines.

• The COVID-19 pandemic and related governmental response, and related labor shortages, supply chain disruptions, and inflation, could negatively affect our business, operations and financial performance.

• We may be subject to risks from international operations, including risks associated with currency fluctuations and foreign exchange controls and other adverse changes in global financial markets, including unforeseen global crises such as war, strife, strikes, global health pandemics, as well as risks associated with international laws and regulations.

1 unchanged sentence

• Our business is dependent on the supply of services and other business requirements from other companies.

• Our business is dependent on our retention of our executive officers, senior management and our ability to hire and retain key personnel.

• Our business is dependent on our retention of our executive officers, and senior management, and our ability to hire and retain key personnel.

• Our level of indebtedness could adversely affect our financial flexibility and our competitive position, and we require significant cash to service our debt and fund our capital requirements.

• We are exposed to risk if we cannot maintain or adhere to our internal controls and procedures.

• We identified a material weakness which could adversely affect our business, reputation, results of operations and stock price.

• We face risks associated with our 1.75% Convertible Notes and 4.625% Senior Notes, including the possibility of changes in interest deductions, triggering of the conditional conversion feature, lack of funds to settle conversions, redemptions or repurchase of the notes, use of particular accounting methods, and imposition of restrictions on future debt.

• We previously identified a material weakness in 2021, which has since been remediated, but which may have adversely affected our business, reputation, results of operations, and stock price.

• Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements.

• Potential indemnification liabilities to Consensus pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations, and cash flows.

• ESG matters, as well as related reporting obligations, expose us to risks that could adversely affect our reputation and performance.

Risks Related To Our Industries

2 unchanged sentences

• We operate across many different markets and may be exposed to a variety of government and private actions or self-regulatory developments regarding data privacy and security.

• Data privacy and security regulations such as the GDPR and the CCPA impose significant compliance costs and expose us to substantial risks, particularly with respect to health data and other sensitive data.

• Data privacy and security regulations such as the GDPR, the CCPA, and CDPA impose significant compliance costs and expose us to substantial risks, particularly with respect to health data and other sensitive data.

• Developments in the healthcare industry and associated regulations could adversely affect our business, including our Everyday Health Group set of brands.

11 unchanged sentences

Acquisitions and investments in our business have historically played a significant role in our growth and we anticipate that they will continue to do so.

We must acquire additional or invest in new or current businesses, products, services and technologies that complement or augment our service offerings and customer base in order to sustain our rate of growth.

We plan to acquire additional or invest in new or current businesses, products, services and technologies that complement or augment our service offerings and customer base in order to enhance our rate of growth.

We may not successfully identify suitable acquisition candidates or investment strategies, manage disparate technologies, lines of business, personnel and corporate cultures, realize our business strategy or the expected return on our investment, or manage a geographically dispersed company.

26 unchanged sentences

Some of these factors include (a) budget constraints of our advertisers, (b) cancellations or delays of projects by our advertisers due to numerous factors, including but not limited to, supply chain issues, (c) the cyclical and discretionary nature of advertising spending, (d) general economic, internet-related, and media industry conditions, (e) tax and other legislation and regulation, as well as (f) extraordinary events, such as war, acts of terrorism or aggression, extreme weather events including as exacerbated by climate change, and pandemics or other public health crises.

Further, impairment of our ability to produce and/or participate in “live events” for an indefinite period of time as occurred during the COVID-19 pandemic, due to any such extraordinary or other circumstances may result in a reduction of spending or loss of current or potential advertisers.

The state of the global economy and availability of capital has impacted and could further impact the advertising spending patterns of existing and potential advertisers.

Any reduction in spending by, or loss of, existing or potential advertisers would negatively impact our revenue and operating results.

Continued reduction in spending by, or loss of, existing or potential advertisers would negatively impact our revenue and operating results.

Further, we may be unable to adjust our expenses and capital expenditures quickly enough to compensate for any unexpected revenue shortfall.

1 unchanged sentence

Our future success depends in part on the ability of our Digital Media business to aggregate compelling content and deliver that content through our online properties.

We believe that users will increasingly demand high-quality content and services including more video and mobile-specific content.

Users are increasingly demanding high-quality content and services including more video and mobile-specific content.

Such content and services may require us to make substantial payments to third parties if we are unable to develop content of our own.

1 unchanged sentence

In addition, as new methods for accessing the internet become available, including through alternative devices, we may need to enter into amended agreements with existing third-party providers to cover the new devices.

We may be unable to enter into new, or preserve existing, relationships with the third-parties whose content or services we seek to obtain.

We may be unable to enter into new, or preserve existing, relationships with the third-parties whose content or services we seek to

In addition, as competition for compelling content increases both domestically and internationally, our third-party providers may increase the prices at which they offer their content and services to us and potential providers may not offer their content or services to us at all, or may offer them on terms that are not agreeable to us.

8 unchanged sentences

Our Digital Media business has invested significant resources in developing its research, analytics, and campaign effectiveness capabilities and expects to continue to do so in the future.

Our ability, however, to demonstrate the value of advertising and sponsorship on Digital Media business properties will depend, in part, on the sophistication of the analytics and measurement capabilities, the actions taken by our competitors to enhance their offerings, whether we meet the ROI expectations of our customers, and a number of other factors.

Our ability, however, to demonstrate the value of advertising and sponsorship on Digital Media business properties depends, in part, on the sophistication of the analytics and measurement capabilities, the actions taken by our competitors to enhance their offerings, whether we meet the ROI expectations of our customers, and a number of other factors.

If we are unable to maintain sophisticated marketing and communications solutions that provide value to our customers or demonstrate our ability to provide value to our customers, our financial results will be harmed.

3 unchanged sentences

There can be no assurance that our existing and planned precautions of backup systems, regular data backups, security protocols, and other procedures will be adequate to prevent significant damage, system failure or data loss, and the same is true for our partners, vendors, and other third parties on which we rely.

We have experienced automated log in attempts to gain unauthorized access to customer accounts.

We have experienced attempts to gain unauthorized access to customer accounts.

To date, these events have not resulted in the material impairment of any business operations.

4 unchanged sentences

Moreover, a significant portion of our operations relies heavily on the secure processing, storage, and transmission of confidential and other sensitive data.

For example, a significant number of our Cybersecurity and Martech customers authorize us to bill their credit or debit card accounts directly for all transaction fees charged by us.

We rely on encryption and authentication technology to effect secure transmission of confidential information, including customer credit and debit card numbers.

For example, a significant number of our Cybersecurity and Martech customers authorize us to bill them directly for all transaction fees charged by us.

We rely on encryption and authentication technology to effect secure transmission of confidential information, including customer financial information is highly dependent on our billing systems functioning.

Advances in computer capabilities, new discoveries in the field of cryptography, or other developments may result in a material compromise or breach of the technology used by us, our partners, our vendors, or other third parties to protect transaction and other confidential data.

2 unchanged sentences

We maintain insurance related to cybersecurity risks, but this insurance may not be sufficient to cover all of our losses from any breaches or other adverse consequences related to a cybersecurity-event.

Any of these events could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows, or our reputation could cause us to suffer other negative consequences.

Any of these events could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows, or a negative impact to our reputation could cause us to suffer other negative consequences.

For example, we may incur remediation costs (such as liability for stolen assets or information, repairs of system damage, and incentives to customers or business partners in an effort to maintain relationships after an attack);

increased cybersecurity protection costs (which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants);

increased cybersecurity

protection costs (which may include the costs of making organizational changes, deploying additional personnel and protection technologies, training employees, and engaging third-party experts and consultants);

lost revenues resulting from the unauthorized use of proprietary information or the failure to retain or attract customers following an attack;

8 unchanged sentences

We are a U.S.-based multinational company subject to taxes in the U.S.

and numerous foreign jurisdictions, including Ireland, where a number of our subsidiaries are organized.

and numerous foreign jurisdictions where a number of our subsidiaries are organized.

Our provision for income taxes is based on a jurisdictional mix of earnings, statutory tax rates, and enacted tax rules, including transfer pricing.

25 unchanged sentences

Such tax assessments, penalties and interest or future requirements may materially adversely affect our business, financial condition, and operating results.

Political instability and volatility in the economy may adversely affect segments of our customers, which may result in decreased usage and advertising levels, customer acquisition and customer retention rates and, in turn, could lead to a decrease in our revenues or rate of revenue growth.

Certain segments of our customers may be adversely affected by political instability and volatility in the general economy or any downturns.

To the extent these customers’ businesses are adversely affected by political instability or volatility, their usage of our services and/or our customer retention rates could decline.

This may result in decreased cloud services subscription and/or usage revenues and decreased advertising, e-commerce or other revenues, which may adversely impact our revenues and profitability.

Weakened global and U.S.

economy conditions, volatility in the economy, and political instability may adversely affect us and certain of our customers, which may result in, among other things, decreased usage and advertising levels, as well as decreased customer acquisition and customer retention rates and, in turn, could lead to a decrease in our revenues or rate of revenue growth.

Our overall performance depends in part on general global and U.S.

economic conditions.

Weakened global and U.S.

economic conditions (including reduced economic growth, recessions, inflationary conditions, rising interest rates, and increased unemployment), volatility in the economy, and political instability may affect us and certain of our customers.

Among other things, such conditions may lead, and have in the past led, to decreased usage of our services, decreased retention rates, decreased advertising, e-commerce, subscription or other revenues, and increased costs.

The COVID-19 pandemic, and the reactions of governmental and public health authorities and others to the pandemic, disrupted and may continue to disrupt economic activity, resulting in reduced commercial and consumer confidence and spending, increased unemployment, inflation, volatility in the global economy, instability in the credit and financial markets, labor shortages, and disruption in supply chains.

These each may impact, and have in the past impacted, our revenues and profitability.

For example, in connection with the conflict between Russia and Ukraine, the U.S.

governments have imposed severe economic sanctions and export controls and have threatened additional sanctions and controls.

and other governments have imposed severe economic sanctions and export controls and have threatened additional sanctions and controls.

The full impact of these measures, or of any potential responses to them by Russia or other countries, on the businesses and results of operations or our customers or us is unknown.

Climate change may have a long-term impact on our business.

Climate change may have an adverse impact on our business locations, and those of our customers and vendors.

For example, our business locations, or those of our customers and vendors, may experience adverse climate-related events, including fluctuations in temperature or water availability, floods, wildfires (and resultant air quality impacts), and power shutoffs associated with these events.

A climate-related event that destroys or disrupts any of our critical systems could severely impact our ability to conduct business, and we cannot ensure that our systems and data centers will remain fully operational during and immediately after such an event or disruption.

Climate-related events also pose risks to our employees’ ability to stay connected and perform their job duties, particularly for those who work from home.

We may experience increased employee turnover, business losses or additional costs to maintain or resume operations due to climate-related events.

In addition, changes in regulatory requirements, markets and shareholder expectations regarding climate change may impact our business, financial condition and results of operations.

We have begun the assessment and management of climate-related risks to our operations, including through our Environmental, Social and Governance Committee, but we cannot ensure that we are fully able to assess or manage such risks.

The markets in which we operate are highly competitive and some of our competitors may have greater resources to commit to growth, superior technologies, cheaper pricing, or more effective marketing strategies.

13 unchanged sentences

Similarly, the advertising networks operated by our competitors or by other participants in the display marketplace offer services that directly compete with our offerings for advertisers, including advertising exchanges, ad networks, demand side platforms, ad serving technologies, and sponsored search offerings.

We also compete with traditional print and broadcast media companies to attract advertising spending.

We also compete with traditional

print and broadcast media companies to attract advertising spending.

Some of our existing competitors and possible entrants may have greater brand recognition for certain products and services, more expertise in a particular segment of the market, and greater operational, strategic, technological, financial, personnel, or other resources than we do.

36 unchanged sentences

The opinion of outside counsel and the IRS private letter ruling were based, among other things, on various facts and assumptions, as well as certain representations, statements and undertakings of Ziff Davis and Consensus (including those relating to the past and future conduct of Ziff Davis and Consensus).

If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if Ziff Davis or Consensus breach any of their respective covenants contained in any of the separation-related agreements or in the documents relating to the IRS private letter ruling and/or any opinion, the IRS private letter ruling and/or any opinion may be invalid.

If any of these facts, assumptions, representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if Ziff Davis or

Consensus breach any of their respective covenants contained in any of the separation-related agreements or in the documents relating to the IRS private letter ruling and/or any opinion, the IRS private letter ruling and/or any opinion may be invalid.

Accordingly, notwithstanding receipt of the IRS private letter ruling and/or opinions of counsel or other external tax advisors, the IRS could determine that the distribution and certain related transactions should be treated as taxable transactions for U.S.

4 unchanged sentences

federal income tax purposes or that a court would not sustain such a challenge.

In the event the IRS were to prevail with such a challenge, Ziff Davis, Consensus and Ziff Davis’s stockholders could be subject to significant U.S.

In the event the IRS were to prevail with such a challenge, Ziff Davis, Consensus and Ziff Davis’ stockholders could be subject to significant U.S.

federal income tax liability.

27 unchanged sentences

If we are unable to meet these new standards, we could be unable to accept credit cards.

Further, the law relating to the liability of providers of online payment services is currently unsettled and states may enact their own rules with which we may not comply.

Further, the law relating to the liability of providers of online payment services is currently unsettled and states may enact their

own rules with which we may not comply.

Substantial losses due to fraud or our inability to accept credit card payments, which could cause our paid subscriber base to significantly decrease, could have a material adverse effect on our business, prospects, financial condition, operating results and cash flows.

6 unchanged sentences

We may be engaged in legal proceedings that could cause us to incur unforeseen expenses and could divert significant operational resources and our management’s time and attention.

From time to time, we are subject to litigation or claims or are involved in other legal disputes or regulatory inquiries, including in the areas of patent infringement and antitrust, that could negatively affect our business operations and financial condition.

From time to time, we are subject to litigation or claims or are involved in other legal disputes or regulatory inquiries, including in the areas of patent infringement and data privacy, that could negatively affect our business operations and financial condition.

Such disputes could cause us to incur unforeseen expenses, divert operational resources, occupy a significant amount of our management’s time and attention and negatively affect our business operations and financial condition.

12 unchanged sentences

Major search engines frequently modify their search algorithms.

Changes in these algorithms could cause our websites to receive less favorable placements, which could reduce the number of users who visit our websites.

Changes in search engine algorithms or user interfaces could cause our websites to receive less favorable placements, which could reduce the number of users who visit our websites.

In addition, we use keyword advertising to improve our search ranking and to attract users to our sites.

2 unchanged sentences

An attempt to replace this traffic through other channels may require us to increase our sales and marketing expenditures, which would adversely affect our operating results and which may not be offset by additional net revenues.

Pandemics, such as the COVID-19 pandemic, or other public health crises and related governmental response could negatively affect our business, operations and financial performance.

The impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility and overall uncertainty.

Among other things, the COVID-19 pandemic resulted in travel bans around the world, declarations of states of emergency, stay- or shelter-at-home requirements, business and school closures and manufacturing restrictions.

In addition, the COVID-19 pandemic contributed to (i) increased unemployment and decreased consumer confidence and business generally;

(ii) sudden and significant declines, and significant increases in volatility, in financial and capital markets;

(iii) strain on global supply chains;

(iv) inflation;

(v) increased spending on our business continuity efforts, which has required and may further require that we cut costs or investments in other areas;

and (vi) heightened cybersecurity, information security and operational risks as a result of work-from-home arrangements.

In addition, even as the initial effects of the pandemic and related governmental responses have begun to subside, others have arisen such as labor shortages, supply chain disruptions, and inflation.

Although certain of the measures taken to mitigate the pandemic have eased, overall measures to contain the COVID-19 pandemic may remain in place for a significant period of time, and certain geographic regions are experiencing resurgences of COVID-19 infections.

The extent of any continued or future adverse effects of the COVID-19 pandemic will depend on future developments, which are highly uncertain and outside our control, including the scope and duration of the pandemic, the direct and indirect impact of the pandemic on our employees, customers, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic.

Further, the COVID-19 pandemic may also have the effect of heightening many of the other risks described in this section entitled “Risk Factors” or in the “Risk Factors” section of any subsequent Quarterly Report on Form 10-Q.

We cannot predict at this time the extent to which the COVID-19 pandemic or any other pandemic or public health crisis might negatively affect our business, operations and financial performance.

As we continue to grow our international operations, adverse currency fluctuations and foreign exchange controls could have a material adverse effect on our financial condition and results of operations.

3 unchanged sentences

Changes in currency exchange rates may also affect the relative prices at which we and foreign competitors sell our services in the same market.

In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations.

In addition, changes in the value of the relevant currencies may affect the cost

of certain items required in our operations.

Furthermore, we may become subject to exchange control regulations, which might restrict or prohibit our conversion of other currencies into U.S.

14 unchanged sentences

Further, the impact on the global economy as a result of unforeseen global crises such as war, acts of terrorism or aggression or strife, strikes, global health pandemics, earthquakes or major weather events, including as exacerbated by climate changes, or other events outside of our control could negatively impact our revenue and operating results.

Inadequate intellectual property protections could prevent us from defending our proprietary technology and intellectual property.

We may be found to infringe the intellectual property rights of others, and we may be unable to defend our proprietary technology and intellectual property.

Our success depends, in part, upon our proprietary technology and intellectual property.

15 unchanged sentences

Further, we may not have been and may not be able to detect unauthorized use of our technology or intellectual property, or to take appropriate steps to enforce our intellectual property rights.

Companies that operate in the same industry as our Cybersecurity and Martech and Digital Media businesses have experienced substantial litigation regarding intellectual property.

Currently, we have pending patent infringement lawsuits, both offensive and defensive, against several companies in this industry.

Furthermore, we may find it necessary or appropriate to initiate claims or litigation to enforce our intellectual property rights or determine the validity and scope of intellectual property rights claimed by others.

Companies that operate in the same industry as our Digital Media and Cybersecurity and Martech businesses have experienced substantial litigation regarding intellectual property.

We may find it necessary or appropriate to initiate claims or

litigation to enforce our intellectual property rights or determine the validity and scope of intellectual property rights claimed by others.

This or any other litigation to enforce or defend our intellectual property rights may be expensive and time-consuming, could divert management resources, and may not be adequate to protect our business.

We may be found to have infringed the intellectual property rights of others, which could expose us to substantial damages or restrict our operations.

We have been and expect to continue to be subject to legal claims that we have infringed the intellectual property rights of others.

The ready availability of damages and royalties and the potential for injunctive relief have increased the costs associated with litigating and settling patent infringement claims.

In addition, we may be required to indemnify our resellers and users for similar claims made against them.

In addition, we may be required to indemnify our resellers, customers, and users for similar claims made against them.

Any claims, whether or not meritorious, could require us to spend significant time, money, and other resources in litigation, pay damages and royalties, develop new intellectual property, modify, design around, or discontinue existing products, services, or features, or acquire licenses to the intellectual property that is the subject of the infringement claims.

6 unchanged sentences

Any disruption in the services provided by any of these suppliers, any adverse change in access to their platforms or services or in their terms and conditions of use or services, or any failure by them to handle current or higher volumes of activity could have a material adverse effect on our business, prospects, financial condition, operating results, and cash flows.

To obtain new Cybersecurity and Martech customers, we have marketing agreements with operators of leading search engines and websites and employ the use of resellers to sell our products.

To obtain new customers, we have marketing agreements with operators of leading search engines and websites and employ the use of resellers to sell our products.

These arrangements typically are not exclusive and do not extend over a significant period of time.

15 unchanged sentences

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy, or other general corporate purposes.

In addition, the indenture governing our 4.625% Senior Notes (the “4.625 Senior Notes”) contains, and the agreements evidencing or governing other future indebtedness may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interests.

Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

The indenture governing the 4.625% Senior Notes contains a number of restrictive covenants that impose significant operating and financial restrictions and may limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions, or otherwise restrict our activities or business plans.

In addition, the indentures governing our 4.625% senior notes due 2030 (the “4.625% Senior Notes”) and our 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”) contain, and the agreements evidencing or governing other future indebtedness (“Subsequent Debt Agreements”) may contain, restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interests.

The restricted covenants contained in the indentures governing the 4.625% Senior Notes and the 1.75% Convertible Notes impose significant operating and financial restrictions and may limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions, or otherwise restrict our activities or business plans.

These include restrictions on our ability to:

9 unchanged sentences

• effect a consolidation or merger.

A breach of the covenants under the indenture governing the 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”) or the 4.625% Senior Notes could result in an event of default.

Such a default may allow the note holders to accelerate the 1.75% Convertible Notes or 4.625% Senior Notes and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

In the event the holders of our 1.75% Convertible Notes or 4.625% Senior Notes accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness or our other indebtedness.

We are exposed to risk if we cannot maintain or adhere to our internal controls and procedures.

We have established and continue to maintain, assess, and update our internal controls and procedures regarding our business operations and financial reporting.

Our internal controls and procedures are designed to provide reasonable assurances regarding our business operations and financial reporting.

However, because of the inherent limitations in this process, internal controls and procedures may not prevent or detect all errors or misstatements.

To the extent our internal controls are inadequate or not adhered to by our employees, our business, financial condition, and operating results could be materially adversely affected.

As reported elsewhere in this Annual Report on Form 10-K, we experienced a material weakness in our internal control related to our accounting for the Consensus Spin-Off.

Although this control weakness did not result in any material misstatement of our consolidated financial statements for the periods presented, it is reasonably possible that it could have led to a material misstatement of account balances or disclosures.

We cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future.

If we are not able to maintain internal controls and procedures in a timely manner, or without adequate compliance, we may be unable to accurately or timely report our financial results or prevent fraud and may be subject to sanctions or investigations by regulatory authorities such as the SEC or Nasdaq.

Any such action or restatement of prior-period financial results as a result could harm our business or investors’ confidence in the Company, and could cause our stock price to fall.

Subsequent Debt Agreements may contain similar restrictive covenants.

A breach of the covenants under the indenture governing the 1.75% Convertible Notes or the indenture governing the 4.625% Senior Notes or under any Subsequent Debt Agreement could result in an event of default.

Such a default may allow the note holders to accelerate the 1.75% Convertible Notes, 4.625% Senior Notes or the obligations under Subsequent Debt Agreements and may result in the acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

In the event the holders of our 1.75% Convertible Notes or 4.625% Senior Notes, or any creditors under Subsequent Debt Agreements, accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness or our other indebtedness.

To service our debt and fund our other capital requirements, we will require a significant amount of cash, and our ability to generate cash will depend on many factors beyond our control.

5 unchanged sentences

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms, or at all, would materially and adversely affect our financial position and results of operations.

We may not have the ability to raise the funds necessary to settle conversions of the 1.75% Convertible Notes or to repurchase the 1.75% Convertible Notes upon a fundamental change or on a repurchase date or repurchase the 4.625% Senior Notes upon a change in control, and our future debt may contain limitations on our ability to pay cash upon conversion, redemption or repurchase of either the 1.75% Convertible Notes or the 4.625% Senior Notes as the case may be.

We are exposed to risk if we cannot maintain or adhere to our internal controls and procedures.

We have established and continue to maintain, assess, and update our internal controls and procedures regarding our business operations and financial reporting.

Our internal controls and procedures are designed to provide reasonable assurances regarding our business operations and financial reporting.

However, because of the inherent limitations in this process, internal controls and procedures may not prevent or detect all errors or misstatements.

To the extent our internal controls are inadequate or not adhered to by our employees, our business, financial condition, and operating results could be materially adversely affected.

For example, in 2021 we identified a material weakness in our internal control related to our accounting for the Consensus Spin-Off, which we subsequently remediated.

Although we successfully remediated this control weakness and it did not result in any material misstatement of our consolidated financial statements for the periods presented, it is reasonably possible that it could have led to a material misstatement of account balances or disclosures.

We cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future.

Any such action or restatement of prior-period financial results as a result could harm our business or investors’ confidence in the Company and could cause our stock price to fall.

We may not have the ability to raise the funds necessary to settle conversions of the 1.75% Convertible Notes or to repurchase the 1.75% Convertible Notes upon a fundamental change or on a repurchase date or repurchase the 4.625% Senior Notes upon a change in control or under certain other circumstances, and our future debt may contain limitations on our ability to pay cash upon conversion, redemption or repurchase of either the 1.75% Convertible Notes or the 4.625% Senior Notes as the case may be.

Holders of our 1.75% Convertible Notes have the right to require us to repurchase their 1.75% Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the 1.75% Convertible Notes) at a repurchase price equal to 100% of the principal amount of the 1.75% Convertible Notes to be repurchased, plus accrued and unpaid interest, if any.

2 unchanged sentences

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases or redemptions of the 1.75% Convertible Notes or the 4.625% Senior Notes surrendered therefor or 1.75% Convertible Notes being converted.

In addition, our ability to repurchase or redeem the 1.75% Convertible Notes or the 4.625% Senior Notes or to pay cash upon conversions of the 1.75% Convertible Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness.

Our failure to repurchase or redeem 1.75% Convertible Notes or 4.625% Senior Notes at a time when the repurchase or redemption is required by the applicable indenture or to pay any cash payable on future conversions of the 1.75% Convertible Notes as required by the applicable 1.75% Convertible Notes indenture would constitute a default under the applicable indenture.

A default under any indenture or the fundamental change or change of control itself could also lead to a default under agreements governing our future indebtedness.

A default under any indenture or the fundamental change or change of control itself could also lead to a default under agreements governing our future indebtedness or certain of our other current indebtedness.

If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase or redeem the 1.75% Convertible Notes or the 4.625% Senior Notes or make cash payments upon conversions of the 1.75% Convertible Notes.

3 unchanged sentences

In addition, even if holders do not elect to convert their 1.75% Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Changes in the accounting method for convertible debt securities that may be settled in cash, such as the 1.75% Convertible Notes, could have a material effect on our reported financial results.

Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options (“ASC 470-20”), an entity must separately account for the liability and equity components of convertible debt instruments (such as the 1.75% Convertible Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost.

The effect of ASC 470-20 on the accounting for the 1.75% Convertible Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our Consolidated Balance Sheet, and the value of the equity component would be treated as an original issue discount for purposes of accounting for the debt component of the 1.75% Convertible Notes.

As a result, we recorded non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the 1.75% Convertible Notes to their face amount over the respective term of the 1.75% Convertible Notes.

We plan to adopt Accounting Standards Update 2020-06 - Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) as of January 1, 2022 which we expect will result in our recognizing less non-cash interest expense relating to the 1.75% Convertible Notes in future periods.

In addition, under the accounting standard applied to the financial statements included in this report, our 1.75% Convertible notes which may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method.

Under the treasury stock method, shares issuable upon conversion of the 1.75% Convertible Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the 1.75% Convertible Notes exceeds its principal amount.

In connection with our adoption of ASU 2020-06 we will be required to adopt the if-converted method for computing diluted earnings per share which will result in the inclusion of additional shares in the calculation of and may adversely impact our diluted earnings per share.

For a discussion of certain other expected impacts of adoption of this ASU, see Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” of the notes to consolidated financial statements.

Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements.

10 unchanged sentences

If we are required to indemnify Consensus under the circumstances set forth in these agreements, we may be subject to substantial liabilities.

In addition, with respect to the liabilities for which Consensus has agreed to indemnify us under these agreements, there can be no assurance that the indemnity rights we have against Consensus will be sufficient to protect us against the full amount of the liabilities, or that Consensus will be able to fully satisfy its indemnification obligations.

In addition, with respect to the liabilities for which Consensus has agreed to indemnify us under these agreements,

there can be no assurance that the indemnity rights we have against Consensus will be sufficient to protect us against the full amount of the liabilities, or that Consensus will be able to fully satisfy its indemnification obligations.

Each of these risks could negatively affect our businesses, financial condition, results of operations, and cash flows.

ESG matters, as well as related reporting obligations, expose us to risks that could adversely affect our reputation and performance.

and international regulators, investors and other stakeholders are increasingly focused on ESG matters.

The Company has established and publicly announced its ESG goals, including its commitments to diversity and inclusion.

These statements reflect current plans and aspirations of the Company and are not guarantees that that the Company will be able to achieve them.

The failure to accomplish or accurately track and report on these goals on a timely basis, or at all, could adversely affect the reputation, financial performance, and growth of the Company, and expose it to increased scrutiny from the investment community as well as enforcement authorities.

Risks Related To Our Industries

1 unchanged sentence

The Company is subject to laws and regulations affecting its domestic and international operations in a number of areas.

and foreign laws and regulations affect the Company’s activities in areas including, but not limited to, labor, advertising, digital content, consumer protection, real estate, billing, e-commerce, promotions, quality of services, telecommunications, mobile communications and media, television, intellectual property ownership and infringement, tax, import and export requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, data privacy and data localization requirements, anti-competition, environmental, health and safety.

and foreign laws and regulations affect the Company’s activities in areas including, but not limited to, labor, advertising, digital content, consumer protection, real estate, billing, e-commerce, promotions, quality of services, telecommunications, mobile communications and media, television, intellectual property ownership and infringement, tax, import/export and sanctions requirements, anti-corruption, foreign exchange controls and cash repatriation restrictions, data privacy and data localization requirements, anti-competition, environmental, health, and safety.

Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business.

5 unchanged sentences

In connection with our Cybersecurity and Martech business, we utilize data transmissions over public telephone lines and other facilities provided by third-party carriers.

These transmissions are subject to foreign and domestic laws and regulation by the Federal Communications Commission (the “FCC”), state public utility commissions and foreign governmental authorities.

These regulations affect the availability of numbers, the prices we pay for transmission services, the administrative costs associated with providing our services, the competition we face from telecommunications service providers and other aspects of our market.

However, as messaging and communications services converge and as the services we offer expand, we may become subject to FCC or other regulatory agency regulation.

These transmissions are subject to foreign and domestic laws, regulations and requirements by the Federal Communications Commission (the “FCC”), state public utility commissions, foreign governmental authorities, and industry trade associations such as the CTIA.

These regulations and requirements affect our ability to provide services, the availability of numbers, the prices we pay for transmission services, the administrative costs associated with providing our services, the competition we face from telecommunications service providers and other aspects of our market.

However, as the services we offer expand, we may become subject to other regulatory agency regulation.

It is also possible that a federal or state regulatory agency could take the position that our offerings, or a subset of our offerings, are properly classified as telecommunications services or otherwise not entitled to certain exemptions upon which we currently rely.

7 unchanged sentences

If any of these reforms are adopted, they could cause us to alter or eliminate our non-paid services and to raise the price of our paid services, which could cause us to lose customers.

Any of these results could lead to a decrease in our revenues and net income and could materially adversely affect our business, prospects, financial condition, operating results and cash flows.

Any of these results could lead to a decrease in our revenues

and net income and could materially adversely affect our business, prospects, financial condition, operating results, and cash flows.

In addition, due to the number of text messages, phone calls and other communications we send or make on behalf of our customers in connection with the services we provide, communication-related privacy laws could result in particularly significant damage awards or fines.

8 unchanged sentences

We are subject to a variety of new and existing laws and regulations which could subject us to claims, judgments, monetary liabilities, and other remedies, and to limitations on our business practices.

The application of existing domestic and international laws and regulations to us relating to issues such as defamation, pricing, advertising, taxation, promotions, billing, consumer protection, accessibility, content regulation, data privacy, intellectual property ownership and infringement, and accreditation in many instances is unclear or unsettled.

The application of existing domestic and international laws and regulations to us relating to issues such as defamation, pricing, advertising, taxation, promotions, billing, consumer protection, accessibility, content regulation, data privacy, export restrictions and sanctions, intellectual property ownership and infringement, and accreditation in many instances is unclear or unsettled.

In addition, we will also be subject to any new laws and regulations directly applicable to our domestic and international activities.

52 unchanged sentences

We cannot predict how or if these issues will be resolved nor can we evaluate any potential liability at this time.

The Company has put into place various alternative frameworks and grounds on which to rely in order to be in compliance with relevant law for the transfer of data from overseas locations to the U.S., including reviewing Company’s data collection process, procedures and putting into place Data Processing Agreements that incorporate Standard Contractual Clauses as well as supplementary measures with vendors, partners and other third parties.

The Company has put into place various alternative frameworks and grounds on which to rely in order to be in compliance with relevant law for the transfer of data from overseas locations to the U.S., including reviewing the Company’s data collection process and procedures and putting into place Data Processing Agreements that incorporate Standard Contractual Clauses as well as supplementary measures with vendors, partners and other third parties.

Some independent data regulators have adopted the position that other forms of compliance are also invalid, though the legal grounds for these findings remain unclear at this time.

4 unchanged sentences

Based on the final implementation regulations released by the California Attorney General in August 2020, we believe we have implemented such links where necessary, we action consumer opt outs and other subject rights when requested, and our privacy policies have been updated and posted on our websites.

We are continuing to evaluate the impact to our business, if any.

In addition, in November 2020 California voters adopted the California Privacy Rights Act (“CPRA”) that amends the CCPA, including creating a new agency to implement and enforce the law.

The CPRA will take effect on January 1, 2023 and is subject to a number of required rule-makings.

Until that rule-making is complete, we cannot fully evaluate the impact of the CPRA on our businesses.

Other states are proposing similar privacy laws and if those are passed, our Company may be subject to additional requirements and restrictions that could have an impact on our business.

The CPRA took effect on January 1, 2023 and is subject to a number of required rule-makings.

We believe we comply with the CPRA and are continuing to evaluate the impact to our business, if any.

Other states have enacted or are considering enacting similar privacy laws, which may subject our Company to additional requirements and restrictions that could have an impact on our business.

Further, failure or perceived failure by us to comply with our policies, applicable requirements, or industry self-regulatory principles related to the collection, use, sharing, or security of personal information, or other privacy, data-retention or data protection matters could result in a loss of user confidence in us, damage to our brands, and ultimately in a loss of users and advertising partners, which could adversely affect our business.

21 unchanged sentences

Similarly, exercise of the “Do Not Sell” right under the CCPA limits a business’ ability to monetize certain personal information collected online.

The CPRA will require businesses to treat “Do Not Track” and other similar “global privacy control” browser settings as opt outs from the sale of a user’s personal information.

These laws and regulations could have a significant impact on the operation of our advertising and data businesses.

Such laws and regulations could have a significant impact on the operation of our advertising and data businesses.

regulatory agencies have also placed an increased focus on online privacy matters and, in particular, on online advertising activities that utilize cookies or other tracking tools.

16 unchanged sentences

The GDPR harmonizes EU data privacy laws and contains significant obligations and requirements that have resulted in a greater compliance burden with respect to our operations and data use in Europe, which will continue to increase our costs.

The CCPA similarly contains significant obligations and requirements that have resulted in a greater compliance burden with respect to our operations and data usage of California residents, which will continue to increase our costs.

The CCPA, in its original form and as amended under the CPRA, similarly contains significant obligations and requirements that have resulted in a greater compliance burden with respect to our operations and data usage of California residents, which will continue to increase our costs.

Additionally, government authorities will have more power to enforce compliance and impose substantial penalties for any failure to comply.

7 unchanged sentences

The Privacy Standards and Security Standards under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) establish a set of basic national privacy and security standards for the protection of individually identifiable health information by health plans, healthcare clearinghouses, and certain healthcare providers, referred to as “covered entities”, and the business associates with whom such covered entities contract for services.

Notably, whereas HIPAA previously directly regulated only these covered entities, the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) makes certain of HIPAA’s Privacy and Security Standards directly applicable to covered entities’ business associates.

As a result, business associates are now subject to significant civil and criminal penalties for failure to comply with applicable Privacy and Security Standards.

Notably, whereas HIPAA previously directly regulated only these covered entities, the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) made certain of HIPAA’s Privacy and Security Standards directly applicable to covered entities’ business associates.

Business associates are subject to significant civil and criminal penalties for failure to comply with applicable Privacy and Security Standards.

Additionally, certain states have adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA.

56 unchanged sentences

Many of the largest providers of broadband services have publicly stated that they will not degrade or disrupt their customers’ use of applications and services, like ours.

If such providers were to degrade, impair or block our services, it would negatively impact our ability to provide services to our customers and likely result in lost revenue and profits, and we would incur legal fees in attempting to restore our customers’ access to our services.

If such providers were to degrade, impair, or block our services, it would negatively impact our ability to provide services to our customers and likely result in lost revenue and profits, and we would incur legal fees in attempting to restore our users’ access to our services.

Broadband internet access providers may also attempt to charge us or our customers additional fees to access services like ours that may result in the loss of customers and revenue, decreased profitability, or increased costs to our retail offerings that may make our services less competitive.

9 unchanged sentences

This pricing model can be vulnerable to so-called “click fraud,” which occurs when clicks are submitted on ads by a user who is motivated by reasons other than genuine interest in the subject of the ad.

We or our third-party service providers may be exposed to the risk of click fraud or other clicks or conversions that advertisers may perceive as undesirable.

A portion of our display revenue also comes from advertisers that pay for advertising on the bases of price-per-impression, price-per-visit or price-per-engagement.

These pricing models can also be vulnerable to fraud known variously as “invalid traffic” or “non-human traffic,” which occurs when the impression, visit or engagement is generated for reasons other than genuine interest in the subject of the ad.

We or our third-party service providers may be exposed to the risk of click fraud, invalid traffic or other clicks, actions or conversions that advertisers may perceive as undesirable.

If fraudulent or other malicious activity is perpetrated by others and we or our third-party service providers are unable to detect and prevent it, or choose to manage traffic quality in a way that advertisers find unsatisfactory, the affected advertisers may experience or perceive a reduced return on their investment in our advertising programs which could lead the advertisers to become dissatisfied with our advertising programs and they might refuse to pay, demand refunds, or withdraw future business.

6 unchanged sentences

We expect that new services and technologies will emerge in the markets in which we compete.

These new services and technologies may be superior to the services and technologies that we use or these new services may render our services and technologies obsolete.

These new services and technologies may be superior to the services and technologies that we use or these

new services may render our services and technologies obsolete.

Our future success will depend, in part, on our ability to anticipate and adapt to technological changes and evolving industry standards.

4 unchanged sentences

The terms of the 1.75% Convertible Notes require us to offer to purchase the 1.75% Convertible Notes for cash in the event of a fundamental change (as defined in the indenture governing the 1.75% Convertible Notes), and the terms of the 4.625% Senior Notes require us to offer to repurchase the 4.625% Senior Notes for cash in the event of a change of control (as defined in the indenture governing the 4.625% Senior Notes).

These features may have the effect of delaying or preventing a takeover of our company that would otherwise be beneficial to investors.

These features may have the effect of delaying or preventing a takeover of the Company that would otherwise be beneficial to investors.

Conversions of the 1.75% Convertible Notes could dilute the ownership interest of our existing stockholders, including holders who had previously converted their 1.75% Convertible Notes.

40 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 1A. Risk Factors