Verisign (VRSN) 10-K risk factor changes: FY2021 vs FY2020

As an operator of critical internet infrastructure, we experience a high rate of cyber-attacks and attempted security breaches targeting our systems and services, including the most sophisticated forms of attacks, such as advanced persistent threat [removed: attacks] [added: attacks, exploitation of zero-day vulnerabilities, ransomware attacks,] and [removed: zero-hour threats.][added: social engineering attacks.]

The forms of these attacks are constantly evolving and may involve methods, tools and strategies that [removed: have] [added: may] not [added: have] been previously identified [removed: or] [added: and may not have been] observed until the moment of launch, or until sometime after, making these attacks virtually impossible to anticipate and difficult to defend against.

In addition to external threats, our systems and services are subject to insider threat risks, including physical or electronic break-ins, sabotage, and [added: risks] from suppliers, such as consultants and advisors, SaaS providers, hardware, software, and network systems manufacturers, regional internet registries, and other vendors, or from current or former contractors or employees.

These threats and any resulting security [removed: breach] [added: breaches] can arise from intentional or unintentional actions.

Our failure to [removed: identify, remediate and mitigate] [added: effectively manage these] security [removed: threats,] [added: risks,] including insider threats, could result in material harm to our business, including loss of or delay in revenues, failure to meet contracted [removed: service-level] [added: service level] obligations, material liability claims, failure to maintain market acceptance, injury to our reputation, and increased costs, and could call into question our ability to preserve the security and stability of the internet.

We have developed [removed: policies] [added: policies, procedures,] and [removed: procedures] [added: standards] to reduce the impact of security vulnerabilities in system components, as well as at any vendors where our data is stored or processed.

Our failure to identify, remediate and mitigate security vulnerabilities, including any potential failure to timely replace and upgrade [removed: network equipment, servers,] [added: hardware, software,] or other technology assets, could result in material harm to our business, including loss of or delay in revenues, failure to meet contracted [removed: service-level] [added: service level] obligations, material liability claims, failure to maintain market acceptance, injury to our reputation, increased costs, and call into question our ability to preserve the security and stability of the internet.

[removed: We are employing new technologies and new and different] services and capabilities to help mitigate DDoS attacks.

These [added: types of] events, which are [added: generally] beyond our control, could enable an array of attack conditions or service disruptions, and could result in adverse publicity and adversely affect the public’s perception of the security of e-commerce and communications over the internet, as well as of the security or reliability of our services.

The systemic dependencies introduced by RPKI and [added: the] relying parties of the RPKI system, including network service providers, are outside of our [removed: control] [added: control,] and [removed: are] [added: systems that depend upon the RPKI may be] only as secure as the weakest elements of the RPKI system.

Our data centers, [added: our data center systems,] including the Shared Registration Systems located at our data centers, and our resolution systems are vulnerable to damage or interruption, which could impede our ability to provide our services, expose us to [added: material] liability, and [added: materially] harm our reputation.

These data centers are vulnerable to damage or interruption, including from [added: natural disasters, such as] fires, earthquakes, hurricanes, [added: and] floods, power loss, hardware or system failures, physical or electronic break-ins, human error or interference.

[added: If our data center facilities or the updated] network architecture do not operate as expected, including the ability to quickly switch over between sites, we could experience service interruptions or outages.

A failure in the operation of our Shared Registration System could also impact our ability to provide up-to-date information in our resolution systems, which could result in breaches of our service level obligations pertaining to our resolution services [removed: as well as impacting] [added: and impact] the resolution of domain names on the internet.

Such providers have [removed: had] [added: encountered] periodic operational problems or experienced outages in the past beyond our scope of control and may continue to encounter problems and outages or may choose to discontinue their service.

A failure in the operation or update of the root zone servers, the root zone file, the Root Zone Management System, the TLD name servers, or the TLD zone files that we operate, including, for example, the .*gov* registry, or other network functions, could result [removed: in] [added: in, among other problems,] (1) a DNS resolution or other service outage or degradation, (2) the deletion of one or more TLDs from the [removed: internet for a period of time,] [added: internet,] (3) the deletion of one or more second-level domain names from the [removed: internet for a period of time,] [added: internet,] or (4) a misdirection of [removed: a] [added: one or more] domain [removed: name] [added: names] to [removed: a] different [removed: server.][added: servers.]

Additionally, each of the *.com* and *.net* Registry Agreements provide that if certain terms of these agreements are not similar to such terms generally in effect in the registry agreements of the five largest gTLDs, then a [added: renewal of these agreements would be upon terms reasonably necessary to render such terms to be similar to the registry agreements for those other gTLDs.]

[removed: Governmental] [added: Government] regulation and the application of new and existing laws in the U.S. and internationally may slow business growth, increase our costs of doing business, create potential [added: material] liability and have [removed: an] [added: a material] adverse effect on our business.

Laws and regulations, including those designed to restrict who can register and who can distribute domain names or [added: to] require registrants to provide additional documentation to register domain names, have, and may in the future, impose significant additional costs on our business and subject us to additional liabilities or could prevent us from operating in certain jurisdictions.

[removed: For example, the] government of China has indicated that it will issue, and has issued, new regulations, and has begun to enforce existing regulations, that impose additional costs on, and risks to, our provision of registry services in China and could impact the [removed: growth or renewal rates of] [added: demand for] domain name registrations in China.

Any failure to obtain [added: or renew] the required licenses, or to comply with any license requirements or any updates thereto, by us or our China-based registrars could impact our current and future business in China.

In addition, laws have [removed: been,] [added: been] and may [removed: be] in the [removed: future, adopted] [added: future be adopted,] that are designed to restrict counterfeit [added: or illegal] goods or intellectual property violations such as [removed: cybersquatting] [added: cybersquatting, prevent on-line abuse, increase access to registrant personal information] or that restrict the transfer of data.

[added: Other countries, such as China, and other states, such as California with] the California Consumer Privacy Act, have enacted or are enacting data protection laws regulating or limiting the collection, storage, and processing of personal data as well as granting new rights to data subjects.

Our international operations expose us and our business to additional economic, legal, regulatory and political risks that could have [removed: an] [added: a material] adverse impact on our revenues and business.

In [removed: 2019] [added: 2020] and [removed: 2020,] [added: 2021,] the U.S. government announced restrictions on trading with certain Chinese companies.

Changes in, or interpretations of, tax rules and regulations or our tax positions may [added: materially and] adversely affect our income taxes.

[removed: The] [added: In addition, the] Organization for Economic Cooperation and Development (“OECD”) plans to issue [added: guidance and] a final report that will provide a long-term, multilateral proposal on the taxation of the digital economy.

[removed: In addition,] [added: Similarly,] some international tax jurisdictions, independent of the OECD, have enacted or may enact new tax regimes aimed at income resulting from digital services.

Although we cannot predict the nature or outcome of such changes or the likelihood of such [added: legislative] proposals being adopted [added: in the U.S. or] throughout the [removed: world and tax treaties being modified accordingly,] [added: world,] any or all of these changes in tax [removed: policy for the digital economy] [added: laws] could increase our taxes and adversely impact our financial [removed: condition, results of operations] [added: condition] and cash flow.

For example, ICANN has adopted a Consensus Policy that would require us to receive and display registrants’ personal and contact information and designated administrative and technical contact information (“Thick Whois data”) for *.com* and .*net*, although that Policy is undergoing modification by a [removed: new] [added: subsequent] Consensus Policy that may make such transfer of Thick Whois data [added: to us] optional.

We can provide no assurances that such a modification will occur or that we would not choose to [added: or ultimately be required to] receive and display Thick Whois data for our .*com* and .*net* [removed: registries under it.][added: registries.]

The costs of complying or failing to comply with Consensus and Temporary [removed: Policies] [added: Policies, particularly the cost of compliance if the .*com* and .*net* registries receive Thick Whois data] could expose us to [removed: compliance costs and] substantial [added: compliance costs,] liability and exposure, and result in costly and time-consuming investigations or litigation.

[removed: Changes to the] [added: Weakening of, or changes to, the] multi-stakeholder [removed: model] [added: form] of internet governance could materially and adversely impact our business.

If ICANN fails to [removed: uphold] [added: uphold,] or [removed: significantly redefines] [added: if] the multi-stakeholder [removed: model,] [added: model is significantly redefined,] it could harm our business.

There can be no assurance that the removal of the U.S. government oversight of these key [removed: functions] [added: functions, or the changes to ICANN’s bylaws,] will not negatively impact our business.

Claims, lawsuits, audits or investigations in which we are or could become involved may result in [added: material] adverse outcomes to our business.

The effects of the COVID-19 pandemic have impacted how we operate our business, and the extent to which the effects of the pandemic will [added: materially] impact our business, operations, financial condition and results of operations remains uncertain.

- the extent and effectiveness of responsive actions, including the relaxation and re-imposition of orders by authorities and the delivery and administration of vaccines, [added: including vaccination requirements] and [added: mandates by government regulation, and] the impact of these and other factors on our employees, customers and vendors;

The business environment is highly competitive and, if we do not compete effectively, we may suffer [added: material adverse impact to our business, including] lower demand for our products, reduced gross margins, and loss of market share.

In addition, competing technologies developed by others or the emergence of new industry standards may adversely affect our competitive position or render our services or technologies [added: noncompetitive or obsolete.]

We have developed policies, procedures and standards to identify, protect, detect, respond, and recover from threats posed by cybersecurity risks, and failure to comply with these policies, procedures and standards by our employees or suppliers could limit our ability to effectively manage threats from these cybersecurity risks.

In addition, we must ensure that our employees stay focused on cybersecurity threats especially in remote or hybrid work environment, including during the COVID-19 pandemic, or our ability to effectively manage cybersecurity risks could be impacted.

We are employing new technologies and new and different

We do not maintain specific reserves for security breaches, cyber-attacks and DDoS attacks against our systems and the amount of insurance coverage we maintain may be inadequate to cover claims or liabilities relating to such attacks.

For example, the

In the U.S., a number of legislative proposals, including the “Build Back Better” bill, are being considered which could impact how multinational corporations are taxed.

For example, certain governments, governmental organizations, and private actors continue to express dissatisfaction with the multi-stakeholder form of internet governance and have proposed alternatives including oversight by the United Nations or by international treaties.

Furthermore, national legislation has been proposed on topics such as information security and access to personal information that effectively supplants the multi-stakeholder process for policy development in the DNS.

Substantially weakening or replacing the multi-stakeholder form of internet governance could materially harm our business.

In addition, in 2016 the U.S. government transferred key internet functions to ICANN, who adopted new and enhanced accountability mechanisms in its bylaws such as the creation of the Empowered Community.

For example, we are engaged in activities to help mitigate security threats and other forms of DNS abuse in our TLDs and we are involved in community efforts that could increase and expand such activities including potential new contractual obligations.

Such activities include, for example, receiving reports of suspected threats and abuse from appropriate “trusted notifiers” (typically involving national and international law enforcement) and notifying registrars or others of domain names associated with suspected malicious or illegal activity.

Our activities may also include disabling one or more domain names in the TLDs we operate including in response to governmental directives and orders in those jurisdictions in which we operate.

Activities such as these have resulted in, and could in the future result in, significant litigation and could harm our reputation.

including regulations limiting the resale of domain names, could result in a decrease in the demand and/or renewal rates for domain names in our TLDs.

In addition, we must effectively manage our transition to a post-pandemic work environment to attract and retain these employees to meet our business needs.

Failure to attract and retain such employees and to effectively implement succession plans for these employees could harm our business.

If our data center facilities or the updated

renewal of these agreements would be upon terms reasonably necessary to render such terms to be similar to the registry agreements for those other gTLDs.

Other countries and other states, such as California with

In addition, as we market our TLDs in international locations, we are likely to raise our profile in certain foreign countries thereby increasing the regulatory and other scrutiny of our operations.

Any negative developments arising from such increased scrutiny could diminish demand for our domain names, increase our costs of regulatory compliance, affect our reputation, expose us to liability, penalties or fines, force us to change our business practices or otherwise materially harm our business.

If this proposal is ultimately agreed to and implemented by the OECD’s member states, there could be significant modifications in the way multinational corporations are taxed.

In the fourth quarter of 2016, the U.S. government completed a transition to the multi-stakeholder community of the historical role played by the National Telecommunications and Information Administration (“NTIA”) in the coordination of the DNS.

Changes arising from this transition to the multi-stakeholder model of internet governance could materially and adversely impact our business.

For example, ICANN has adopted bylaws that are designed, in part, to enhance its accountability through an organization called the Empowered Community, which is comprised of a cross section of stakeholders.

ICANN or the Empowered Community may assert positions that could negatively impact our strategy or our business.

By completing the transition, the U.S. government through the NTIA has ended its coordination and management of important aspects of the DNS including the IANA functions and the root zone.

For example, the current arbitration proceeding against ICANN challenging the validity of ICANN’s award of the *.web* gTLD to us could adversely affect our ability to operate the *.web* gTLD.

noncompetitive or obsolete.

technical resources.

These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties, including, among other things, statements regarding our expectations about (i) the impact from the effects of the COVID-19 pandemic, (ii) revenue growth in [removed: 2021,] [added: 2022,] (iii) continued growth in registrations in the domain name base in [removed: 2021,] [added: 2022,] (iv) cost of revenues, sales and marketing expenses, research and development expenses, general and administrative expenses, interest expense, and non-operating income, net, in [removed: 2021,] [added: 2022,] (v) our effective tax rate for [removed: 2021,] [added: 2022,] (vi) the sufficiency of our existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our ability to arrange for additional financing, (vii) cash paid for income taxes in [removed: 2021,] [added: 2022,] and (viii) our planned property and equipment expenditures for [removed: 2021.][added: 2022.]

You should also carefully review the risks described in other documents we file from time to time with the SEC, including the Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file in [removed: 2021.][added: 2022.]

*This section of this Form 10-K generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Discussions of [removed: 2018] [added: 2019] items and year-to-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019.*][added: 2020.*]

As of December 31, [removed: 2020,] [added: 2021,] we had approximately [removed: 165.2] [added: 173.4] million .*com* and .*net* registrations in the domain name base.

[removed: 2020] [added: 2021] Business Highlights and Trends

- We recorded revenues of [removed: $1,265.1] [added: $1,327.6] million in [removed: 2020,] [added: 2021,] which represents an increase of [removed: 3%] [added: 5%] compared to [removed: 2019.][added: 2020.]

- We recorded operating income of [removed: $824.2] [added: $866.8] million during [removed: 2020,] [added: 2021,] which represents an increase of [removed: 2%] [added: 5%] as compared to [removed: 2019.][added: 2020.]

- We finished [removed: 2020] [added: 2021] with [removed: 165.2] [added: 173.4] million *.com* and *.net* registrations in the domain name base, which represents a [removed: 4%] [added: 5%] increase from December 31, [removed: 2019.][added: 2020.]

- During [removed: 2020,] [added: 2021,] we processed [removed: 42.4] [added: 44.6] million new domain name registrations for .*com* and .*net* compared to [removed: 40.3] [added: 42.4] million in [removed: 2019.][added: 2020.]

- The final *.com* and *.net* renewal rate [added: for the third quarter of 2021] was [added: 75.0% compared to] 73.7% for the [removed: third] [added: same] quarter of [removed: 2020 and 2019.][added: 2020.]

[removed: - We] [added: In 2020, we] repurchased 3.7 million shares of our common stock [added: at an average stock price of $200.06] for an aggregate cost of $734.9 [removed: million in 2020.][added: million.]

As of December 31, [removed: 2020,] [added: 2021,] there was [removed: $335.6] [added: $382.6] million remaining for future share repurchases under the share repurchase program.

- Effective February [removed: 11, 2021,] [added: 10, 2022,] our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $747.0] [added: $705.4] million, in addition to the [removed: $253.0] [added: $294.6] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program.

- We generated cash flows from operating activities of [removed: $730.2] [added: $807.2] million in [removed: 2020,] [added: 2021,] which represents [removed: a decrease] [added: an increase] of [removed: 3%] [added: 11%] as compared to [removed: 2019.][added: 2020.]

[removed: -] During 2020, we recognized an income tax benefit of $204.2 million as a result of the remeasurement of certain previously unrecognized income tax [removed: benefits and the lapse of statutes of limitations related to other unrecognized income tax] benefits.

- On February [removed: 11, 2021,] [added: 10, 2022,] we announced that we will increase the annual registry-level wholesale fee for each new and renewal [removed: .*com*] [added: *.com*] domain name registration from [removed: $7.85] [added: $8.39] to [removed: $8.39,] [added: $8.97,] effective September 1, [removed: 2021.][added: 2022.]

We believe that the effects of the pandemic to date have led to [removed: a modest] [added: an] increase in the demand for domain names, particularly as businesses and entrepreneurs have been seeking to establish or expand their presence online in response to the pandemic.

Our revenues [removed: increased] [added: continued to grow] during 2020 [added: and 2021] primarily driven by an increase in the domain name base for the *.com* TLD; however, the situation remains uncertain and hard to predict.

Critical Accounting [removed: Policies and Significant Management] Estimates

[added: We adjust these amounts in light] of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in an outcome that is materially different from our current estimate of unrecognized tax benefits.

See Note 10, “Income Taxes” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for [removed: a] [added: further] discussion of [removed: significant changes in unrecognized tax benefits during 2020.][added: the $165.5 million]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Cost of revenues | | | [removed: 14.2] [added: 14.5] | | | | | | [removed: 14.6] [added: 14.2] | | | | | | [removed: 15.8] [added: 14.6] | | |

| Sales and marketing | | | [removed: 2.9] [added: 3.0] | | | | | | [removed: 3.8] [added: 2.9] | | | | | | [removed: 5.3] [added: 3.8] | | |

| Research and development | | | [removed: 5.9] [added: 6.1] | | | | | | [removed: 4.9] [added: 5.9] | | | | | | [removed: 4.8] [added: 4.9] | | |

| General and administrative | | | [removed: 11.8] [added: 11.1] | | | | | | [removed: 11.2] [added: 11.8] | | | | | | [removed: 10.9] [added: 11.2] | | |

| Total costs and expenses | | | [removed: 34.8] [added: 34.7] | | | | | | [removed: 34.5] [added: 34.8] | | | | | | [removed: 36.8] [added: 34.5] | | |

| Operating income | | | [removed: 65.2] [added: 65.3] | | | | | | [removed: 65.5] [added: 65.2] | | | | | | [removed: 63.2] [added: 65.5] | | |

| Interest expense | | | [removed: (7.1)] [added: (6.3)] | | | | | | [removed: (7.4)] [added: (7.1)] | | | | | | [removed: (9.5)] [added: (7.4)] | | |

| Non-operating [added: (loss)] income, net | | | [removed: 1.2] [added: (0.1)] | | | | | | [removed: 3.5] [added: 1.2] | | | | | | [removed: 6.3] [added: 3.5] | | |

| Income before income taxes | | | [removed: 59.3] [added: 58.9] | | | | | | [removed: 61.6] [added: 59.3] | | | | | | [removed: 60.0] [added: 61.6] | | |

| Income tax benefit (expense) | | | [removed: 5.1] [added: 0.2] | | | | | | [removed: (11.9)] [added: 5.1] | | | | | | [removed: (12.1)] [added: (11.9)] | | |

| Net income | | | [removed: 64.4] [added: 59.1] | | % | | | | [removed: 49.7] [added: 64.4] | | % | | | | [removed: 47.9] [added: 49.7] | | % |

On March 27, 2020, Verisign and ICANN [removed: amended] [added: agreed to an amendment to] the *.com* Registry Agreement [removed: (“Third *.com* Amendment”)] that, among other items, incorporates these changes agreed to with the DOC to the pricing terms.

On February [removed: 11, 2021,] [added: 10, 2022,] we announced that we will increase the annual registry-level wholesale fee for each new and renewal [removed: .*com*] [added: *.com*] domain name registration from [removed: $7.85] [added: $8.39] to [removed: $8.39,] [added: $8.97,] effective September 1, [removed: 2021.][added: 2022.]

We [added: also] offer promotional incentive-based discount programs to registrars based upon market conditions and the business environment in which the registrars operate.

| | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | [removed: 2019] [added: 2020] | | | | | | % Change | | | | | | [removed: 2018] [added: 2019] | | |

| Revenues | | | | | | $ | [removed: 1,265,052] [added: 1,327,576] | | | | | [removed: 3] [added: 5] | | % | | | | $ | [removed: 1,231,661] [added: 1,265,052] | | | | | [removed: 1] [added: 3] | | % | | | | $ | [removed: 1,214,969] [added: 1,231,661] | |

| | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | [removed: 2019] [added: 2020] | | | | | | % Change | | | | | | [removed: 2018] [added: 2019] | | |

- During the fourth quarter of 2021, we recognized a deferred income tax benefit of $165.5 million related to the transfer of certain non-US intellectual property between subsidiaries.

- On June 8, 2021, we issued $750.0 million of 2.700% Senior Notes due June 15, 2031 (“2031 Notes”).

On June 23, 2021, we used the net proceeds from the 2031 Notes, along with cash on hand, to redeem all of our $750.0 million aggregate principal amount of outstanding 4.625% Senior Notes due 2023 (“2023 Notes”).

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

Effective September 1, 2021, we increased the annual registry-level wholesale fee for each new and renewal .*com* domain name registration from $7.85 to $8.39.

Revenues increased by $62.5 million in 2021 compared to 2020, primarily due to an increase in revenues from the operation of the registry for the *.com* TLD driven by a 5% increase in the domain name base for *.com* and the price increase which became effective September 1, 2021.

Revenues increased during 2021 in all regions except China.

We expect revenues to continue to grow in 2022, as a result of continued growth in the aggregate number of .*com* domain names and the impact of the price increase for *.com* domain names which became effective September 1, 2021.

Depreciation expenses increased by $1.9 million as a result of increased investments in our data centers and network infrastructure.

We expect cost of revenues as a percentage of revenues to remain consistent in 2022 as compared to 2021.

Sales and marketing expenses increased by $3.1 million in 2021 compared to 2020 primarily due to a $2.6 million increase in salary and employee benefits expenses as a result of an increase in average headcount and higher expenses for salaries and certain employee related benefits.

Research and development expenses increased by $5.9 million in 2021 compared to 2020 due to an increase in salary and employee benefits expenses, including stock-based compensation, and a combination of individually insignificant factors.

Salary and employee benefits expenses, including stock-based compensation, increased by $3.0 million due to a slight increase in average headcount and higher expenses for salaries and certain employee related benefits.

Professional services expenses decreased by $6.0 million due to a decrease in external consulting costs on various projects.

Charitable contributions decreased by $1.6 million due to greater contributions made during 2020 to help with immediate COVID-related hardship and to support social justice efforts, compared to contributions made during 2021.

Salary and employee benefits expenses increased by $4.7 million due to an increase in average headcount and higher expenses for certain employee health insurance related benefits.

Stock-based compensation expenses increased by $3.0 million due to higher achievement levels on certain performance-based RSU grants and increases in the total value of RSUs granted in 2021.

Interest expense decreased by $6.9 million in 2021 compared to 2020 due to the lower interest rate on our 2031 Notes compared to the 2023 Notes which were redeemed in June 2021.

We expect interest expense to decrease in 2022 due to the lower interest rate on our 2031 Notes compared to the 2023 Notes.

We expect Non-operating loss, net to decrease in 2022 as compared to 2021 due to the loss on extinguishment of debt recognized in 2021.

Additionally, during 2021, we completed a transfer of intellectual property between certain non-U.S. subsidiaries.

This intellectual property did not have any book value, however the transfer created an amortizable tax basis that resulted in the recognition of a $165.5 million deferred tax asset and a corresponding income tax benefit.

With the exception of

The following table presents our principal sources of liquidity:

| | | | 2021 | | | | | | 2020 | | |

On June 8, 2021, we issued $750.0 million of 2.700% senior unsecured notes due June 15, 2031.

On June 23, 2021, we used the net proceeds from the 2031 Notes, along with cash on hand, to redeem all of our $750.0 million aggregate principal amount of outstanding 4.625% senior notes due 2023.

Our most significant future cash requirements include interest and principal payments on the senior notes issuances described above, income tax payments, purchase obligations and registry fees related to the operation of certain top-level domains.

The increased volume of renewal transactions was due in part to early renewal transactions before the *.com* price increase became effective.

Cash paid for income taxes increased primarily due to comparatively higher federal, state, and foreign taxes.

Cash paid to employees and vendors increased primarily due to the timing of payments and an increase in operating expenses.

- During 2020, we announced a freeze on the registry prices for all of our TLDs, including *.com* and *.net,* through March 31, 2021.

Additionally, we announced a waiver of the wholesale restore fee for expired domain names through the end of 2020.

Because fees for domain name registrations and renewals are generally due at the time of registration or renewal and revenues from such registrations and renewals are recognized ratably over their terms, the effects of the pandemic may not be fully reflected in our results of operations until future periods.

An accounting estimate is considered critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment involved, and the impact of changes in the estimates and assumptions would have a material effect on the consolidated financial statements.

We adjust these amounts in light

The annual fee for a .*com* domain name registration has been fixed at $7.85 since 2012.

As part of our response to the COVID-19 crisis, we announced on March 25, 2020 that we would freeze registry prices for domain name registrations and renewals for all of our TLDs, including *.com* and *.net*, through the end of 2020.

On July 23, 2020, we announced that we would extend the freeze on registry prices for all of our TLDs, including *.com* and *.net*, through March 31, 2021.

Revenues increased by $33.4 million in 2020 compared to 2019, primarily due to an increase in revenues from the operation of the registry for the *.com* TLD, partially offset by the elimination of revenues from our sale of our security services customer contracts.

The increase in revenues from the *.com* TLD was driven by a 4% increase in the domain name base for *.com*.

The majority of our revenue growth in 2020 has come from increased sales to registrars based in the U.S. and EMEA.

We expect revenues to continue to grow in 2021, as a result of the increased volume of domain registrations in 2020, and continued growth in registrations in the domain name base in 2021.

Cost of revenues remained consistent in 2020 compared to 2019, as a decrease in salary and employee benefits expenses was offset by an increase in direct cost of revenues.

Salary and employee benefits expenses decreased by $2.3 million due to a functional realignment of some headcount to research and development, partially offset by headcount increases throughout the year and an increase in expenses for other employee benefits including expanded paid time off benefits provided to employees in response to the COVID-19 pandemic.

We expect cost of revenues as a percentage of revenues to increase slightly in 2021 as compared to 2020.

Sales and marketing expenses decreased by $9.8 million in 2020 compared to 2019 primarily due to a $6.9 million decrease in advertising and marketing expenses and a combination of other individually insignificant factors.

Advertising and marketing expenses declined as a result of decreases in marketing programs in various regions.

Salary and employee benefits expenses increased by $10.2 million as a result of several factors, including a functional realignment of some headcount from cost of revenues, additional headcount increases throughout the year, and an increase in expenses for other employee benefits including expanded paid time off benefits provided to employees in response to the COVID-19 pandemic.

Salary and employee benefits expenses increased by $8.1 million as a result of an increase in average headcount as well as an increase in expenses for other employee benefits including expanded paid time off benefits provided to employees in response to the COVID-19 pandemic.

Charitable contributions increased by $3.6 million to support the response to the COVID-19 pandemic and to promote equal justice.

Contract and professional services expenses increased by $2.0 million due to increases in expenses for network security and other corporate support services.

Stock-based compensation expense decreased by $2.4 million as a result of a decrease in the projected achievement levels on certain performance-based RSU grants.

We expect interest expense to remain consistent in 2021 as compared to 2020.

We expect Non-operating income, net to decrease in 2021 as compared to 2020 due to the transition services income and gain recognized in 2020 in connection with the sale of our security services customer contracts which will not recur in 2021, and lower interest income in 2021 as a result of lower interest rates.

We qualified for a tax holiday in Switzerland until the end of 2019 which lowered tax rates on certain types of income and required certain thresholds of foreign source income.

The tax holiday reduced our foreign income tax expense by $17.3 million ($0.15 per share) in 2019.

The benefit from the tax holiday is calculated before consideration of any offsetting tax impact in the United States.

Effective January 1, 2020, due to Swiss tax law changes, the tax holiday was eliminated, which was partially offset by a lowered statutory tax rate.

As of December 31, 2020, our principal source of liquidity was $401.2 million of cash and cash equivalents and $765.7 million of marketable securities.

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |

Cash paid for income taxes increased as we used the majority of our net operating loss carryforwards and tax credit carryforwards by the end of 2019.

Impact of Inflation

We do not believe that inflation has had a significant impact on our operations in any of the periods presented.

Contractual Obligations

See Note 11, “Commitments and Contingencies,” *Purchase Obligations and Contractual Agreements*, of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Off-Balance Sheet Arrangements

It is not our business practice to enter into off-balance sheet arrangements.

As of December 31, 2020, we did not have any significant off-balance sheet arrangements.

See Note 11, “Commitments and Contingencies,” *Off-Balance Sheet Arrangements*, of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further information regarding off-balance sheet arrangements.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: $1.01] [added: $1.02] billion of fixed income securities, which consisted of U.S. Treasury bills with maturities of less than one year.

As of December 31, [removed: 2020,] [added: 2021,] we held foreign currency forward contracts in notional amounts totaling [removed: $27.5] [added: $30.3] million to mitigate the impact of exchange rate fluctuations associated with certain foreign currencies.

As of December 31, [removed: 2020,] [added: 2021,] the fair values of the senior notes issued in [removed: 2013, 2015 and] [added: 2015,] 2017 [added: and 2021] were [removed: $758.8] [added: $552.3] million, [removed: $569.1] [added: $573.9] million, and [removed: $589.9] [added: $755.5] million, respectively, based on available market information from public data sources.

[removed: https://www.Facebook.com/Verisign][added: https://facebook.com/Verisign]

[removed: https://www.Twitter.com/Verisign][added: https://twitter.com/Verisign]

[removed: https://www.LinkedIn.com/company/Verisign][added: https://linkedIn.com/company/Verisign]

[removed: https://www.YouTube.com/user/Verisign][added: https://youTube.com/user/Verisign]

We operate the authoritative directory of and/or the back-end systems for all *.com, .net, .cc, [removed: .tv,] .gov, [removed: .jobs,] .edu* and *.name* domain names, among others.

As a registry, we maintain the [removed: master] [added: authoritative] directory of all second-level domain names (e.g., example.com and example.net) in these gTLDs and IDN gTLDs.

In addition, we own and maintain [removed: the] [added: our] shared registration system that allows ICANN-accredited registrars to enter new second-level domain names into [added: Verisign operated] central directories and to submit modifications, transfers, re-registrations, and deletions for existing second-level domain names (“Shared Registration System”).

In addition to our registry agreements with ICANN, we have agreements to operate the registries for the *.tv* and *.cc* country code top-level domains (“ccTLDs”) for Tuvalu and Cocos (Keeling) Islands, respectively, and to operate the [removed: back-end registry] [added: technical] systems for the [removed: *.gov*, *.jobs,*] [added: *.gov*] and *.edu* sponsored [removed: TLDs, among others.][added: TLDs.]

Revenues for *.cc* and *.tv* domain names and our IDN gTLDs are based on a similar fee system and registration system, although the fees charged are not subject to the same pricing restrictions as those [removed: imposed by] [added: for .*com*, as established in] the [removed: DOC on *.com*, or ICANN with respect to *.net*] [added: Cooperative Agreement] and [removed: *.name*.][added: the .*com* Registry Agreement, and for .*net* and .*name*, as established in those respective Registry Agreements.]

The fees received from operating the .*gov* [removed: registry] [added: TLD] are based on the terms of Verisign’s agreement with the U.S. [removed: Government.][added: government.]

The fees [removed: received] from [removed: operating the *.jobs* registry infrastructure, and that] [added: our performance] of [removed: others] [added: the technical operations] for [removed: which Verisign provides such services,] [added: other TLDs,] are based on the terms of Verisign’s agreements with those respective registry operators*.*

Our servers process [removed: more than 215 billion] [added: hundreds of billions of] queries daily.

Our operations infrastructure operates 24 hours a day, supporting [added: the security, integrity and availability of] our services.

- *Distributed Servers:* We operate a large number of high-speed servers globally to support localized [removed: capacity] [added: transaction volume] and performance demands.

- *Networking:* We deploy and maintain a redundant and diverse global network, maintain high-speed, redundant connections to numerous internet service providers, and maintain peering relationships globally to ensure that our critical services are readily accessible to [removed: customers] [added: end users] at all times.

We perform [removed: recurring] [added: continuous] internal vulnerability testing and [added: periodic] controls audits, and also contract with third-party security [removed: consultants who] [added: organizations to] perform periodic penetration tests and security risk assessments on our systems.

We have engineered resiliency and diversity into how we host classes of products throughout our set of interconnected sites to [removed: mitigate] [added: reduce the risk of] unknown vendor defects and [removed: zero-hour] [added: zero-day] security vulnerabilities.

Thus, the corporate networks to which personnel directly connect are separated from the silos that house production services; administration of production gear from corporate systems must go through [removed: an] internal, fortified [removed: intermediary;] [added: intermediaries;] and account credentials used within the corporate networks are not used within the production [removed: silos, nor on the fortified systems.][added: silos.]

We [removed: have] continuously [removed: expanded] [added: expand] our infrastructure to meet demands to support normal and peak system load and attack volumes based on what we have experienced historically, as well as to address projected internet attack trends.

*Call Centers and [removed: Help] [added: Service] Desk:* We provide customer support services over the phone, by email and through web-based self-help systems.

Support is available for customers 24 hours a [removed: day, every day of the year.][added: day.]

*Operations Support and Monitoring:* Through our network operations center, we have an extensive monitoring capability that enables us to track the status and performance of our critical [removed: database systems] [added: systems, network] and [removed: our global resolution systems.][added: services.]

Our network operations center monitors our systems 24 hours a [removed: day, every] day [removed: of the year] and has continued to be staffed by employees working remotely during the COVID-19 pandemic.

In addition to the [removed: gTLDs] [added: gTLD] and [removed: ccTLDs] [added: ccTLD registries] we operate or for which we provide back-end registry services, there are over [removed: 1,200] [added: 1,100] other operational gTLD registries, over 250 ASCII ccTLD registries, more than 50 IDN ccTLD registries, and over 90 IDN gTLD registries.

[removed: In addition, our] [added: Our] industry is characterized by collaborative relationships [removed: involving, and consolidation of,] [added: involving] our competitors.

The internet is governed under a multi-stakeholder model comprising civil society, the private [removed: sector] [added: sector,] including for-profit and not-for-profit organizations such as ICANN, [removed: governments] [added: governments,] including the U.S. government, academia, non-governmental organizations, and international organizations.

ICANN’s multi-stakeholder policy development processes have [removed: created] [added: created,] and will continue to [removed: create] [added: create,] policies, programs, and standards that directly or indirectly impact our business.

We are also subject to country-level laws and regulations in the United States and in [removed: foreign countries.][added: international locations.]

In China, we are required to maintain licenses for [removed: .*com*] [added: .*com,* .*net, .tv*] and [removed: .*net* TLDs] [added: *.cc*] under regulations issued by the Ministry of Industry and Information Technology.

The licenses for [removed: the .*com*] [added: *.com*] and [removed: .*net* TLDs] [added: *.net*] must be renewed in 2022.

Additionally, in many jurisdictions in which we operate, including California, the European Union, the United Kingdom, China and elsewhere, strict new data security and data privacy regulations have [removed: been] [added: been,] or are [removed: being] [added: being,] adopted.

However, compliance costs and other business impacts could become significant [added: if we begin to receive personal registrant information in our .*com* and .*net* TLDs and] as regulatory enforcement increases, as courts interpret these regulations, and as new laws and regulations continue to be adopted.

Other regulations, or changes to regulations, may also impact our business [removed: operations] [added: operations,] including changes to the Digital Services Act or Network and Information Security Directive, in the European Union, or the Communications Decency Act, in the United States.

[removed: The] [added: Although the] *.com* Registry Agreement contains a “presumptive” right of [removed: renewal; although,] [added: renewal,] ICANN could terminate or refuse to [removed: renew.][added: renew the Registry Agreement.]

Amendment 35 extended the term of the Cooperative Agreement until November 30, 2024, which will automatically renew on the same terms [added: for successive six-year terms unless the DOC provides written notice of non-renewal 120 days prior to the end of the then-current term.]

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: 909] [added: 904] employees, of which [removed: 907] [added: 902] were full-time.

[removed: 839] [added: 838] employees (representing approximately [removed: 92%] [added: 93%] of our total workforce) were based in the U.S., and [removed: 70] [added: 66] employees (representing approximately [removed: 8%] [added: 7%] of our total workforce) were based outside the U.S. As of December 31, [removed: 2020,] [added: 2021,] approximately 29% of our global workforce was female, and approximately 43% of our U.S. employees were ethnically and racially diverse.

Based on periodic monitoring, we believe that our employee turnover rate is [added: relatively] low compared to competitive benchmarks and historical trends.

We attribute our strong retention rates to our passion and focus on the Company’s [removed: mission,] [added: mission and] values, continual development of talent, and [removed: provision] [added: the delivery] of competitive and equitable reward programs.

Key human capital areas that we focus on in managing our business include Employee Engagement and Retention, [added: Diversity, Equity and Inclusion,] Compensation and Employee Benefits, Talent Development, and Talent Acquisition.

https://verisign.com

We did not participate in the Tuvalu government’s rebid of the contract to operate *.tv*, and we anticipate transitioning the operation of the *.tv* registry during 2022.

We will continue to operate *.tv* until the transition.

In the past, certain of our competitors have consolidated.

These surveys included two directed to all employees, one directed only to our

onsite employees and one directed only to our leaders.

At least 85% of the applicable employee populations participated in each of these surveys.

In 2021, we conducted a diversity, equity and inclusion review of our recruiting, retention and workplace processes with the help of an outside advisor.

This resulted in the development of a comprehensive strategy and roadmap designed to assist us in building upon our strong foundation while outlining areas for improvement.

We also offer a broad and comprehensive set of benefits to meet the needs of our diverse workforce.

We regularly perform adverse impact analyses on base pay, annual incentives and long-term incentives to help calibrate compensation.

We also track the vaccination status of our employees in order to respond, as applicable, to any requirements or mandates by government regulation.

Finally, we monitor the physical and mental well-being of our employees through frequent leadership updates and regular management outreach.

https://www.Verisign.com

We compete with numerous companies that offer outsourced domain name registration, resolution and other DNS services to registries that require a reliable and scalable infrastructure.

Among our competitors are Donuts, CentralNic Ltd., and GoDaddy.

for successive six-year terms unless the DOC provides written notice of non-renewal 120 days prior to the end of the then-current term.

Further, we are entitled to increase the Maximum Price of a *.com* domain name due to the imposition of any new Consensus Policy or documented extraordinary expense resulting from an attack or threat of attack on the Security or Stability of the DNS as described in the *.com* Registry Agreement, provided that we may not exercise such right unless the DOC provides prior written approval that the exercise of such right will serve the public interest, such approval not to be unreasonably withheld.

Over 86% of the employee population participated in these surveys.

In a separate Ethics and Compliance survey, which 90% of our employees completed, the results indicated that our employees believe we live our values and have a culture that is inclusive and ethical.

We also offer a comprehensive set of benefits.

Finally, to reinforce our connection with our employees, we have significantly increased leadership updates and management outreach.

The health and well-being of our workforce remain a priority.

As previously disclosed, [removed: a subsidiary of] Afilias [removed: plc] [added: Domains No. 3 Limited (now called Altanovo Domains Limited )] (“Afilias”), a competitor and losing bidder in the [removed: *.web*] [added: .web] auction, filed a form of arbitration proceeding against ICANN, an Independent Review Process (“IRP”) under ICANN’s bylaws, on November 14, 2018.

Afilias alleges that the agreement between Verisign and Nu Dotco, LLC (“NDC”) pertaining to [removed: .*web*] [added: *.web*] violated ICANN’s new gTLD Applicant Guidebook.

As a result, Afilias claims that ICANN had a duty to disqualify NDC’s bid and award the [removed: .*web*] [added: *.web*] gTLD to Afilias.

Afilias also claims that ICANN would violate its bylaws pertaining to competition by awarding the [removed: .*web*] [added: *.web*] gTLD to Verisign.

[removed: We expect the] [added: The] IRP panel [removed: to issue] [added: issued] its [added: final] decision [removed: in the first quarter of] [added: on May 20,] 2021.

Consistent with Verisign’s position, the IRP panel dismissed Afilias’ claims for relief seeking to invalidate the *.web* auction and to award the *.web* TLD to Afilias, concluding that such issues were beyond the IRP panel’s jurisdiction.

Furthermore, as expected, the IRP panel’s ruling recommended that ICANN’s Board of Directors consider the objections made regarding the *.web* auction and then make a decision on the delegation of *.web*.

With respect to ICANN, the final decision said that certain actions and/or inaction by ICANN in response to Afilias’ objections did violate aspects of ICANN's bylaws related to transparency and fairness.

On June 19, 2021, Afilias filed an application to the IRP panel requesting that it interpret certain terms of, and make certain amendments to, the final decision.

The IRP panel denied that application in its entirety on December 21, 2021 finding that it was “frivolous” and sanctioning Afilias by directing it to pay ICANN’s attorney fees.

On January 16, 2022, ICANN’s Board directed its Board Accountability Mechanisms Committee to review the IRP panel’s final decision and to provide the Board with its findings to consider and act upon regarding the award and delegation of *.web*.

We believe that Afilias’ claims regarding Verisign’s and NDC’s conduct are without merit, and we intend to vigorously oppose Afilias’ claims in this matter.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the Registrant as of June 30, [removed: 2020,] [added: 2021,] was [removed: $15.1] [added: $16.5] billion based upon the last sale price reported for such date on the Nasdaq Global Select Market.

Number of shares of Common Stock, $0.001 par value, outstanding as of the close of business on February [removed: 12, 2021: 113,094,561] [added: 11, 2022: 110,167,438] shares.

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

| [Item [removed: 1.](#i5fa635c92d5445ec8cdfd4f770e2aae2_13)] [added: 1.](#ibc43e2182d8d4b74b2291403020dd9f5_13)] | | | [removed: [Business](#i5fa635c92d5445ec8cdfd4f770e2aae2_13)] [added: [Business](#ibc43e2182d8d4b74b2291403020dd9f5_13)] | | | [removed: [3](#i5fa635c92d5445ec8cdfd4f770e2aae2_13)] [added: [3](#ibc43e2182d8d4b74b2291403020dd9f5_13)] | | |

| [Item [removed: 1A.](#i5fa635c92d5445ec8cdfd4f770e2aae2_19)] [added: 1A.](#ibc43e2182d8d4b74b2291403020dd9f5_19)] | | | [Risk [removed: Factors](#i5fa635c92d5445ec8cdfd4f770e2aae2_19)] [added: Factors](#ibc43e2182d8d4b74b2291403020dd9f5_19)] | | | [removed: [10](#i5fa635c92d5445ec8cdfd4f770e2aae2_19)] [added: [10](#ibc43e2182d8d4b74b2291403020dd9f5_19)] | | |

| [Item [removed: 1B.](#i5fa635c92d5445ec8cdfd4f770e2aae2_22)] [added: 1B.](#ibc43e2182d8d4b74b2291403020dd9f5_22)] | | | [Unresolved Staff [removed: Comments](#i5fa635c92d5445ec8cdfd4f770e2aae2_22)] [added: Comments](#ibc43e2182d8d4b74b2291403020dd9f5_22)] | | | [removed: [19](#i5fa635c92d5445ec8cdfd4f770e2aae2_22)] [added: [19](#ibc43e2182d8d4b74b2291403020dd9f5_22)] | | |

| [Item [removed: 2.](#i5fa635c92d5445ec8cdfd4f770e2aae2_25)] [added: 2.](#ibc43e2182d8d4b74b2291403020dd9f5_25)] | | | [removed: [Properties](#i5fa635c92d5445ec8cdfd4f770e2aae2_25)] [added: [Properties](#ibc43e2182d8d4b74b2291403020dd9f5_25)] | | | [removed: [19](#i5fa635c92d5445ec8cdfd4f770e2aae2_25)] [added: [19](#ibc43e2182d8d4b74b2291403020dd9f5_25)] | | |

| [Item [removed: 3.](#i5fa635c92d5445ec8cdfd4f770e2aae2_28)] [added: 3.](#ibc43e2182d8d4b74b2291403020dd9f5_28)] | | | [Legal [removed: Proceedings](#i5fa635c92d5445ec8cdfd4f770e2aae2_28)] [added: Proceedings](#ibc43e2182d8d4b74b2291403020dd9f5_28)] | | | [removed: [19](#i5fa635c92d5445ec8cdfd4f770e2aae2_28)] [added: [19](#ibc43e2182d8d4b74b2291403020dd9f5_28)] | | |

| [Item [removed: 4.](#i5fa635c92d5445ec8cdfd4f770e2aae2_31)] [added: 4.](#ibc43e2182d8d4b74b2291403020dd9f5_31)] | | | [Mine Safety [removed: Disclosures](#i5fa635c92d5445ec8cdfd4f770e2aae2_31)] [added: Disclosures](#ibc43e2182d8d4b74b2291403020dd9f5_31)] | | | [removed: [19](#i5fa635c92d5445ec8cdfd4f770e2aae2_31)] [added: [20](#ibc43e2182d8d4b74b2291403020dd9f5_31)] | | |

| [Item [removed: 5.](#i5fa635c92d5445ec8cdfd4f770e2aae2_37)] [added: 5.](#ibc43e2182d8d4b74b2291403020dd9f5_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5fa635c92d5445ec8cdfd4f770e2aae2_37)] [added: Securities](#ibc43e2182d8d4b74b2291403020dd9f5_37)] | | | [removed: [20](#i5fa635c92d5445ec8cdfd4f770e2aae2_37)] [added: [21](#ibc43e2182d8d4b74b2291403020dd9f5_37)] | | |

| [Item [removed: 7.](#i5fa635c92d5445ec8cdfd4f770e2aae2_43)] [added: 7.](#ibc43e2182d8d4b74b2291403020dd9f5_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5fa635c92d5445ec8cdfd4f770e2aae2_43)] [added: Operations](#ibc43e2182d8d4b74b2291403020dd9f5_43)] | | | [removed: [23](#i5fa635c92d5445ec8cdfd4f770e2aae2_43)] [added: [23](#ibc43e2182d8d4b74b2291403020dd9f5_43)] | | |

| [Item [removed: 7A.](#i5fa635c92d5445ec8cdfd4f770e2aae2_55)] [added: 7A.](#ibc43e2182d8d4b74b2291403020dd9f5_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5fa635c92d5445ec8cdfd4f770e2aae2_55)] [added: Risk](#ibc43e2182d8d4b74b2291403020dd9f5_55)] | | | [removed: [31](#i5fa635c92d5445ec8cdfd4f770e2aae2_55)] [added: [31](#ibc43e2182d8d4b74b2291403020dd9f5_55)] | | |

| [Item [removed: 8.](#i5fa635c92d5445ec8cdfd4f770e2aae2_58)] [added: 8.](#ibc43e2182d8d4b74b2291403020dd9f5_58)] | | | [Financial Statements and Supplementary [removed: Data](#i5fa635c92d5445ec8cdfd4f770e2aae2_58)] [added: Data](#ibc43e2182d8d4b74b2291403020dd9f5_58)] | | | [removed: [32](#i5fa635c92d5445ec8cdfd4f770e2aae2_58)] [added: [32](#ibc43e2182d8d4b74b2291403020dd9f5_58)] | | |

| [Item [removed: 9.](#i5fa635c92d5445ec8cdfd4f770e2aae2_124)] [added: 9.](#ibc43e2182d8d4b74b2291403020dd9f5_124)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5fa635c92d5445ec8cdfd4f770e2aae2_124)] [added: Disclosure](#ibc43e2182d8d4b74b2291403020dd9f5_124)] | | | [removed: [56](#i5fa635c92d5445ec8cdfd4f770e2aae2_124)] [added: [55](#ibc43e2182d8d4b74b2291403020dd9f5_124)] | | |

| [Item [removed: 9A.](#i5fa635c92d5445ec8cdfd4f770e2aae2_127)] [added: 9A.](#ibc43e2182d8d4b74b2291403020dd9f5_127)] | | | [Controls and [removed: Procedures](#i5fa635c92d5445ec8cdfd4f770e2aae2_127)] [added: Procedures](#ibc43e2182d8d4b74b2291403020dd9f5_127)] | | | [removed: [56](#i5fa635c92d5445ec8cdfd4f770e2aae2_127)] [added: [55](#ibc43e2182d8d4b74b2291403020dd9f5_127)] | | |

| [Item [removed: 9B.](#i5fa635c92d5445ec8cdfd4f770e2aae2_130)] [added: 9B.](#ibc43e2182d8d4b74b2291403020dd9f5_130)] | | | [Other [removed: Information](#i5fa635c92d5445ec8cdfd4f770e2aae2_130)] [added: Information](#ibc43e2182d8d4b74b2291403020dd9f5_130)] | | | [removed: [56](#i5fa635c92d5445ec8cdfd4f770e2aae2_130)] [added: [55](#ibc43e2182d8d4b74b2291403020dd9f5_130)] | | |

| | | | [PART [removed: III](#i5fa635c92d5445ec8cdfd4f770e2aae2_133)] [added: III](#ibc43e2182d8d4b74b2291403020dd9f5_133)] | | | | | |

| [Item [removed: 10.](#i5fa635c92d5445ec8cdfd4f770e2aae2_136)] [added: 10.](#ibc43e2182d8d4b74b2291403020dd9f5_136)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5fa635c92d5445ec8cdfd4f770e2aae2_136)] [added: Governance](#ibc43e2182d8d4b74b2291403020dd9f5_136)] | | | [removed: [57](#i5fa635c92d5445ec8cdfd4f770e2aae2_136)] [added: [56](#ibc43e2182d8d4b74b2291403020dd9f5_136)] | | |

| [Item [removed: 11.](#i5fa635c92d5445ec8cdfd4f770e2aae2_139)] [added: 11.](#ibc43e2182d8d4b74b2291403020dd9f5_139)] | | | [Executive [removed: Compensation](#i5fa635c92d5445ec8cdfd4f770e2aae2_139)] [added: Compensation](#ibc43e2182d8d4b74b2291403020dd9f5_139)] | | | [removed: [57](#i5fa635c92d5445ec8cdfd4f770e2aae2_139)] [added: [56](#ibc43e2182d8d4b74b2291403020dd9f5_139)] | | |

| [Item [removed: 12.](#i5fa635c92d5445ec8cdfd4f770e2aae2_142)] [added: 12.](#ibc43e2182d8d4b74b2291403020dd9f5_142)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#i5fa635c92d5445ec8cdfd4f770e2aae2_142)] [added: Stockholder](#ibc43e2182d8d4b74b2291403020dd9f5_142)] Matters | | | [removed: [57](#i5fa635c92d5445ec8cdfd4f770e2aae2_142)] [added: [56](#ibc43e2182d8d4b74b2291403020dd9f5_142)] | | |

| [Item [removed: 13.](#i5fa635c92d5445ec8cdfd4f770e2aae2_145)] [added: 13.](#ibc43e2182d8d4b74b2291403020dd9f5_145)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5fa635c92d5445ec8cdfd4f770e2aae2_145)] [added: Independence](#ibc43e2182d8d4b74b2291403020dd9f5_145)] | | | [removed: [57](#i5fa635c92d5445ec8cdfd4f770e2aae2_145)] [added: [56](#ibc43e2182d8d4b74b2291403020dd9f5_145)] | | |

| [Item [removed: 14.](#i5fa635c92d5445ec8cdfd4f770e2aae2_148)] [added: 14.](#ibc43e2182d8d4b74b2291403020dd9f5_148)] | | | [Principal Accountant Fees and [removed: Services](#i5fa635c92d5445ec8cdfd4f770e2aae2_148)] [added: Services](#ibc43e2182d8d4b74b2291403020dd9f5_148)] | | | [removed: [57](#i5fa635c92d5445ec8cdfd4f770e2aae2_148)] [added: [56](#ibc43e2182d8d4b74b2291403020dd9f5_148)] | | |

| | | | [PART [removed: IV](#i5fa635c92d5445ec8cdfd4f770e2aae2_151)] [added: IV](#ibc43e2182d8d4b74b2291403020dd9f5_151)] | | | | | |

| [Item [removed: 15.](#i5fa635c92d5445ec8cdfd4f770e2aae2_154)] [added: 15.](#ibc43e2182d8d4b74b2291403020dd9f5_154)] | | | [Exhibits, Financial Statement [removed: Schedules](#i5fa635c92d5445ec8cdfd4f770e2aae2_154)] [added: Schedules](#ibc43e2182d8d4b74b2291403020dd9f5_154)] | | | [removed: [58](#i5fa635c92d5445ec8cdfd4f770e2aae2_154)] [added: [57](#ibc43e2182d8d4b74b2291403020dd9f5_154)] | | |

| [Item [removed: 16.](#i5fa635c92d5445ec8cdfd4f770e2aae2_157)] [added: 16.](#ibc43e2182d8d4b74b2291403020dd9f5_157)] | | | [10-K [removed: Summary](#i5fa635c92d5445ec8cdfd4f770e2aae2_157)] [added: Summary](#ibc43e2182d8d4b74b2291403020dd9f5_157)] | | | [removed: [60](#i5fa635c92d5445ec8cdfd4f770e2aae2_157)] [added: [59](#ibc43e2182d8d4b74b2291403020dd9f5_157)] | | |

| [removed: [Signatures](#i5fa635c92d5445ec8cdfd4f770e2aae2_160)] [added: [Signatures](#ibc43e2182d8d4b74b2291403020dd9f5_160)] | | | | | | [removed: [61](#i5fa635c92d5445ec8cdfd4f770e2aae2_160)] [added: [60](#ibc43e2182d8d4b74b2291403020dd9f5_160)] | | |

| | | | [PART I](#ibc43e2182d8d4b74b2291403020dd9f5_10) | | | | | |

| | | | [PART II](#ibc43e2182d8d4b74b2291403020dd9f5_34) | | | | | |

| [Item 6.](#ibc43e2182d8d4b74b2291403020dd9f5_40) | | | [\[Reserved\]](#ibc43e2182d8d4b74b2291403020dd9f5_40) | | | [22](#ibc43e2182d8d4b74b2291403020dd9f5_40) | | |

| [Item 9C](#ibc43e2182d8d4b74b2291403020dd9f5_1489). | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ibc43e2182d8d4b74b2291403020dd9f5_1489). | | | [55](#ibc43e2182d8d4b74b2291403020dd9f5_1489) | | |

| | | | [PART I](#i5fa635c92d5445ec8cdfd4f770e2aae2_10) | | | | | |

| | | | [PART II](#i5fa635c92d5445ec8cdfd4f770e2aae2_34) | | | | | |

| [Item 6.](#i5fa635c92d5445ec8cdfd4f770e2aae2_40) | | | [Selected Financial Data](#i5fa635c92d5445ec8cdfd4f770e2aae2_40) | | | [22](#i5fa635c92d5445ec8cdfd4f770e2aae2_40) | | |

As of December 31, [removed: 2020,] [added: 2021,] we owned each of our significant properties, which include our corporate headquarters facility in Reston, Virginia, and data center facilities in New Castle, Delaware and Dulles, Virginia.

On February [removed: 12, 2021,] [added: 11, 2022,] there were [removed: 353] [added: 331] holders of record of our common stock.

The following table presents the share repurchase activity during the three months ended December 31, [removed: 2020:][added: 2021:]

(1)Effective February [removed: 6, 2020,] [added: 11, 2021,] our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $743.0] [added: $747.0] million, in addition to the [removed: $257.0] [added: $253.0] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program.

(2)Effective February [removed: 11, 2021,] [added: 10, 2022,] our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $747.0] [added: $705.4] million, in addition to the [removed: $253.0] [added: $294.6] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program.

The graph assumes that $100 (and the reinvestment of any dividends thereafter) was invested in our common stock, the S&P 500 Index and the S&P 500 Information Technology Index on December 31, [removed: 2015,] [added: 2016,] and calculates the return annually through December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| October 1 – 31, 2021 | | | 268 | | | | | | $210.97 | | | | | | 268 | | | | | | $ | 508.4 | million |

| November 1 – 30, 2021 | | | 242 | | | | | | $233.58 | | | | | | 242 | | | | | | $ | 451.8 | million |

| December 1 – 31, 2021 | | | 285 | | | | | | $243.26 | | | | | | 285 | | | | | | $ | 382.6 | million |

| | | | 795 | | | | | | | | | | | | 795 | | | | | | | | |

| | | | 12/31/16 | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | |

| VeriSign, Inc. | | | $ | 100 | | $ | 150 | | $ | 195 | | $ | 253 | | $ | 284 | | $ | 334 | |

| S&P 500 Index | | | $ | 100 | | $ | 122 | | $ | 116 | | $ | 153 | | $ | 181 | | $ | 233 | |

| S&P 500 Information Technology Index | | | $ | 100 | | $ | 139 | | $ | 138 | | $ | 208 | | $ | 299 | | $ | 403 | |

| October 1 – 31, 2020 | | | 271 | | | | | | $205.95 | | | | | | 271 | | | | | | $ | 449.8 | million |

| November 1 – 30, 2020 | | | 282 | | | | | | $197.67 | | | | | | 282 | | | | | | $ | 394.1 | million |

| December 1 – 31, 2020 | | | 279 | | | | | | $209.14 | | | | | | 279 | | | | | | $ | 335.6 | million |

| | | | 832 | | | | | | | | | | | | 832 | | | | | | | | |

| | | | 12/31/15 | | | 12/31/16 | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | |

| VeriSign, Inc. | | | $ | 100 | | $ | 87 | | $ | 131 | | $ | 170 | | $ | 221 | | $ | 248 | |

| S&P 500 Index | | | $ | 100 | | $ | 112 | | $ | 136 | | $ | 130 | | $ | 171 | | $ | 203 | |

| S&P 500 Information Technology Index | | | $ | 100 | | $ | 114 | | $ | 158 | | $ | 158 | | $ | 237 | | $ | 341 | |

The following table sets forth selected financial data for, and as of the end of, each of the last five fiscal years.

The information set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K, to fully understand factors that may affect the comparability of the information presented below.

Selected Consolidated Statements of Comprehensive Income Data: (in millions, except per share data)

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

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

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

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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

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

| Revenues | | | $ | 1,265 | | | | | $ | 1,232 | | | | | $ | 1,215 | | | | | $ | 1,165 | | | | | $ | 1,142 | |

| Operating income | | | $ | 824 | | | | | $ | 806 | | | | | $ | 767 | | | | | $ | 708 | | | | | $ | 687 | |

| Net income (1) | | | $ | 815 | | | | | $ | 612 | | | | | $ | 582 | | | | | $ | 457 | | | | | $ | 441 | |

| Earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 7.08 | | | | | $ | 5.17 | | | | | $ | 5.13 | | | | | $ | 4.56 | | | | | $ | 4.12 | |

| Diluted | | | $ | 7.07 | | | | | $ | 5.15 | | | | | $ | 4.75 | | | | | $ | 3.68 | | | | | $ | 3.42 | |

———————

(1) Net income for 2020 includes the recognition of $204.2 million of previously unrecognized income tax benefits.

Net income for 2018 includes a $52.0 million after-tax gain related to our divested security services business.

Consolidated Balance Sheet Data: (in millions)

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

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

| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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

| Cash, cash equivalents and marketable securities (1) (2) | | | $ | 1,167 | | | | | $ | 1,218 | | | | | $ | 1,270 | | | | | $ | 2,415 | | | | | $ | 1,798 | |

| Total assets (1) (2) | | | $ | 1,767 | | | | | $ | 1,854 | | | | | $ | 1,915 | | | | | $ | 2,941 | | | | | $ | 2,335 | |

| Deferred revenues | | | $ | 1,063 | | | | | $ | 1,034 | | | | | $ | 1,018 | | | | | $ | 999 | | | | | $ | 976 | |

| Subordinated convertible debentures, including contingent interest derivative (2) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 628 | | | | | $ | 630 | |

| Long-term debt (1) | | | $ | 1,790 | | | | | $ | 1,788 | | | | | $ | 1,785 | | | | | $ | 1,783 | | | | | $ | 1,237 | |

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

——————

(1) The increases in Cash, cash equivalents and marketable securities, Total assets and Long-term debt from 2016 to 2017 was due to the issuance of $550.0 million aggregate principal amount of 4.75% senior unsecured notes due 2027.

(2) The decreases in Cash, cash equivalents and marketable securities, Total assets and Subordinated convertible debentures, including contingent interest derivative from 2017 to 2018 was due to the settlement of our subordinated convertible debentures in 2018.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i5fa635c92d5445ec8cdfd4f770e2aae2_61)] [added: Firm](#ibc43e2182d8d4b74b2291403020dd9f5_61)] | | | [removed: [33](#i5fa635c92d5445ec8cdfd4f770e2aae2_61)] [added: [33](#ibc43e2182d8d4b74b2291403020dd9f5_61)] | | |

| [Consolidated Balance [removed: Sheets](#i5fa635c92d5445ec8cdfd4f770e2aae2_64)] [added: Sheets](#ibc43e2182d8d4b74b2291403020dd9f5_64)] | | | [removed: [36](#i5fa635c92d5445ec8cdfd4f770e2aae2_64)] [added: [36](#ibc43e2182d8d4b74b2291403020dd9f5_64)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5fa635c92d5445ec8cdfd4f770e2aae2_70)] [added: Income](#ibc43e2182d8d4b74b2291403020dd9f5_70)] | | | [removed: [37](#i5fa635c92d5445ec8cdfd4f770e2aae2_70)] [added: [37](#ibc43e2182d8d4b74b2291403020dd9f5_70)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#i5fa635c92d5445ec8cdfd4f770e2aae2_73)] [added: Deficit](#ibc43e2182d8d4b74b2291403020dd9f5_73)] | | | [removed: [38](#i5fa635c92d5445ec8cdfd4f770e2aae2_73)] [added: [38](#ibc43e2182d8d4b74b2291403020dd9f5_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5fa635c92d5445ec8cdfd4f770e2aae2_76)] [added: Flows](#ibc43e2182d8d4b74b2291403020dd9f5_76)] | | | [removed: [39](#i5fa635c92d5445ec8cdfd4f770e2aae2_76)] [added: [39](#ibc43e2182d8d4b74b2291403020dd9f5_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5fa635c92d5445ec8cdfd4f770e2aae2_79)] [added: Statements](#ibc43e2182d8d4b74b2291403020dd9f5_79)] | | | [removed: [40](#i5fa635c92d5445ec8cdfd4f770e2aae2_79)] [added: [40](#ibc43e2182d8d4b74b2291403020dd9f5_79)] | | |

*Opinion on the [removed: Consolidated* *Financial] [added: Consolidated Financial] Statements*

We have audited the accompanying consolidated balance sheets of [removed: Verisign,] [added: VeriSign,] Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of comprehensive income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Notes 1 and 10 to the consolidated financial statements, the Company recognized [removed: $67.8] [added: $230.7] million of deferred tax assets, net as of December 31, [removed: 2020.][added: 2021.]

The Company’s income tax benefit was [removed: $64.6] [added: $2.6] million for the year ended December 31, [removed: 2020.][added: 2021.]

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including [added: controls related to the application of complex tax regulations in the Company’s various tax jurisdictions and the impact on]

[removed: controls related to] the [removed: application of complex tax regulations in the] Company’s [removed: various tax jurisdictions and the impact on the Company’s] U.S. federal, state, and foreign income tax provision.

We have audited VeriSign, Inc. and [removed: subsidiaries’] [added: subsidiaries'] (the Company) internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of comprehensive income, stockholders’ deficit, and cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 19, 2021] [added: 18, 2022] expressed an unqualified opinion on those consolidated financial statements.

[removed: | | | | December 31, 2020 | | | | | | December] [added: DECEMBER] 31, [added: 2021, 2020 AND] 2019 [removed: | | |]

| Cash and cash equivalents | | | $ | [removed: 401,194] [added: 223,487] | | | | | $ | [removed: 508,196] [added: 401,194] | |

| Marketable securities | | | [removed: 765,713] [added: 982,318] | | | | | | [removed: 709,863] [added: 765,713] | | |

| Other current assets | | | [removed: 51,033] [added: 62,930] | | | | | | [removed: 60,530] [added: 51,033] | | |

| Total current assets | | | [removed: 1,217,940] [added: 1,268,735] | | | | | | [removed: 1,278,589] [added: 1,217,940] | | |

| Property and equipment, net | | | [removed: 245,571] [added: 251,223] | | | | | | [removed: 250,283] [added: 245,571] | | |

| Deferred tax assets | | | [removed: 67,914] [added: 230,719] | | | | | | [removed: 87,798] [added: 67,914] | | |

| Other long-term assets | | | [removed: 37,958] [added: 35,560] | | | | | | [removed: 39,812] [added: 37,958] | | |

| Total long-term assets | | | [removed: 548,970] [added: 715,029] | | | | | | [removed: 575,420] [added: 548,970] | | |

| Total assets | | | $ | [removed: 1,766,910] [added: 1,983,764] | | | | | $ | [removed: 1,854,009] [added: 1,766,910] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 208,642] [added: 226,580] | | | | | $ | [removed: 209,988] [added: 208,642] | |

| Deferred revenues | | | [removed: 780,051] [added: 847,411] | | | | | | [removed: 755,178] [added: 780,051] | | |

| Total current liabilities | | | [removed: 988,693] [added: 1,073,991] | | | | | | [removed: 965,166] [added: 988,693] | | |

| Long-term deferred revenues | | | [removed: 282,838] [added: 305,950] | | | | | | [removed: 278,702] [added: 282,838] | | |

| Senior notes | | | [removed: 1,790,083] [added: 1,785,709] | | | | | | [removed: 1,787,565] [added: 1,790,083] | | |

| Long-term tax and other liabilities | | | [removed: 95,494] [added: 78,633] | | | | | | [removed: 312,676] [added: 95,494] | | |

| Total long-term liabilities | | | [removed: 2,168,415] [added: 2,170,292] | | | | | | [removed: 2,378,943] [added: 2,168,415] | | |

| Total liabilities | | | [removed: 3,157,108] [added: 3,244,283] | | | | | | [removed: 3,344,109] [added: 3,157,108] | | |

| Common stock and additional paid-in capital—par value $0.001 per share; Authorized shares: 1,000,000; Issued shares: [removed: 353,789] [added: 354,199] at December 31, [removed: 2020] [added: 2021] and [removed: 353,157] [added: 353,789] at December 31, [removed: 2019;] [added: 2020;] Outstanding shares: [removed: 113,470] [added: 110,519] at December 31, [removed: 2020] [added: 2021] and [removed: 116,715] [added: 113,470] at December 31, [removed: 2019] [added: 2020] | | | [removed: 14,275,160] [added: 13,620,038] | | | | | | [removed: 14,990,011] [added: 14,275,160] | | |

| Accumulated deficit | | | [removed: (15,662,602)] [added: (14,877,772)] | | | | | | [removed: (16,477,490)] [added: (15,662,602)] | | |

| Accumulated other comprehensive loss | | | [removed: (2,756)] [added: (2,785)] | | | | | | [removed: (2,621)] [added: (2,756)] | | |

| [removed: Total] [added: Total] stockholders’ [removed: deficit] [added: deficit, beginning of period] | | | [added: $ |] (1,390,198) | | | | | [added: $] | (1,490,100) | | | [added: | | $ | (1,385,474) | |]

| Total liabilities and stockholders’ deficit | | | $ | [removed: 1,766,910] [added: 1,983,764] | | | | | $ | [removed: 1,854,009] [added: 1,766,910] | |

February 18, 2022

February 18, 2022

| | | | December 31, 2021 | | | | | | December 31, 2020 | | |

| Total stockholders’ deficit | | | (1,260,519) | | | | | | (1,390,198) | | |

| Other, net | | | 6,027 | | | | | | (9,108) | | | | | | (11,926) | | |

| Repayment of borrowings | | | (750,000) | | | | | | — | | | | | | — | | |

| Proceeds from borrowings, net of issuance costs | | | 741,053 | | | | | | — | | | | | | — | | |

As substantially all of the RSUs granted by the Company are routine annual grants, none of the awards are designed to be spring-loaded, and as such, the Company does not adjust the market price of its common stock when estimating the grant-date fair value of these awards.

The gross and net unrealized gains and losses included in the fair value of the debt securities were not significant for the periods presented.

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| | | | 2021 | | | | | | 2020 | | |

| Long-term prepaid expenses | | | $ | 10,976 | | | | | $ | 7,105 | |

| Other | | | 2,144 | | | | | | 2,172 | | |

| | | | 2021 | | | | | | 2020 | | |

| Taxes payable | | | 26,793 | | | | | | 27,194 | | |

| | | | 2021 | | | | | | 2020 | | |

Debt

| | | | | | | | | | | | | | | | 2021 | | | | | | 2020 | | |

| Senior notes due 2031 | | | | | | June 8, 2021 | | | June 15, 2031 | | | 2.700 | | % | 750,000 | | | | | | — | | |

| Principal amount of senior notes | | | | | | | | | | | | | | | 1,800,000 | | | | | | 1,800,000 | | |

On June 8, 2021, the Company issued $750.0 million of 2.700% senior unsecured notes due 2031.

The 2031 Notes were issued at 99.712% of par value.

The total discount and issuance costs of $8.9 million are presented on the balance sheet as a reduction of the debt obligation and are being amortized to Interest expense over the 10-year term of the notes.

On June 23, 2021, the Company used the net proceeds from the 2031 Notes and cash on hand, to redeem all of its $750.0 million aggregate principal amount of outstanding 4.625% senior notes due 2023 (“2023 Notes”).

The redemption of the 2023 Notes resulted in a loss on debt extinguishment of $2.1 million related to the unamortized debt issuance costs on the notes.

The loss on extinguishment is included in Non-operating loss (income), net in 2021.

The 2019 Credit Facility was amended in December 2021 to address the LIBOR transition.

The higher deferred revenue balance as of December 31, 2021 also reflects an increase in the volume of early renewal transactions that occurred before the .*com* price increase became effective on September 1, 2021.

| Total stock-based compensation | | | $ | 55,061 | | | | | $ | 50,026 | | | | | $ | 52,316 | |

| Total stock-based compensation | | | $ | 55,061 | | | | | $ | 50,026 | | | | | $ | 52,316 | |

| Granted | | | 316 | | | | | | $ | 200.64 | |

| Forfeited | | | (30) | | | | | | $ | 185.99 | |

| | | | 603 | | | | | | $ | 192.88 | |

| Loss on extinguishment of debt | | | $ | (2,149) | | | | | $ | — | | | | | $ | — | |

The redemption of the 2023 Notes resulted in a loss on debt extinguishment of $2.1 million related to the unamortized debt issuance costs on the notes.

| Intercompany non-U.S. intellectual property transfer | | | (165,517) | | | | | | — | | | | | | — | | |

| Remeasurement of unrecognized tax benefits | | | (5,095) | | | | | | (204,673) | | | | | | 7,365 | | |

| Other | | | 130 | | | | | | (4,355) | | | | | | (6,422) | | |

February 19, 2021

February 19, 2021

VERISIGN, INC.

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

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

| Conversion of subordinated convertible debentures | | | — | | | | | | — | | | | | | (159,592) | | |

| Cumulative effects of changes in accounting principles | | | — | | | | | | — | | | | | | 22,512 | | |

| Total stockholders’ deficit, end of period | | | $ | (1,390,198) | | | | | $ | (1,490,100) | | | | | $ | (1,385,474) | |

| Amortization of discount on investments in debt securities | | | (6,131) | | | | | | (14,777) | | | | | | (18,259) | | |

| Other, net | | | 3,425 | | | | | | 3,668 | | | | | | 14,646 | | |

| Other investing activities | | | — | | | | | | — | | | | | | (160) | | |

| Repayment of principal on subordinated convertible debentures | | | — | | | | | | — | | | | | | (1,250,009) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

The Company’s assumptions, judgments and estimates relative to the value of a deferred tax asset take into account predictions of the amount and character of future taxable income, such as income from operations or capital gains income.

Actual operating results and the underlying amount and character of income in future years could render the Company’s current assumptions, judgments and estimates of recoverable net deferred taxes inaccurate.

Any of the assumptions, judgments and estimates mentioned above could cause the Company’s actual income tax obligations to differ from its estimates, thus materially impacting its financial condition and results of operations.

model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables.

The fair value of the debt securities held as of December 31, 2020 was $1.01 billion, including less than $0.1 million of gross and net unrealized gains.

Debt securities purchased with original maturities in excess of three months are included in Marketable securities.

Debt securities purchased with original maturities less than three months are included in Cash and cash equivalents.

| Contingent consideration receivable | | | — | | | | | | 14,721 | | |

| Other tax receivable | | | 969 | | | | | | 6,927 | | |

| Long-term prepaid expenses and other assets | | | 8,308 | | | | | | 6,594 | | |

Other tax receivables as of December 31, 2019 included indirect benefits related to the previously unrecognized tax benefits that were remeasured during 2020, as discussed in Note 10.

“Income Taxes.”

| Taxes payable and other tax liabilities | | | 27,194 | | | | | | 30,308 | | |

“Income Taxes.” During 2020, the Company recognized an income tax benefit of $204.2 million, primarily as a result of the remeasurement of certain previously unrecognized income tax benefits as discussed in Note 10.

“Income Taxes.”

Debt and Interest Expense

As of December 31, 2020, the Company had senior notes outstanding of $1.79 billion, net of unamortized issuance costs.

The indenture governing the 2023 Senior Notes contains covenants that limit the ability of the Company and/or its restricted subsidiaries, under certain circumstances, to, among other things: (i) pay dividends or make distributions on, or redeem or repurchase, its capital stock; (ii) make certain investments; (iii) create liens on assets; (iv) enter into sale/leaseback transactions and (v) merge or consolidate or sell all or substantially all of its assets.

These covenants are subject to a number of important limitations and exceptions.

The Indenture also provides for events of default, which, if any of them occurs, may permit or, in certain circumstances, require the principal, premium, if any, accrued and unpaid interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

The Company has remained in compliance with these covenants and no events of default have occurred over the term of the Notes.

*Subordinated Convertible Debentures*

In 2018 the Company settled all of its outstanding subordinated convertible debentures, paying the $1.25 billion principal value in cash, and issuing 26.1 million shares of common stock for the excess of the conversion value over the principal amount.

The Company recognized a loss of $6.6 million upon extinguishment of the subordinated convertible debentures based on the amount of the total consideration allocated to the liability component of the debentures.

The following table presents the components of the Company’s interest expense:

| | | | (In thousands) | | | | | | | | | | | | | | |

| Contractual interest on Senior Notes | | | $ | 87,063 | | | | | $ | 87,063 | | | | | $ | 87,063 | |

Based on our management’s evaluation, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as of December 31, [removed: 2020,] [added: 2021,] our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] using the criteria established in *Internal Control-Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

KPMG LLP, an independent registered public accounting firm, has issued a report concerning the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

None.

On February 16, 2021, our Board of Directors amended our Bylaws to decrease the aggregate ownership percentage of stockholders needed to call a special meeting from 25% to 10% as described in Article I, Section 2 of the Bylaws.

The amended Bylaws, which were effective upon approval by our Board of Directors, contain certain notice and other requirements relevant to the ability of our stockholders to call a special meeting.

This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.02 to this Form 10-K.

PART III

None.

PART III

The information required by this item regarding our directors and nominees, Audit Committee, Corporate Governance and Nominating Committee, and Compensation Committee will be included under the captions “Proposal No. 1—Election of Directors,” “Security Ownership of Certain Beneficial Owners” and “Corporate Governance” in our Proxy Statement related to the [removed: 2021] [added: 2022] Annual Meeting of Stockholders and is incorporated herein by reference (our [removed: “2021] [added: “2022] Proxy Statement”).

Information required by this item is incorporated herein by reference to our [removed: 2021] [added: 2022] Proxy Statement from the discussions under the captions “Compensation of Directors,” “Non-Employee Director Retainer Fees and Equity Compensation Information” and “Non-Employee Director Compensation Table for [removed: 2020,”] [added: 2021,”] and “Executive Compensation.”

Information required by this item is incorporated herein by reference from the discussions under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our [removed: 2021] [added: 2022] Proxy Statement.

Information required by this item is incorporated herein by reference to our [removed: 2021] [added: 2022] Proxy Statement from the discussions under the captions “Policies and Procedures with Respect to Transactions with Related Persons,” “Certain Relationships and Related Transactions” and “Independence of Directors.”

Information required by this item is incorporated herein by reference to our [removed: 2021] [added: 2022] Proxy Statement from the discussions under the captions “Principal Accountant Fees and Services” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors.”

Our independent registered public accounting firm is KPMG LLP, McLean, VA, Auditor Firm ID: 185.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i5fa635c92d5445ec8cdfd4f770e2aae2_61)] [added: Firm](#ibc43e2182d8d4b74b2291403020dd9f5_61)] | | | [removed: [33](#i5fa635c92d5445ec8cdfd4f770e2aae2_61)] [added: [33](#ibc43e2182d8d4b74b2291403020dd9f5_61)] | | |

| [Consolidated Balance [removed: Sheets](#i5fa635c92d5445ec8cdfd4f770e2aae2_64)] [added: Sheets](#ibc43e2182d8d4b74b2291403020dd9f5_64)] | | | [removed: [36](#i5fa635c92d5445ec8cdfd4f770e2aae2_64)] [added: [36](#ibc43e2182d8d4b74b2291403020dd9f5_64)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5fa635c92d5445ec8cdfd4f770e2aae2_70)] [added: Income](#ibc43e2182d8d4b74b2291403020dd9f5_70)] | | | [removed: [37](#i5fa635c92d5445ec8cdfd4f770e2aae2_70)] [added: [37](#ibc43e2182d8d4b74b2291403020dd9f5_70)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#i5fa635c92d5445ec8cdfd4f770e2aae2_73)] [added: Deficit](#ibc43e2182d8d4b74b2291403020dd9f5_73)] | | | [removed: [38](#i5fa635c92d5445ec8cdfd4f770e2aae2_73)] [added: [38](#ibc43e2182d8d4b74b2291403020dd9f5_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5fa635c92d5445ec8cdfd4f770e2aae2_76)] [added: Flows](#ibc43e2182d8d4b74b2291403020dd9f5_76)] | | | [removed: [39](#i5fa635c92d5445ec8cdfd4f770e2aae2_76)] [added: [39](#ibc43e2182d8d4b74b2291403020dd9f5_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5fa635c92d5445ec8cdfd4f770e2aae2_79)] [added: Statements](#ibc43e2182d8d4b74b2291403020dd9f5_79)] | | | [removed: [40](#i5fa635c92d5445ec8cdfd4f770e2aae2_79)] [added: [40](#ibc43e2182d8d4b74b2291403020dd9f5_79)] | | |

| 3.01 | | | | | | [removed: [Sixth Amended and Restated] [added: [Restated] Certificate of Incorporation of the Registrant.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000004/vrsn-20161231x10kxex301.htm) | | | | | | 10-K | | | | | | 2/17/17 | | | | | | 3.01 | | | | | | | | | | | |

| 3.02 | | | | | | [Bylaws of VeriSign, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex302.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex302.htm)] | | | | | | [added: 10-K] | | | | | | [added: 2/19/21] | | | | | | [added: 3.02] | | | | | | | | | [removed: X] | | |

| [removed: 4.04] [added: 4.06] | | | | | | [Description of Securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex404.htm)] [added: Registrant](http://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex404.htm)] | | | | | | [added: 10-K] | | | | | | [added: 2/19/21] | | | | | | [added: 4.04] | | | | | | | | | [removed: X] | | |

| [removed: 10.03] [added: 10.14] | | | | | | [removed: [VeriSign,] [added: [Amended and Restated VeriSign,] Inc. [removed: Annual] [added: 2006 Equity] Incentive [removed: Compensation Plan.](http://www.sec.gov/Archives/edgar/data/1014473/000101447315000039/a2015proxystatement.htm#sE223C86B174D80C6F3A96AE0D83BB386)] [added: Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000102/a2016definitiveproxystatem.htm#s92812585CB5CECADF5E033E2599C6057)] + | | | | | | DEF 14A | | | | | | [removed: 4/8/15] [added: 4/29/16] | | | | | | Appendix A | | | | | | | | | | | |

| [removed: 10.04] [added: 10.03] | | | | | | [Form of Amended and Restated Change-in-Control and Retention Agreement \[CEO Form of Agreement\].](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000029/vrsn-2017630x10qxex1001.htm) + | | | | | | 10-Q | | | | | | 7/27/17 | | | | | | 10.01 | | | | | | | | | | | |

| [removed: 10.05] [added: 10.04] | | | | | | [Amended and Restated Change-in-Control and Retention Agreement.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000029/vrsn-2017630x10qxex1002.htm) + | | | | | | 10-Q | | | | | | 7/27/17 | | | | | | 10.02 | | | | | | | | | | | |

| [removed: 10.07] [added: 10.05] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit Agreement.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000011/vrsn-2012630x10qxex1003.htm) + | | | | | | 10-Q | | | | | | 7/27/12 | | | | | | 10.03 | | | | | | | | | | | |

| [removed: 10.08] [added: 10.07] | | | | | | [Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on November 29, 2012.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit101.htm) | | | | | | 8-K | | | | | | 11/30/12 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.09] [added: 10.08] | | | | | | [Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on November 29, 2012.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit102.htm) | | | | | | 8-K | | | | | | 11/30/12 | | | | | | 10.2 | | | | | | | | | | | |

| [removed: 10.10] [added: 10.09] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000101/vrsn-2016630x10qxex1001.htm) + | | | | | | 10-Q | | | | | | 4/28/16 | | | | | | 10.01 | | | | | | | | | | | |

| [removed: 10.11] [added: 10.22] | | | | | | [Credit [removed: Agreement dated] [added: Agreement, amended and restated] as of December [removed: 12, 2019] [added: 23, 2021] among [removed: VeriSign, Inc.,] [added: VERISIGN, INC.,] the Lenders as defined [removed: therein,] [added: therein and] JPMorgan Chase Bank, N.A., as Administrative [removed: Agent, and J.P. Morgan Europe Limited, as London Agent.](http://www.sec.gov/Archives/edgar/data/1014473/000101447319000041/vrsnform8-k121319xex101.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex1022.htm)] | | | | | | [removed: 8-K] | | | | | | [removed: 12/13/19] | | | | | | [removed: 10.1] | | | | | | | | | [added: X] | | |

| [removed: 10.12] [added: 10.10] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000086/vrsn-20151231x10kxex1070.htm) + | | | | | | 10-K | | | | | | 2/19/16 | | | | | | 10.70 | | | | | | | | | | | |

| [removed: 10.13] [added: 10.11] | | | | | | [Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on October 20, 2016](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a101-amendmenttocomregistr.htm) | | | | | | 8-K | | | | | | 10/20/16 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.14] [added: 10.12] | | | | | | [Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a102-amendment32tocooperat.htm) | | | | | | 8-K | | | | | | 10/20/16 | | | | | | 10.2 | | | | | | | | | | | |

| [removed: 10.15] [added: 10.13] | | | | | | [Amendment Number Thirty-Four (34) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a103-amendment34tocooperat.htm) | | | | | | 8-K | | | | | | 10/20/16 | | | | | | 10.3 | | | | | | | | | | | |

| [removed: 10.17] [added: 10.15] | | | | | | [.Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on June 28, 2017.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000018/exhibit101.htm) | | | | | | 8-K | | | | | | 6/28/17 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.18] [added: 10.16] | | | | | | [Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc. and the U.S. Department of Commerce, entered into on October 26, 2018](http://www.sec.gov/Archives/edgar/data/1014473/000101447318000042/exhibit101-amendment35.htm) | | | | | | 8-K | | | | | | 11/1/18 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.19] [added: 10.17] | | | | | | [Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, 2018](http://www.sec.gov/Archives/edgar/data/1014473/000101447319000005/vrsn-20181231x10kxex1020.htm) | | | | | | 10-K | | | | | | 2/15/19 | | | | | | 10.20 | | | | | | | | | | | |

| [removed: 10.20] [added: 10.18] | | | | | | [Second Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2019](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1021.htm) | | | | | | 10-K | | | | | | 2/14/20 | | | | | | 10.21 | | | | | | | | | | | |

| [removed: 10.21] [added: 10.19] | | | | | | [Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc. and VeriSign, Inc., dated as of December 10, 2019](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1022.htm)† | | | | | | 10-K | | | | | | 2/14/20 | | | | | | 10.22 | | | | | | | | | | | |

| [removed: 10.22] [added: 10.20] | | | | | | [Third Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, [removed: 2020](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000010/vrsn8-k32720xex101.htm)[.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000010/vrsn8-k32720xex101.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000010/vrsn8-k32720xex101.htm)] | | | | | | 8-K | | | | | | 03/27/20 | | | | | | 10.1 | | | | | | | | | | | |

| [removed: 10.23] [added: 10.21] | | | | | | [First Amendment to the .net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on April 27, 2020.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000034/vrsn-2020930x10qxex1001.htm) | | | | | | 10-Q | | | | | | 10/22/20 | | | | | | 10.01 | | | | | | | | | | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex2301.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.01 | | | | | | [Powers of Attorney (Included as part of the signature pages [removed: hereto).](#i5fa635c92d5445ec8cdfd4f770e2aae2_160)] [added: hereto).](#ibc43e2182d8d4b74b2291403020dd9f5_160)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.01 | | | | | | [Certification of Principal Executive Officer pursuant to Exchange Act Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex3101.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex3101.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.02 | | | | | | [Certification of Principal Financial Officer pursuant to Exchange Act Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex3102.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex3102.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.01 | | | | | | [Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. [removed: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex3201.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex3201.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.02 | | | | | | [Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. [removed: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex3202.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex3202.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 4.04 | | | | | | [Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-1.htm) | | | | | | 8-K | | | | | | 6/8/2021 | | | | | | 4.1 | | | | | | | | | | | |

| 4.05 | | | | | | [First Supplemental Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-2.htm) | | | | | | 8-K | | | | | | 6/8/2021 | | | | | | 4.2 | | | | | | | | | | | |

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

| 10.16 | | | | | | [Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan, as amended and restated](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000102/a2016definitiveproxystatem.htm#s92812585CB5CECADF5E033E2599C6057) + | | | | | | DEF 14A | | | | | | 4/29/16 | | | | | | Appendix A | | | | | | | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Commonwealth of Virginia, on the [removed: 19th] [added: 18th] day of February [removed: 2021.][added: 2022.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on the [removed: 19th] [added: 18th] day of February [removed: 2021.][added: 2022.]

| /S/ COURTNEY ARMSTRONG | | | | | | Director | | |

| COURTNEY ARMSTRONG | | | | | | | | |

| /S/ LOUIS A. SIMPSON | | | | | | Director | | |

| LOUIS A. SIMPSON | | | | | | | | |