Verisign (VRSN) 10-K risk factor changes: FY2022 vs FY2021

Actual results could differ materially from those projected in the forward-looking statements contained in this Form 10-K as a result of the risk factors discussed below and elsewhere in this Form 10-K and in other filings we make with the [removed: SEC.][added: SEC.*]

The forms of these attacks are constantly evolving and may involve methods, [removed: tools] [added: tools,] and strategies that may not have been previously identified 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.

We have developed policies, [removed: procedures] [added: standards,] and [removed: standards] [added: procedures] to identify, protect, detect, respond, and recover from threats posed by cybersecurity risks, and failure to comply with these policies, [removed: procedures] [added: standards,] and [removed: standards] [added: procedures] 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 [removed: remote or] [added: our] hybrid work environment, [removed: including during the COVID-19 pandemic,] or our ability to effectively manage cybersecurity risks could be impacted.

Our failure to effectively manage these security risks, including insider threats, could result in material harm to our business, including loss of or delay in revenues, failure to meet [removed: contracted] service level [removed: obligations,] [added: agreements,] 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 use externally-developed technology, [removed: systems] [added: systems,] and services, including both hardware and software, for a variety of purposes, including compute, storage, encryption and authentication, back-office support, and other functions.

We have developed policies, [removed: procedures,] [added: standards,] and [removed: standards] [added: procedures] 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 hardware, software, or other technology assets, could result in material harm to our business, including loss of or delay in revenues, failure to meet [removed: contracted] service level [removed: obligations,] [added: agreements,] 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.

While we have adopted mitigation techniques, [removed: procedures] [added: procedures,] and strategies to defend against DDoS attacks, [added: and have successfully mitigated DDoS attacks to date,] there can be no assurance that we will be able to defend against every attack, especially as the attacks increase in size and sophistication.

Any attack, even if only partially successful, could disrupt our networks, increase response time, negatively impact our ability to meet our service level [removed: obligations,] [added: agreements,] and generally impede our ability to provide reliable service to our customers and the broader internet community.

We have historically incurred, and will continue to incur, significant costs to enable our infrastructure to process levels of attack traffic that [removed: are significant multiples of] [added: can be substantially larger than] our normal transaction volume.

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

[removed: If these new technologies, services and capabilities are not effective, our networks could be] disrupted, our response times could increase, our ability to meet our [removed: contracted] service level [removed: obligations] [added: agreements] could be negatively impacted, and our ability to provide reliable service to our customers and the broader internet community could be impeded.

Despite testing, services as complex as those we offer or develop could contain undetected defects or errors, which could result in service outages or disruptions, compromised customer data, including DNS data, diversion of development resources, injury to our reputation, [removed: tort or contract] [added: legal] claims, increased insurance costs or increased service costs.

While we strive to prevent, detect and remediate defects or errors, they can and do occur and they could result in our inability to meet customer expectations in a timely manner, failure to meet our [removed: contracted] service level [removed: obligations,] [added: agreements,] injury to our reputation, and increased costs.

To address internet routing system vulnerabilities, many internet service providers [removed: are beginning to adopt] [added: have adopted] and apply internet reachability policies based on a system known as the Resource Public Key Infrastructure (“RPKI”) operated by the regional internet registries (“RIRs”).

Such impacts may include degraded or full loss of reachability of service addresses in the global internet routing system, resulting in degradation or complete loss of availability of our [added: registration and resolution] services.

[removed: We may contract] [added: Contracting] with [removed: one or more] RIRs [added: for the provision of and access] to [removed: employ RPKI, which] [added: RPKI services] carries material operational risks, as described above, as well as material contractual risks, which may expose us to service disruptions and material liability.

We depend on the uninterrupted operation of our various systems, secure data [removed: centers] [added: centers,] and other computer and communication networks.

Our systems and operations are vulnerable to damage or interruption from power loss, transmission cable cuts and other telecommunications failures, damage or interruption caused by fire, earthquake, and other natural disasters, intentional acts of vandalism, terrorist attacks, unintentional [removed: mistakes] [added: mistakes,] or errors.

We are also subject to [added: the risk of] state suppression of internet operations.

Any of these problems or outages could create potential liability and exposure, including from a failure to meet our [removed: contracted] service level [removed: obligations,] [added: agreements,] and could decrease customer satisfaction, harming our business, or resulting in adverse publicity and damage to our reputation or call into question our ability to preserve the security and stability of the internet.

Most of the computing infrastructure for our Shared Registration System is located at, and most of our customer information is stored in, [removed: our owned] data [removed: centers.][added: centers we own or lease and operate.]

In 2019, we [removed: began expanding] [added: expanded] some of our data center services to a leased data center facility.

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 [removed: obligations] [added: agreements] pertaining to our resolution services and impact the resolution of domain names on the internet.

If the providers that our connections depend upon do not protect, maintain, improve, and reinvest in their networks or present [removed: inconsistent] [added: inconsistent, incorrect, or invalid] data regarding [removed: the] DNS [added: responses] through their networks, our business could be harmed.

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, [removed: or] the TLD zone files that we operate, [removed: including, for example, the .*gov* registry,] or other network functions, could result in, among other problems, (1) a DNS resolution or other service outage or degradation, (2) the deletion of one or more [removed: TLDs] [added: gTLDs or ccTLDs] from the internet, (3) the deletion of one or more second-level domain names from the internet, or (4) a misdirection of one or more domain names to different servers.

In such an event, we could face material liability and exposure from litigation and investigations, fail to meet [removed: contracted] service level [removed: obligations,] [added: agreements,] or be at risk for loss of various security and standards-based compliance certifications needed for operation of our businesses, and customers could be reluctant to use our services, any of which could also adversely affect our reputation and harm our business or cause financial losses that are either not insured against or not fully covered through any insurance.

Standard renewals of the .*com* Registry Agreement do not require further DOC approval, although the prior written approval of the DOC is required for the removal of, or any changes to the pricing section (other than as approved in Amendment 35 to the Cooperative [removed: Agreement)] [added: Agreement),] and for changes to certain other specified terms whether such removal or changes [removed: is] [added: are] made at a renewal or otherwise.

We also have the right under the Cooperative Agreement to seek the removal of these pricing restrictions on the *.com* [removed: TLD] [added: gTLD] if we demonstrate to the DOC that market conditions no longer warrant these restrictions.

However, [removed: it is uncertain] [added: we can provide no assurances] whether we will seek the removal of these restrictions, or whether the DOC would approve the removal of these restrictions.

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 material liability and [added: could] have a material adverse effect on our business.

[added: 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 demand for domain name registrations in China.

Registries, including us, and China-based registrars are also required by some of these regulations to obtain a government-issued license for each [removed: TLD] [added: gTLD or ccTLD] operating in China.

Violations of laws, regulations or internal policies and procedures by our employees, contractors or agents could result in financial reporting problems, investigations, fines, penalties, or prohibition on [removed: the importation or exportation of our products and services and could have a material adverse effect on our business.]

- political and economic tensions between governments and changes in international trade policies and/or the economic and trade sanctions programs administered by [removed: the Office of Foreign Assets Control (“OFAC”)] [added: OFAC] of the U.S. Department of the Treasury;

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

ICANN could adopt Consensus Policies or Temporary Policies that (1) are unfavorable to us as the registry operator of *.com*, *.net* and other gTLDs [removed: that] we operate, (2) are inconsistent with our current or future plans, (3) impose substantial costs on our business, (4) subject the Company to additional legal risks, or (5) affect our competitive position.

ICANN could impose requirements on us through changes to these IETF standards, or new standards, that are inconsistent with our current or future plans, that impose substantial [removed: costs on our business, that subject the Company to additional legal risks, or that affect our competitive position.]

We are, and may in the future become, involved in claims, lawsuits, [removed: audits] [added: audits,] and investigations, including intellectual property litigation and infringement claims.

If these new technologies, services and capabilities are not effective, our infrastructure could be

In addition, we are subject to social engineering attacks including phishing, spear phishing, whaling, vishing, smishing, and domain spoofing, which are designed to entice people to divulge sensitive information or take actions that, if successful, could pose a material risk to our operations.

The number of such attacks is increasing.

Social engineering attacks have occurred in concert with ransomware attacks.

While we deploy advanced tools and conduct continuous security awareness training to address social engineering attacks, such measures cannot provide absolute security.

Similarly, although we implement redundant architecture and multiple recovery solutions, and conduct periodic exercises to mitigate the threat of ransomware, we still may be subject to successful ransomware attacks.

Our failure to prevent such attacks, including any successful social engineering attack, could result in our inability to meet our service legal agreements and could otherwise materially harm our business, including from legal claims, governmental investigations and scrutiny, injury to our reputation, and increased costs.

We are also subject to changing laws and regulations that impact whether, how, and under what circumstances we may transfer, process and/or receive certain data that is critical to our operations, including data shared between countries or regions in which we operate and data shared among our products and services.

For example, following the invalidation of the U.S.-EU Safe Harbor by the European Court of Justice (“EUCJ”) in 2015, the European Union and United States agreed to an alternative framework for data transferred from the European Union to the United States, called Privacy Shield.

In 2018, Privacy Shield was also invalidated by the EUCJ.

In 2022, the United States and European Union announced a new, but undefined data transfer framework, which once finalized, also could be subject to further legal challenges.

New laws, regulations, directives or ICANN polices that require us to obtain and maintain personal information of registrants of domain names in the .com and .net gTLDs could impose material compliance costs and could create new, material legal and others risks to our business.

If we are required to, or choose to, obtain and maintain personal information of registrants of domain names in the .com and .net gTLDs we could be required to incur significant compliance and legal costs as a result of GDPR and other similar regulations.

For example, we could incur material costs to protect such information from unauthorized disclosure and, under GDPR, to ensure authorized disclosures are permitted.

Failure to properly protect such information, or failure to comply with GDPR, could expose the Company to material costs and penalties.

In addition, new obligations to obtain and maintain personal information of registrants in the .com and .net gTLDs could conflict with certain laws and regulations that may require such personal information be maintained solely within the jurisdiction of the data subject.

In addition, any such new obligations could increase the cost and risks associated with complying with regulations that require verification of registrant personal information, including for purposes of complying with the economic and trade sanctions programs administered by the Office of Foreign Assets Control (“OFAC”).

Such laws, regulations, directives or ICANN policies, could give rise to significant claims, inquiries, investigations or other actions against us, which could result in significant costs, damages, fines or penalties and could delay the development of new products, change our current business practices, result in negative publicity, require significant management time and attention, all or any of which could materially harm our business.

the importation or exportation of our products and services and could have a material adverse effect on our business.

costs on our business, that subject the Company to additional legal risks, or that affect our competitive position.

Deterioration of economic conditions could materially harm our business.

Our business is, and could continue to be, adversely affected by the deterioration in national or global economic conditions, including high inflation rates, increasing interest rates, disruption in the supply chain, and currency fluctuations, resulting from the continuing economic effects of the COVID-19 pandemic, war and civil unrest, and other political and economic developments.

The severity and duration of a these economic conditions, as well as the timing, strength, and sustainability of any recovery, are unknown and are not within the Company’s control.

Also to remain competitive, we have undertaken important initiatives such as our efforts to acquire the *.web* gTLD, and we may in the future undertake other important initiatives.

Any of these initiatives require significant resources, can subject us to regulatory scrutiny and/or negative publicity, and divert management attention from our existing business.

Such undertakings, including our efforts to acquire the *.web* gTLD, may be unsuccessful and costly.

Finally, consolidation within our

To the extent any of our patents are considered “standards essential patents,” in some cases we

Additional or unforeseen effects from the COVID-19 pandemic and the global economic climate may give rise to or amplify many of the risks discussed below.*

In recent years, the size of DDoS attacks has grown rapidly.

We have successfully mitigated DDoS attacks during this time frame that are significantly larger than those we have historically experienced.

services and capabilities to help mitigate DDoS attacks.

For example, the

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

The costs of complying or failing to comply with these laws and regulations could limit our ability to operate in our current locations, expose us to compliance costs and substantial liability, and result in costly and time-consuming litigation.

Similarly, the European Union’s General Data Protection Regulation, which greatly increases the jurisdictional reach of European Union law and adds broad new requirements for handling personal data, including the public disclosure of significant data breaches, and significant penalties, became effective in May 2018.

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.

To conduct our operations, we regularly move data across national borders and receive data originating from different jurisdictions, and consequently we are subject to these continuously evolving and developing laws and regulations both in the United States and internationally regarding privacy, data protection and data security.

The scope of the laws and regulations that are applicable to us is often uncertain and may be conflicting, particularly with respect to international laws and regulations.

These evolving legal, regulatory and compliance frameworks could impose significant costs for us that are likely to increase over time.

- currency exchange rate fluctuations;

- difficulties in verifying end-user information, including for the purposes of complying with the verification requirements of certain countries and with the economic and trade sanctions programs administered by OFAC;

- more stringent privacy and data localization policies in some international jurisdictions;

Since 2018, the United States and China have imposed tariffs on certain of each other’s exports.

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, 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 subsequent Consensus Policy that may make such transfer of Thick Whois data to us optional.

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

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

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 materially impact our business, operations, financial condition and results of operations remains uncertain.

The United States and the global community we serve are facing unprecedented challenges posed by the COVID-19 pandemic.

The pandemic, and the preventative measures taken in response to the pandemic (including “shelter-in-place” or “stay-at-home” and similar orders issued by international, federal, state or local authorities and the subsequent relaxation and re-imposition of such orders), have resulted in, and are expected to continue to result in, significant volatility, business and economic disruptions and uncertainty.

In response to the pandemic, we have taken steps to protect our employees, including arranging for most of our employees to work remotely, while we continue to operate all of our services, including our registry services for *.com* and *.net* and our root operations.

However, the extent to which the effects of the pandemic will continue to impact our business, operations, financial condition and results of operations remains uncertain and depends on numerous evolving factors that we may not be able to control or predict, including:

- the duration and scope of the pandemic;

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

- the impact of the pandemic on our key personnel and other employees (including the impact of work-from-home arrangements on employee productivity and morale);

- the extent to which we are able to maintain and replace critical internet infrastructure components when necessary;

- our continued ability to execute on business continuity plans for the maintenance of our critical internet infrastructure while most of our employees continue to work remotely; and

- any negative impact on the demand for new and renewal domain name registrations resulting from the economic disruption caused by the pandemic and responses thereto.

Further, the impact of COVID-19 and the volatile regional and global economic conditions stemming from the pandemic may also precipitate or exacerbate other risks discussed in these Risk Factors, any of which could have a material effect on us.

As of the date of this Form 10-K, our financial condition and results of operations have not been adversely impacted by the COVID-19 pandemic.

Regardless, this situation is uncertain and additional effects may arise that we are not presently aware of or that we currently do not consider present material risks to our operations.

If we are unable to successfully respond to and manage the impact of the pandemic, and the resulting responses to it, our business, operations, financial condition and results of operations could be adversely impacted, and the impact could be material.

If we do not successfully evolve and demonstrate the value of our services, we may not be able to compete effectively with current or future competitors, and such competitive pressures could materially harm our business.

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.

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: 2022.][added: 2023.]

*This section of this Form 10-K generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Discussions of [removed: 2019] [added: 2020] items and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] 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: 2020.*][added: 2021.*]

As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 173.4] [added: 173.8] million .*com* and .*net* registrations in the domain name base.

[removed: 2021] [added: 2022] Business Highlights and Trends

- We recorded revenues of [removed: $1,327.6] [added: $1,424.9] million in [removed: 2021,] [added: 2022,] which represents an increase of [removed: 5%] [added: 7%] compared to [removed: 2020.][added: 2021.]

- We recorded operating income of [removed: $866.8] [added: $943.1] million during [removed: 2021,] [added: 2022,] which represents an increase of [removed: 5%] [added: 9%] as compared to [removed: 2020.][added: 2021.]

- We finished [removed: 2021] [added: 2022] with [removed: 173.4] [added: 173.8] million *.com* and *.net* registrations in the domain name base, which represents a [removed: 5%] [added: 0.2%] increase from December 31, [removed: 2020.][added: 2021.]

- During [removed: 2021,] [added: 2022,] we processed [removed: 44.6] [added: 39.9] million new domain name registrations for .*com* and .*net* compared to [removed: 42.4] [added: 44.6] million in [removed: 2020.][added: 2021.]

- The final *.com* and *.net* renewal rate for the third quarter of [removed: 2021] [added: 2022] was [removed: 75.0%] [added: 73.7%] compared to [removed: 73.7%] [added: 75.0%] for the same quarter of [removed: 2020.][added: 2021.]

[removed: - We] [added: In 2021, we] repurchased 3.3 million shares of our common stock [added: at an average stock price of $215.16] for an aggregate cost of $700.0 [removed: million in 2021.][added: million.]

As of December 31, [removed: 2021,] [added: 2022,] there was [removed: $382.6] [added: $858.8] million remaining for future share repurchases under the share repurchase program.

[removed: -] Effective [removed: February 10,] [added: October 27,] 2022, our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $705.4] [added: $803.0] million, in addition to the [removed: $294.6] [added: $197.0] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to [removed: $1.0] [added: $1.00] billion under the program.

- We generated cash flows from operating activities of [removed: $807.2] [added: $831.1] million in [removed: 2021,] [added: 2022,] which represents an increase of [removed: 11%] [added: 3%] as compared to [removed: 2020.][added: 2021.]

[removed: -] During [removed: the fourth quarter of] 2021, we [removed: recognized] [added: completed] a [removed: deferred income tax benefit of $165.5 million related to the] transfer of [removed: certain non-US] intellectual property between [added: certain non-U.S.] subsidiaries.

- On February [removed: 10, 2022,] [added: 9, 2023,] we announced that we will increase the annual registry-level wholesale fee for each new and renewal *.com* domain name registration from [removed: $8.39] [added: $8.97] to [removed: $8.97,] [added: $9.59,] effective September 1, [removed: 2022.][added: 2023.]

[removed: We] [added: As discussed in prior periods, we] believe that the effects of the [added: COVID-19] pandemic [removed: to date have] [added: initially] led to an increase in the demand for domain names, particularly as businesses and entrepreneurs [removed: have been seeking] [added: sought] to establish or expand their presence online in [removed: response to] the [added: beginning of the] pandemic.

See Note 10, “Income Taxes” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion of the $165.5 million [added: deferred tax asset and corresponding income tax benefit recognized in the fourth quarter of 2021.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Cost of revenues | | | [removed: 14.5] [added: 14.1] | | | | | | [removed: 14.2] [added: 14.5] | | | | | | [removed: 14.6] [added: 14.2] | | |

| Research and development | | | [removed: 6.1] [added: 6.0] | | | | | | [removed: 5.9] [added: 6.1] | | | | | | [removed: 4.9] [added: 5.9] | | |

[removed: | General] [added: Selling, general] and [removed: administrative | | | 11.1 | | | | | | 11.8 | | | | | | 11.2 | | |][added: administrative]

| Total costs and expenses | | | [removed: 34.7] [added: 33.8] | | | | | | [removed: 34.8] [added: 34.7] | | | | | | [removed: 34.5] [added: 34.8] | | |

| Operating income | | | [removed: 65.3] [added: 66.2] | | | | | | [removed: 65.2] [added: 65.3] | | | | | | [removed: 65.5] [added: 65.2] | | |

| Interest expense | | | [removed: (6.3)] [added: (5.3)] | | | | | | [removed: (7.1)] [added: (6.3)] | | | | | | [removed: (7.4)] [added: (7.1)] | | |

| Non-operating [removed: (loss) income,] [added: income (loss),] net | | | [removed: (0.1)] [added: 0.9] | | | | | | [removed: 1.2] [added: (0.1)] | | | | | | [removed: 3.5] [added: 1.2] | | |

| Income before income taxes | | | [removed: 58.9] [added: 61.8] | | | | | | [removed: 59.3] [added: 58.9] | | | | | | [removed: 61.6] [added: 59.3] | | |

| Income tax [removed: benefit] (expense) [added: benefit] | | | [removed: 0.2] [added: (14.5)] | | | | | | [removed: 5.1] [added: 0.2] | | | | | | [removed: (11.9)] [added: 5.1] | | |

| Net income | | | [removed: 59.1] [added: 47.3] | | % | | | | [removed: 64.4] [added: 59.1] | | % | | | | [removed: 49.7] [added: 64.4] | | % |

We also derive revenues from operating domain name registries [added: and technical systems] for several other [removed: TLDs] [added: gTLDs] and [removed: from providing back-end registry services to a number of TLD registry operators,] [added: ccTLDs,] all of which are not significant in relation to our consolidated revenues.

[removed: For domain names registered in the *.com* and *.net* registries we] receive a fee from registrars per annual registration that is determined pursuant to our agreements with ICANN.

Individual customers, called registrants, contract directly with registrars or their resellers, and the [removed: registrars] [added: registrars, who are our direct customers,] in turn register the domain names with Verisign.

[removed: Effective September 1, 2021, we] [added: We] increased the annual registry-level wholesale fee for each new and renewal .*com* domain name registration from $7.85 to [removed: $8.39.][added: $8.39 effective September 1, 2021, and from $8.39 to $8.97 effective September 1, 2022.]

On February [removed: 10, 2022,] [added: 9, 2023,] we announced that we will increase the annual registry-level wholesale fee for each new and renewal *.com* domain name registration from [removed: $8.39] [added: $8.97] to [removed: $8.97,] [added: $9.59,] effective September 1, [removed: 2022.][added: 2023.]

We have the contractual right to increase the fees for [removed: *.net*] [added: .*net*] domain name registrations by up to 10% each year during the term of our agreement with ICANN, through June 30, 2023.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | % Change | | | | | | [removed: 2020] [added: 2021] | | | | | | % Change | | | | | | [removed: 2019] [added: 2020] | | |

| *.com* and *.net* domain name registrations in the domain name base | | | | | | [removed: 173.4] [added: 173.8] million | | | | | | [removed: 5] [added: —] | | % | | | | [removed: 165.2] [added: 173.4] million | | | | | | [removed: 4] [added: 5] | | % | | | | [removed: 158.8] [added: 165.2] million | | |

[removed: Growth in the] [added: Demand for] domain [removed: name base] [added: names] has been primarily driven by continued internet growth and marketing activities carried out by us and our registrars.

However, competitive pressure from ccTLDs, other gTLDs, services that offer alternatives for an online presence, such as social media, ongoing changes in internet practices and behaviors of consumers and business, as well as the motivation of existing domain name registrants managing their investment in domain names, [added: such as for resale at increased prices or for revenue generation through website advertising,] and [removed: historical] global economic uncertainty, has limited the [removed: rate of growth of the] [added: demand for] domain [removed: name base in the past] [added: names] and may continue to do so in the future.

Revenues increased by [removed: $62.5] [added: $97.3] million in [removed: 2021] [added: 2022] compared to [removed: 2020,] [added: 2021,] primarily due to an increase in revenues from the operation of the registry for the [removed: *.com* TLD] [added: .*com* gTLD] driven by [added: the price increases that became effective September 1, 2022 and 2021, and to] a [removed: 5%] [added: lesser extent, an] increase in the domain name base for [removed: *.com* and the price increase which became effective September 1, 2021.][added: .*com*.]

These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties, including, statements regarding our expectations about the sufficiency of our existing cash, cash equivalents and marketable securities, and funds generated from operations, together with our borrowing capacity under the unsecured revolving credit facility.

We have recognized $234.6 million of deferred tax assets, net as of December 31, 2022.

Our income tax expense was $206.4 million for the year ended December 31, 2022.

For domain names registered in the *.com* and *.net* registries we

Under the .*com* Registry Agreement, we are permitted to increase the price of a *.com* domain name registration by up to 7% in each of the final four years of each six-year period beginning on October 26, 2018.

On July 28, 2022, we announced that we will increase the annual registry-level wholesale fee for each new and renewal *.net* domain name registration from $9.02 to $9.92, effective February 1, 2023.

| | | | | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | 1,424.9 | | | | | 7 | | % | | | | $ | 1,327.6 | | | | | 5 | | % | | | | $ | 1,265.1 | |

This increased demand appears to have subsided in 2022.

Additionally, revenues from the operation of the .*tv* registry increased by $6.6 million in 2022 primarily due to the recognition of the remaining deferred revenue as the operation of the .*tv* registry was transitioned to a new operator in November 2022 and upon completion of the transition, we had no remaining performance obligations to our customers.

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S | | | $ | 937.6 | | | | | 10 | | % | | | | $ | 851.3 | | | | | 6 | | % | | | | $ | 804.7 | |

| EMEA | | | 226.0 | | | | | | (2) | | % | | | | 231.7 | | | | | | 8 | | % | | | | 214.2 | | |

| China | | | 106.0 | | | | | | 4 | | % | | | | 101.7 | | | | | | (11) | | % | | | | 113.7 | | |

| Other | | | 155.3 | | | | | | 9 | | % | | | | 142.9 | | | | | | 8 | | % | | | | 132.5 | | |

| Total revenues | | | $ | 1,424.9 | | | | | 7 | | % | | | | $ | 1,327.6 | | | | | 5 | | % | | | | $ | 1,265.1 | |

Revenues in the U.S. benefited from several such changes during 2022, while revenues in EMEA were negatively impacted.

During 2022, revenues increased in all regions except EMEA, which declined due to the factors described above.

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of revenues | | | $ | 200.7 | | | | | 5 | | % | | | | $ | 191.9 | | | | | 7 | | % | | | | $ | 180.2 | |

Compensation and benefits expenses increased by $2.3 million as a result of an increase in expenses related to employee salaries.

Telecommunications expenses increased by $1.9 million due to an increase in network costs supporting our operations.

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | $ | 85.7 | | | | | 6 | | % | | | | $ | 80.5 | | | | | 8 | | % | | | | $ | 74.7 | |

Capitalized labor decreased by $1.5 million due to a shift in work from capital projects to certain non-capital projects and

maintenance of existing software products.

Allocated overhead expenses increased by $1.3 million primarily due to an increase in total allocable expenses.

| | | | 2022 | | | | | | % Change | | | | | | 2021 | | | | | | % Change | | | | | | 2020 | | |

| | | | (Dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative | | | $ | 195.4 | | | | | 4 | | % | | | | $ | 188.4 | | | | | 1 | | % | | | | $ | 186.0 | |

Compensation and benefits expenses increased by $1.4 million due to increased employee salaries expenses and insurances related benefits expenses.

| | | | (Dollars in millions) | | | | | | | | | | | | | | |

| Income tax expense (benefit) | | | 206.4 | | | | | | $ | (2.6) | | | | | $ | (64.7) | |

| | | | 2022 | | | | | | 2021 | | |

| | | | (In millions) | | | | | | | | |

| Cash and cash equivalents | | | $ | 373.6 | | | | | $ | 223.5 | |

| Marketable securities | | | 606.8 | | | | | | 982.3 | | |

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 2022, (iii) continued growth in registrations in the domain name base in 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 2022, (v) our effective tax rate for 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 2022, and (viii) our planned property and equipment expenditures for 2022.

- 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”).

COVID-19 Update

The United States and the global community we serve are facing unprecedented challenges posed by the COVID-19 pandemic.

In response to the pandemic, we have established a task force to monitor the pandemic and have taken a number of actions to protect our employees, including restricting travel, modifying our sick leave policy to encourage quarantine and isolation when warranted, and directing most of our employees to work from home.

We have implemented our readiness plans, which include the ability to maintain critical internet infrastructure with most employees working remotely.

Our revenues continued to grow during 2020 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.

The broader implications of the pandemic on our business and operations and our financial results, including the extent to which the effects of the pandemic will impact future growth in the domain name base, remain uncertain.

The duration and severity of the economic disruptions from the pandemic may ultimately result in negative impacts on our business and operations, results of operations, financial condition, cash flows, liquidity and capital and financial resources.

For further discussion, see “Risk Factors – 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 impact our business, operations, financial condition and results of operations remains uncertain” in Part I, Item 1A of this Form 10-K.

deferred tax asset and corresponding income tax benefit recognized in the fourth quarter of 2021 and the $204.2 million income tax benefit recognized in 2020 as a result of the remeasurement of certain previously unrecognized income tax benefits.

| Sales and marketing | | | 3.0 | | | | | | 2.9 | | | | | | 3.8 | | |

On October 26, 2018, Verisign and the DOC amended the Cooperative Agreement.

The amendment, among other items, extends the term of the Cooperative Agreement until November 30, 2024 and permits the price of a *.com* domain name to be increased, subject to appropriate changes to the *.com* Registry Agreement, without further DOC approval, by up to 7% in each of the final four years of each six-year period beginning on October 26, 2018.

On March 27, 2020, Verisign and ICANN agreed to an amendment to the *.com* Registry Agreement that, among other items, incorporates these changes agreed to with the DOC to the pricing terms.

| | | | | | | (Dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | $ | 1,327,576 | | | | | 5 | | % | | | | $ | 1,265,052 | | | | | 3 | | % | | | | $ | 1,231,661 | |

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

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

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

| | | | (Dollars in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S | | | $ | 851,299 | | | | | 6 | | % | | | | $ | 804,647 | | | | | 4 | | % | | | | $ | 772,586 | |

| EMEA | | | 231,686 | | | | | | 8 | | % | | | | 214,204 | | | | | | 3 | | % | | | | 206,975 | | |

| China | | | 99,727 | | | | | | (12) | | % | | | | 113,048 | | | | | | (5) | | % | | | | 119,291 | | |

| Other | | | 144,864 | | | | | | 9 | | % | | | | 133,153 | | | | | | — | | % | | | | 132,809 | | |

| Total revenues | | | $ | 1,327,576 | | | | | 5 | | % | | | | $ | 1,265,052 | | | | | 3 | | % | | | | $ | 1,231,661 | |

Revenues increased during 2021 in all regions except China.

Revenues from registrars based in China declined during 2021 as a result of lower new registrations and renewal rates in the country.

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.

| Cost of revenues | | | $ | 191,933 | | | | | 7 | | % | | | | $ | 180,177 | | | | | — | | % | | | | $ | 180,467 | |

Direct cost of revenues increased by $5.7 million primarily due to an increase in registry fees payable to ICANN in connection with the operation of the registry for the *.com* TLD.

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

| Sales and marketing | | | $ | 39,877 | | | | | 8 | | % | | | | $ | 36,790 | | | | | (21) | | % | | | | $ | 46,637 | |

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.

We expect sales and marketing expenses as a percentage of revenues to remain consistent in 2022 as compared to 2021.

| Research and development | | | $ | 80,529 | | | | | 8 | | % | | | | $ | 74,671 | | | | | 23 | | % | | | | $ | 60,805 | |

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.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $1.02 billion] [added: $776.1 million] of fixed income securities, which consisted of U.S. Treasury bills with maturities of less than one year.

As of December 31, [removed: 2021,] [added: 2022,] we held foreign currency forward contracts in notional amounts totaling [removed: $30.3] [added: $32.0] million to mitigate the impact of exchange rate fluctuations associated with certain foreign currencies.

As of December 31, [removed: 2021,] [added: 2022,] the [added: aggregate] fair [removed: values] [added: value] of the senior notes issued in 2015, 2017 and 2021 [removed: were $552.3 million, $573.9 million, and $755.5 million, respectively,] [added: was $1.65 billion,] based on available market information from public data sources.

Our services allow individuals and organizations to establish their online identities, while providing the secure, always-on access they need to communicate and transact reliably with [removed: large-scale] online audiences.

We are the exclusive registry of domain names within the *.com, .net,* and *.name* generic top-level domains (“gTLDs”), among others, under agreements with ICANN and also, with respect to the *.com* [removed: agreement,] [added: gTLD,] the U.S. Department of Commerce (“DOC”).

In addition, we own and maintain our shared registration system that allows [removed: ICANN-accredited] registrars to enter new second-level domain names into [removed: Verisign operated] [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 [removed: agreements] [added: an agreement with Cocos (Keeling) Islands] to operate the [removed: registries for the *.tv* and *.cc*] country code top-level [removed: domains (“ccTLDs”)] [added: domain (“ccTLD”) registry] for [removed: Tuvalu and Cocos (Keeling) Islands, respectively,] [added: *.cc*,] and [added: other agreements] to operate the technical systems for the *.gov* and *.edu* sponsored [removed: TLDs.][added: gTLDs.]

These [removed: TLDs] [added: gTLDs and ccTLDs] are also supported by our global constellation of DNS servers and Shared Registration System.

[removed: The fees charged] [added: Unlike other gTLDs, the prices we charge] for *.com*, *.net* and *.name* [removed: may only be increased according to adjustments prescribed] [added: domain name registrations are controlled by pricing provisions] in our agreements with ICANN [removed: over the applicable term.][added: and our prices may be increased only according to those provisions.]

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

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

The fees from our performance of the technical operations for [added: back-end registry services for] other [removed: TLDs,] [added: gTLDs] are based on the terms of [removed: Verisign’s] [added: our] agreements with those respective registry operators*.*

Our [added: main] operations infrastructure consists of secure data centers in Dulles, Virginia; Ashburn, Virginia; [added: and] New Castle, Delaware; [removed: and Fribourg, Switzerland] as well as more than [removed: 100] [added: 200] other [removed: sites] [added: points of presence] around the world.

Our domain name servers refer requestors to the associated authoritative name servers for second level domains under [removed: our TLDs,] [added: the gTLDs and ccTLDs we operate,] thus enabling DNS resolution for [removed: every] *.com* and *.net* domain [removed: name on the internet] [added: names] and for domain names [removed: under] [added: in] a [removed: large] number of other [removed: TLDs.][added: gTLDs and ccTLDs that we manage, or for which we provide back-end registry services.]

Our servers process hundreds of billions of [removed: queries] [added: transactions] daily.

Our operations infrastructure operates [removed: 24 hours a day,] [added: continuously,] supporting the security, integrity and availability of our [removed: services.][added: services, which are critical for our business and internet users.]

In conjunction with our proprietary software, processes and procedures, this [added: purpose-built] global constellation of servers offers rapid failover, global and local load balancing, and threshold monitoring on critical servers.

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

- [removed: *Security:*] [added: *Security and Availability:*] We incorporate architectural concepts such as protected domains, restricted nodes, and distributed access control in our system architecture.

In addition, we employ firewalls and intrusion detection software, [added: endpoint and network detection and response systems] as well as proprietary security mechanisms at many points across our infrastructure.

We continuously [removed: expand] [added: enhance] our infrastructure [added: and capabilities] 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.

We maintain data centers with mirrored services that allow failover with no data loss and no loss of function or [removed: capacity, as well as a tertiary facility in Switzerland.][added: capacity.]

We periodically operate services at [removed: an] alternate data [removed: center] [added: centers] during maintenance windows to ensure the availability of our data centers for disaster recovery.

We seek to expand our business through focused marketing campaigns and programs that target growth in the *.com* and *.net* domain name base, both domestically and [removed: in foreign markets.][added: internationally.]

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

Among our competitors operating gTLD and ccTLD registries are China Internet Network Information Center (CNNIC), DENIC, Nominet, [added: Identity Digital,] Public Interest Registry (PIR), [removed: Donuts,] [added: CentralNic, Google, .xyz,] GoDaddy, and Radix.

Furthermore, [removed: to the extent end-users increase the use of mobile applications to locate and access content,] we face competition from providers of [removed: such] web and mobile [removed: applications.][added: applications that allow end-users to locate and access content.]

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

For example, in response to the General Data Protection Regulation, ICANN issued a Temporary Policy modifying public access to information from [removed: the] Whois [removed: services delivered by registrars and registries.][added: services.]

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

Because we do not possess extensive personal [added: registrant] information, we have not yet experienced significant impacts from these regulations.

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

Other regulations, or changes to regulations, may also [added: significantly] impact our business 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 [removed: States.][added: States, or the Personal Information Protection Law, in China.]

*.com [removed: Top-Level] [added: Generic* *Top-Level] Domain*

Our operation of the .*com* [removed: TLD] [added: gTLD] is subject to the terms of a registry agreement with ICANN (as amended, the “.*com* Registry Agreement”).

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

Other significant terms within the .*com* Registry Agreement include performance specifications and service level [removed: agreements] [added: agreements, including by example,] for the availability of our DNS resolution services, our [removed: shared registration system,] [added: Shared Registration System,] and our Whois services.

We are also required under the .*com* Registry Agreement to provide ICANN-accredited registrars with [added: nondiscriminatory] access to our systems to register or take other actions related to domain names.

[removed: The] [added: For] *.com* [removed: Registry Agreement requires that] [added: and *.name* domain name registrations, we pay ICANN] on a quarterly basis [removed: we pay] $0.25 [removed: to ICANN] for each annual [removed: term of a] domain name [removed: registered or renewed during such quarter.][added: registration.]

Amendment 3 also clarified that the restrictions in the *.com* Registry Agreement relating to vertical integration apply solely to the *.com* [removed: TLD] [added: gTLD] and also clarified that our ability to increase prices by 7% over the previous year due to new ICANN Consensus Policies or documented extraordinary expense may occur only in years where we do not otherwise take the price increases described above.

Our operation of the .*com* [removed: TLD] [added: gTLD] is also subject to the terms of a Cooperative Agreement with the DOC.

[removed: DOC approval of changes to or the renewal of the .*com* Registry Agreement was limited by Amendment 35 to only the following circumstances: (1) changes to the pricing provisions (other than as approved in Amendment 35), (2) changes to the vertical integration provisions (other than the clarification approved in Amendment 35), (3) changes to the security, stability] and resiliency posture as reflected in the functional or performance specifications (including the service level agreements), (4) changes to the conditions for renewal or termination of the *.com* Registry Agreement, or (5) changes to the Whois service (except as mandated by ICANN through Temporary or Consensus Policies).

Finally, Amendment 35 clarified that the restrictions in the *.com* Registry Agreement relating to vertical integration apply solely to the .*com* [removed: TLD.][added: gTLD.]

On November 15, 2022, we transitioned the operation of the *.tv* ccTLD to another service provider.

We also anticipate transitioning the operation of the *.gov* registry to another operator during 2023, but will continue to operate it until such transition.

Retail pricing for these domain name registrations is established by registrars.

For *.net* domain name registrations, we remit to ICANN a $0.75 fee per annual .*net* domain name registration that is collected from registrars.

- *Data Integrity:* We use several proprietary systemic integrity checks and validations to ensure data correctness when updating and publishing the DNS records for the gTLDs and ccTLDs we operate.

Our network operations center monitors our systems continuously.

The applications to renew the licenses for *.com* and *.net* are currently under review by the Ministry of Industry and Information Technology.

DOC approval of changes to or the renewal of the .*com* Registry Agreement was limited by Amendment 35 to only the following circumstances: (1) changes to the pricing provisions (other than as approved in Amendment 35), (2) changes to the vertical integration provisions (other than the clarification approved in Amendment 35), (3) changes to the security, stability

Our operation of the .*net* gTLD is not subject to the terms of the Cooperative Agreement.

Our employees are mission driven and values focused.

Their dedication to these principles forms the backbone that enables Verisign to provide secure, stable, and resilient global connectivity.

*Employee Engagement:* In order to deliver on our mission, it is essential to have an engaged workforce that exhibits our values, which include: being stewards of the internet, being passionate about technology, respecting others, exhibiting integrity, taking responsibility, and holding ourselves to a higher standard.

These principles are integrated into our operating model and are foundational to our ability to attract, retain, and develop top talent.

This commitment serves to create engagement and drives a collaborative and inclusive environment where our employees can thrive.

To monitor engagement levels and well-being we routinely conduct employee surveys.

In our most recent survey in October of 2022, approximately 85% of our employee population participated.

In 2022, we continued to build on our strong foundation through roundtable discussions to support open dialogue, training sessions for all employees on the importance of a diverse and inclusive workplace, and growing our employee resource group representation.

Verisign continues to partner with organizations that are dedicated to resisting and reversing historical injustice.

Our progress is evident through our October 2022 employee

survey results where participants indicated that they understand how to support an inclusive work environment and that Verisign demonstrates a visible commitment to diversity.

Our managers regularly hold conversations with employees about career management, coaching, and other development opportunities to help encourage and drive the growth of our talent.

In 2022, these strategies enabled us to hire a significant number of female and racially or ethnically diverse employees.

*Hybrid Work Posture:* After shifting to remote work during the COVID 19 pandemic, we are now transitioning to a hybrid work posture.

Over the latter half of 2022, we piloted our new hybrid work posture with a focus on how work gets done versus where it gets done.

Leaders met with their teams to develop team agreements that summarized the operating norms and protocols their teams need to use in this new hybrid environment.

The team agreements created the foundation for employees to create work schedules that align with corporate and individual needs as well as provide employees the flexibility to manage work-life balance.

Our managers received training on managing in a hybrid environment.

The training focused on leading with inclusive practices, effective communication, empathy, and accountability.

Our offices remain a place for collaboration, networking, and strategic discussion.

| Selling, general and administrative | | | 420 | | | | | | 419 | | | | | | 414 | | |

| Danny R. McPherson | | | | | | 48 | | | | | | Executive Vice President, Engineering, Operations and Chief Security Officer | | |

Danny R.

McPherson, has served as Executive Vice President, Engineering, Operations, and Chief Security Officer since April 2022.

From May 2010 to April 2022, he served in various roles of increasing responsibility, including as Chief Security Officer.

Prior to joining the Company, Mr. McPherson was Chief Security Officer with Arbor Networks, a cybersecurity solutions company, and prior to that held technical leadership positions in architecture, engineering and operations with Amber Networks, a network technology company, Qwest Communications, Inc., a telecommunications company, Genuity, Inc., a technology company, MCI Communications, Inc., a telecommunications company, and the U.S. Army Signal Corps.

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.

We also provide internationalized domain name (“IDN”) services that enable internet users to access domain names in characters representing their local language.

Our gTLDs and ccTLDs can support standards-compliant domain name registrations in over 100 different native languages and scripts.

This includes different physical security silos, which themselves are separated into bulkheads, and in which servers are located.

Corporate networks are in their own physical silo.

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 internal, fortified intermediaries; and account credentials used within the corporate networks are not used within the production silos.

- *Data Integrity:* We employ both phased and systemic integrity validation operations via a number of proprietary mechanisms on all internal DNS publication operations.

Throughout the COVID-19 pandemic, our support teams have continued servicing our customers while working remotely.

Our network operations center monitors our systems 24 hours a day and has continued to be staffed by employees working remotely during the COVID-19 pandemic.

The markets for our services are dynamic, characterized by ongoing technological developments, shifting channel dynamics, frequent new product introductions, and evolving industry standards.

The constantly changing nature of these markets and the continued evolution of security threats will require us to continually improve the performance, features, and reliability of our services, and to introduce both new and enhanced products and services.

The licenses for *.com* and *.net* must be renewed in 2022.

Our employee value proposition and collaborative working environment allows us to attract a strong talent base to meet the current and future demands of our business.

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

*•Employee Engagement and Retention:* We use employee feedback to monitor morale and engagement.

During 2021, we conducted several surveys to better understand our employees’ well-being during the COVID-19 pandemic and to more effectively guide our response.

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.

The results indicated high satisfaction rates with our on-going response to, and communications during, the pandemic.

Moreover, when we hire talent, they tend to stay.

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.

In 2021, we hired 82 new employees.

During the COVID-19 pandemic, the safety and well-being of our employees has remained a key focus and priority.

Throughout 2021, approximately 94% of our employees continued in a work-from-home status.

To protect the health of our employees who work on site, we have rigorous cleaning and safety protocols for our facilities.

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

We adjusted employee leave and other policies with the intention of providing our workforce with flexibility it needs to manage personal challenges arising from the pandemic.

We enhanced mental health resources available to our employees, and unique individual requirements are supported to the greatest degree possible.

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

| Sales and marketing | | | 74 | | | | | | 68 | | | | | | 71 | | |

| General and administrative | | | 345 | | | | | | 346 | | | | | | 328 | | |

internationally.

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

On January 16, 2022, ICANN’s Board directed its Board Accountability Mechanisms Committee [added: (“BAMC”)] to review the IRP panel’s final decision and to provide the Board with its findings to consider and [added: recommendations to] act upon regarding the award and delegation of *.web*.

On May 19, 2022, the BAMC requested that the parties submit detailed summaries of their claims along with supporting materials.

All parties submitted the requested materials by August 29, 2022.

It is expected that after the BAMC makes its findings and recommendations, the ICANN Board will determine the final disposition of *.web*.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

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: 2021,] [added: 2022,] was [removed: $16.5] [added: $12.4] 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: 11, 2022: 110,167,438] [added: 10, 2023: 104,879,307] shares.

Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

| [Item [removed: 1.](#ibc43e2182d8d4b74b2291403020dd9f5_13)] [added: 1.](#i72947494fdc8420a98024fbdb1c55535_13)] | | | [removed: [Business](#ibc43e2182d8d4b74b2291403020dd9f5_13)] [added: [Business](#i72947494fdc8420a98024fbdb1c55535_13)] | | | [removed: [3](#ibc43e2182d8d4b74b2291403020dd9f5_13)] [added: [3](#i72947494fdc8420a98024fbdb1c55535_13)] | | |

| [Item [removed: 1A.](#ibc43e2182d8d4b74b2291403020dd9f5_19)] [added: 1A.](#i72947494fdc8420a98024fbdb1c55535_19)] | | | [Risk [removed: Factors](#ibc43e2182d8d4b74b2291403020dd9f5_19)] [added: Factors](#i72947494fdc8420a98024fbdb1c55535_19)] | | | [removed: [10](#ibc43e2182d8d4b74b2291403020dd9f5_19)] [added: [10](#i72947494fdc8420a98024fbdb1c55535_19)] | | |

| [Item [removed: 1B.](#ibc43e2182d8d4b74b2291403020dd9f5_22)] [added: 1B.](#i72947494fdc8420a98024fbdb1c55535_22)] | | | [Unresolved Staff [removed: Comments](#ibc43e2182d8d4b74b2291403020dd9f5_22)] [added: Comments](#i72947494fdc8420a98024fbdb1c55535_22)] | | | [removed: [19](#ibc43e2182d8d4b74b2291403020dd9f5_22)] [added: [19](#i72947494fdc8420a98024fbdb1c55535_22)] | | |

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| [Item [removed: 3.](#ibc43e2182d8d4b74b2291403020dd9f5_28)] [added: 3.](#i72947494fdc8420a98024fbdb1c55535_28)] | | | [Legal [removed: Proceedings](#ibc43e2182d8d4b74b2291403020dd9f5_28)] [added: Proceedings](#i72947494fdc8420a98024fbdb1c55535_28)] | | | [removed: [19](#ibc43e2182d8d4b74b2291403020dd9f5_28)] [added: [19](#i72947494fdc8420a98024fbdb1c55535_28)] | | |

| [Item [removed: 4.](#ibc43e2182d8d4b74b2291403020dd9f5_31)] [added: 4.](#i72947494fdc8420a98024fbdb1c55535_31)] | | | [Mine Safety [removed: Disclosures](#ibc43e2182d8d4b74b2291403020dd9f5_31)] [added: Disclosures](#i72947494fdc8420a98024fbdb1c55535_31)] | | | [removed: [20](#ibc43e2182d8d4b74b2291403020dd9f5_31)] [added: [19](#i72947494fdc8420a98024fbdb1c55535_31)] | | |

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| [Item [removed: 7.](#ibc43e2182d8d4b74b2291403020dd9f5_43)] [added: 7.](#i72947494fdc8420a98024fbdb1c55535_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibc43e2182d8d4b74b2291403020dd9f5_43)] [added: Operations](#i72947494fdc8420a98024fbdb1c55535_43)] | | | [removed: [23](#ibc43e2182d8d4b74b2291403020dd9f5_43)] [added: [22](#i72947494fdc8420a98024fbdb1c55535_43)] | | |

| [Item [removed: 7A.](#ibc43e2182d8d4b74b2291403020dd9f5_55)] [added: 7A.](#i72947494fdc8420a98024fbdb1c55535_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ibc43e2182d8d4b74b2291403020dd9f5_55)] [added: Risk](#i72947494fdc8420a98024fbdb1c55535_55)] | | | [removed: [31](#ibc43e2182d8d4b74b2291403020dd9f5_55)] [added: [28](#i72947494fdc8420a98024fbdb1c55535_55)] | | |

| [Item [removed: 8.](#ibc43e2182d8d4b74b2291403020dd9f5_58)] [added: 8.](#i72947494fdc8420a98024fbdb1c55535_58)] | | | [Financial Statements and Supplementary [removed: Data](#ibc43e2182d8d4b74b2291403020dd9f5_58)] [added: Data](#i72947494fdc8420a98024fbdb1c55535_58)] | | | [removed: [32](#ibc43e2182d8d4b74b2291403020dd9f5_58)] [added: [30](#i72947494fdc8420a98024fbdb1c55535_58)] | | |

| [Item [removed: 9.](#ibc43e2182d8d4b74b2291403020dd9f5_124)] [added: 9.](#i72947494fdc8420a98024fbdb1c55535_118)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ibc43e2182d8d4b74b2291403020dd9f5_124)] [added: Disclosure](#i72947494fdc8420a98024fbdb1c55535_118)] | | | [removed: [55](#ibc43e2182d8d4b74b2291403020dd9f5_124)] [added: [52](#i72947494fdc8420a98024fbdb1c55535_118)] | | |

| [Item [removed: 9A.](#ibc43e2182d8d4b74b2291403020dd9f5_127)] [added: 9A.](#i72947494fdc8420a98024fbdb1c55535_121)] | | | [Controls and [removed: Procedures](#ibc43e2182d8d4b74b2291403020dd9f5_127)] [added: Procedures](#i72947494fdc8420a98024fbdb1c55535_121)] | | | [removed: [55](#ibc43e2182d8d4b74b2291403020dd9f5_127)] [added: [52](#i72947494fdc8420a98024fbdb1c55535_121)] | | |

| [Item [removed: 9B.](#ibc43e2182d8d4b74b2291403020dd9f5_130)] [added: 9B.](#i72947494fdc8420a98024fbdb1c55535_124)] | | | [Other [removed: Information](#ibc43e2182d8d4b74b2291403020dd9f5_130)] [added: Information](#i72947494fdc8420a98024fbdb1c55535_124)] | | | [removed: [55](#ibc43e2182d8d4b74b2291403020dd9f5_130)] [added: [52](#i72947494fdc8420a98024fbdb1c55535_124)] | | |

| [Item [removed: 9C](#ibc43e2182d8d4b74b2291403020dd9f5_1489).] [added: 9C](#i72947494fdc8420a98024fbdb1c55535_127).] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ibc43e2182d8d4b74b2291403020dd9f5_1489).] [added: Inspections](#i72947494fdc8420a98024fbdb1c55535_127).] | | | [removed: [55](#ibc43e2182d8d4b74b2291403020dd9f5_1489)] [added: [52](#i72947494fdc8420a98024fbdb1c55535_127)] | | |

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| [Item [removed: 11.](#ibc43e2182d8d4b74b2291403020dd9f5_139)] [added: 11.](#i72947494fdc8420a98024fbdb1c55535_136)] | | | [Executive [removed: Compensation](#ibc43e2182d8d4b74b2291403020dd9f5_139)] [added: Compensation](#i72947494fdc8420a98024fbdb1c55535_136)] | | | [removed: [56](#ibc43e2182d8d4b74b2291403020dd9f5_139)] [added: [53](#i72947494fdc8420a98024fbdb1c55535_136)] | | |

| [Item [removed: 12.](#ibc43e2182d8d4b74b2291403020dd9f5_142)] [added: 12.](#i72947494fdc8420a98024fbdb1c55535_139)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#ibc43e2182d8d4b74b2291403020dd9f5_142)] [added: Stockholder](#i72947494fdc8420a98024fbdb1c55535_139)] Matters | | | [removed: [56](#ibc43e2182d8d4b74b2291403020dd9f5_142)] [added: [53](#i72947494fdc8420a98024fbdb1c55535_139)] | | |

| [Item [removed: 13.](#ibc43e2182d8d4b74b2291403020dd9f5_145)] [added: 13.](#i72947494fdc8420a98024fbdb1c55535_142)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibc43e2182d8d4b74b2291403020dd9f5_145)] [added: Independence](#i72947494fdc8420a98024fbdb1c55535_142)] | | | [removed: [56](#ibc43e2182d8d4b74b2291403020dd9f5_145)] [added: [53](#i72947494fdc8420a98024fbdb1c55535_142)] | | |

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| [Item [removed: 15.](#ibc43e2182d8d4b74b2291403020dd9f5_154)] [added: 15.](#i72947494fdc8420a98024fbdb1c55535_151)] | | | [Exhibits, Financial Statement [removed: Schedules](#ibc43e2182d8d4b74b2291403020dd9f5_154)] [added: Schedules](#i72947494fdc8420a98024fbdb1c55535_151)] | | | [removed: [57](#ibc43e2182d8d4b74b2291403020dd9f5_154)] [added: [54](#i72947494fdc8420a98024fbdb1c55535_151)] | | |

| [Item [removed: 16.](#ibc43e2182d8d4b74b2291403020dd9f5_157)] [added: 16.](#i72947494fdc8420a98024fbdb1c55535_154)] | | | [10-K [removed: Summary](#ibc43e2182d8d4b74b2291403020dd9f5_157)] [added: Summary](#i72947494fdc8420a98024fbdb1c55535_154)] | | | [removed: [59](#ibc43e2182d8d4b74b2291403020dd9f5_157)] [added: [56](#i72947494fdc8420a98024fbdb1c55535_154)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | [PART I](#i72947494fdc8420a98024fbdb1c55535_10) | | | | | |

| | | | [PART II](#i72947494fdc8420a98024fbdb1c55535_34) | | | | | |

| | | | [PART III](#i72947494fdc8420a98024fbdb1c55535_130) | | | | | |

| | | | [PART IV](#i72947494fdc8420a98024fbdb1c55535_148) | | | | | |

| [Signatures](#i72947494fdc8420a98024fbdb1c55535_157) | | | | | | [57](#i72947494fdc8420a98024fbdb1c55535_157) | | |

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

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

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

| | | | [PART III](#ibc43e2182d8d4b74b2291403020dd9f5_133) | | | | | |

| | | | [PART IV](#ibc43e2182d8d4b74b2291403020dd9f5_151) | | | | | |

| [Signatures](#ibc43e2182d8d4b74b2291403020dd9f5_160) | | | | | | [60](#ibc43e2182d8d4b74b2291403020dd9f5_160) | | |

As of December 31, [removed: 2021,] [added: 2022,] 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: 11, 2022,] [added: 10, 2023,] there were [removed: 331] [added: 323] holders of record of our common stock.

The following table presents the share repurchase activity during the three months ended December 31, [removed: 2021:][added: 2022:]

(1)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 [removed: $1.0] [added: $1.00] billion under the program.

(2)Effective [removed: February 10,] [added: October 27,] 2022, our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $705.4] [added: $803.0] million, in addition to the [removed: $294.6] [added: $197.0] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to [removed: $1.0] [added: $1.00] 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: 2016,] [added: 2017,] and calculates the return annually through December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| S&P 500 Information Technology Index | | | $ | 100 | | $ | [removed: 139] [added: 100] | | $ | [removed: 138] [added: 150] | | $ | [removed: 208] [added: 216] | | $ | [removed: 299] [added: 290] | | $ | [removed: 403] [added: 208] | |

| October 1 – 31, 2022 | | | 429 | | | | | | $178.98 | | | | | | 429 | | | | | | $ | 993.8 | million |

| November 1 – 30, 2022 | | | 339 | | | | | | $191.75 | | | | | | 339 | | | | | | $ | 928.8 | million |

| December 1 – 31, 2022 | | | 350 | | | | | | $200.08 | | | | | | 350 | | | | | | $ | 858.8 | million |

| | | | 1,118 | | | | | | | | | | | | 1,118 | | | | | | | | |

| | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | |

| VeriSign, Inc. | | | $ | 100 | | $ | 130 | | $ | 168 | | $ | 189 | | $ | 222 | | $ | 180 | |

| S&P 500 Index | | | $ | 100 | | $ | 96 | | $ | 126 | | $ | 149 | | $ | 191 | | $ | 157 | |

| 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 | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#ibc43e2182d8d4b74b2291403020dd9f5_61)] [added: Firm](#i72947494fdc8420a98024fbdb1c55535_61)] | | | [removed: [33](#ibc43e2182d8d4b74b2291403020dd9f5_61)] [added: [31](#i72947494fdc8420a98024fbdb1c55535_61)] | | |

| [Consolidated Balance [removed: Sheets](#ibc43e2182d8d4b74b2291403020dd9f5_64)] [added: Sheets](#i72947494fdc8420a98024fbdb1c55535_64)] | | | [removed: [36](#ibc43e2182d8d4b74b2291403020dd9f5_64)] [added: [34](#i72947494fdc8420a98024fbdb1c55535_64)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ibc43e2182d8d4b74b2291403020dd9f5_70)] [added: Income](#i72947494fdc8420a98024fbdb1c55535_70)] | | | [removed: [37](#ibc43e2182d8d4b74b2291403020dd9f5_70)] [added: [35](#i72947494fdc8420a98024fbdb1c55535_70)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#ibc43e2182d8d4b74b2291403020dd9f5_73)] [added: Deficit](#i72947494fdc8420a98024fbdb1c55535_73)] | | | [removed: [38](#ibc43e2182d8d4b74b2291403020dd9f5_73)] [added: [36](#i72947494fdc8420a98024fbdb1c55535_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ibc43e2182d8d4b74b2291403020dd9f5_76)] [added: Flows](#i72947494fdc8420a98024fbdb1c55535_76)] | | | [removed: [39](#ibc43e2182d8d4b74b2291403020dd9f5_76)] [added: [37](#i72947494fdc8420a98024fbdb1c55535_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibc43e2182d8d4b74b2291403020dd9f5_79)] [added: Statements](#i72947494fdc8420a98024fbdb1c55535_79)] | | | [removed: [40](#ibc43e2182d8d4b74b2291403020dd9f5_79)] [added: [38](#i72947494fdc8420a98024fbdb1c55535_79)] | | |

We have audited the accompanying consolidated balance sheets of VeriSign, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 18, 2022] [added: 17, 2023] 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: $230.7] [added: $234.6] million of deferred tax assets, net as of December 31, [removed: 2021.][added: 2022.]

The Company’s income tax [removed: benefit] [added: expense] was [removed: $2.6] [added: $206.4] million for the year ended December 31, [removed: 2021.][added: 2022.]

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

[removed: We involved domestic and international tax] professionals with specialized skills and knowledge in various tax jurisdictions who assisted in evaluating the Company’s analyses over the application of complex tax regulations in those jurisdictions.

We have audited VeriSign, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 18, 2022] [added: 17, 2023] expressed an unqualified opinion on those consolidated financial statements.

(In [removed: thousands,] [added: millions,] except par value)

[removed: | | | | December 31, 2021 | | | | | | December] [added: DECEMBER] 31, [added: 2022, 2021 AND] 2020 [removed: | | |]

| Other current assets | | | [removed: 62,930] [added: 58.3] | | | | | | [removed: 51,033] [added: 62.9] | | |

| Property and equipment, net | | | [removed: 251,223] [added: 232.0] | | | | | | [removed: 245,571] [added: 251.2] | | |

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

| Deposits to acquire intangible assets | | | [removed: 145,000] [added: 145.0] | | | | | | [removed: 145,000] [added: 145.0] | | |

| Other long-term assets | | | [removed: 35,560] [added: 30.6] | | | | | | [removed: 37,958] [added: 35.7] | | |

| Total long-term assets | | | [removed: 715,029] [added: 694.7] | | | | | | [removed: 548,970] [added: 715.1] | | |

| Accounts payable and accrued liabilities | | | $ | [removed: 226,580] [added: 226.5] | | | | | $ | [removed: 208,642] [added: 226.6] | |

| Long-term deferred revenues | | | [removed: 305,950] [added: 328.7] | | | | | | [removed: 282,838] [added: 306.0] | | |

| Long-term tax and other liabilities | | | [removed: 78,633] [added: 62.1] | | | | | | [removed: 95,494] [added: 78.6] | | |

| Total long-term liabilities | | | [removed: 2,170,292] [added: 2,178.7] | | | | | | [removed: 2,168,415] [added: 2,170.3] | | |

| Preferred stock—par value [removed: $0.001] [added: $.001] per share; Authorized shares: [removed: 5,000;] [added: 5.0;] Issued and outstanding shares: none | | | — | | | | | | — | | |

| Common stock and additional paid-in capital—par value [removed: $0.001] [added: $.001] per share; Authorized shares: [removed: 1,000,000;] [added: 1,000;] Issued shares: [removed: 354,199] [added: 354.5] at December 31, [removed: 2021] [added: 2022] and [removed: 353,789] [added: 354.2] at December 31, [removed: 2020;] [added: 2021;] Outstanding shares: [removed: 110,519] [added: 105.3] at December 31, [removed: 2021] [added: 2022] and [removed: 113,470] [added: 110.5] at December 31, [removed: 2020] [added: 2021] | | | [removed: 13,620,038] [added: 12,644.5] | | | | | | [removed: 14,275,160] [added: 13,620.1] | | |

| Accumulated other comprehensive loss | | | [removed: (2,785)] [added: (2.7)] | | | | | | [removed: (2,756)] [added: (2.8)] | | |

| Total liabilities and stockholders’ deficit | | | $ | [removed: 1,983,764] [added: 1,733.4] | | | | | $ | [removed: 1,766,910] [added: 1,983.8] | |

(In [removed: thousands,] [added: millions,] except per share data)

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

[removed: |] Non-operating [removed: (loss) income, net | | | (1,329) | | | | | | 16,187 | | | | | | 43,260 | | |][added: Income (Loss), Net]

| Other comprehensive [removed: (loss)] income [added: (loss)] | | | [removed: (29)] [added: 0.1] | | | | | | [removed: (135)] [added: —] | | | | | | [removed: 190] [added: (0.1)] | | |

| Basic | | | $ | [removed: 7.01] [added: 6.24] | | | | | $ | [removed: 7.08] [added: 7.01] | | | | | $ | [removed: 5.17] [added: 7.08] | |

| Diluted | | | $ | [removed: 7.00] [added: 6.24] | | | | | $ | [removed: 7.07] [added: 7.00] | | | | | $ | [removed: 5.15] [added: 7.07] | |

| Issuance of common stock under stock plans | | | [removed: 12,404] [added: 12.3] | | | | | | [removed: 12,577] [added: 12.4] | | | | | | [removed: 13,152] [added: 12.6] | | |

| Depreciation of property and equipment | | | [removed: 47,940] [added: 46.9] | | | | | | [removed: 46,352] [added: 47.9] | | | | | | [removed: 46,330] [added: 46.4] | | |

We involved domestic and international tax

February 17, 2023

February 17, 2023

| | | | December 31, 2022 | | | | | | December 31, 2021 | | |

| Cash and cash equivalents | | | $ | 373.6 | | | | | $ | 223.5 | |

| Marketable securities | | | 606.8 | | | | | | 982.3 | | |

| Total current assets | | | 1,038.7 | | | | | | 1,268.7 | | |

| Goodwill | | | 52.5 | | | | | | 52.5 | | |

| Total assets | | | $ | 1,733.4 | | | | | $ | 1,983.8 | |

| Deferred revenues | | | 890.4 | | | | | | 847.4 | | |

| Total current liabilities | | | 1,116.9 | | | | | | 1,074.0 | | |

| Senior notes | | | 1,787.9 | | | | | | 1,785.7 | | |

| Total liabilities | | | 3,295.6 | | | | | | 3,244.3 | | |

| Accumulated deficit | | | (14,204.0) | | | | | | (14,877.8) | | |

| Total stockholders’ deficit | | | (1,562.2) | | | | | | (1,260.5) | | |

| Revenues | | | $ | 1,424.9 | | | | | $ | 1,327.6 | | | | | $ | 1,265.1 | |

| Cost of revenues | | | 200.7 | | | | | | 191.9 | | | | | | 180.2 | | |

| Research and development | | | 85.7 | | | | | | 80.5 | | | | | | 74.7 | | |

| Selling, general and administrative | | | 195.4 | | | | | | 188.4 | | | | | | 186.0 | | |

| Total costs and expenses | | | 481.8 | | | | | | 460.8 | | | | | | 440.9 | | |

| Operating income | | | 943.1 | | | | | | 866.8 | | | | | | 824.2 | | |

| Interest expense | | | (75.3) | | | | | | (83.3) | | | | | | (90.2) | | |

| Income before income taxes | | | 880.2 | | | | | | 782.2 | | | | | | 750.2 | | |

| Income tax (expense) benefit | | | (206.4) | | | | | | 2.6 | | | | | | 64.7 | | |

| Net income | | | 673.8 | | | | | | 784.8 | | | | | | 814.9 | | |

| Comprehensive income | | | $ | 673.9 | | | | | $ | 784.8 | | | | | $ | 814.8 | |

| Basic | | | 107.9 | | | | | | 112.0 | | | | | | 115.1 | | |

| Diluted | | | 108.0 | | | | | | 112.2 | | | | | | 115.3 | | |

(In millions)

| Total stockholders’ deficit, beginning of period | | | $ | (1,260.5) | | | | | $ | (1,390.2) | | | | | $ | (1,490.1) | |

| Beginning balance | | | 13,620.1 | | | | | | 14,275.2 | | | | | | 14,990.1 | | |

| Repurchase of common stock | | | (1,048.1) | | | | | | (722.6) | | | | | | (777.5) | | |

| Stock-based compensation | | | 60.2 | | | | | | 55.1 | | | | | | 50.0 | | |

| Balance, end of period | | | 12,644.5 | | | | | | 13,620.1 | | | | | | 14,275.2 | | |

| Beginning balance | | | (14,877.8) | | | | | | (15,662.6) | | | | | | (16,477.5) | | |

| Net income | | | 673.8 | | | | | | 784.8 | | | | | | 814.9 | | |

| Balance, end of period | | | (14,204.0) | | | | | | (14,877.8) | | | | | | (15,662.6) | | |

| Beginning balance | | | (2.8) | | | | | | (2.8) | | | | | | (2.7) | | |

| Other comprehensive income (loss) | | | 0.1 | | | | | | — | | | | | | (0.1) | | |

| Balance, end of period | | | (2.7) | | | | | | (2.8) | | | | | | (2.8) | | |

the Company’s U.S. federal, state, and foreign income tax provision.

February 18, 2022

VERISIGN, INC.

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

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

| Cash and cash equivalents | | | $ | 223,487 | | | | | $ | 401,194 | |

| Marketable securities | | | 982,318 | | | | | | 765,713 | | |

| Total current assets | | | 1,268,735 | | | | | | 1,217,940 | | |

| Goodwill | | | 52,527 | | | | | | 52,527 | | |

| Total assets | | | $ | 1,983,764 | | | | | $ | 1,766,910 | |

| Deferred revenues | | | 847,411 | | | | | | 780,051 | | |

| Total current liabilities | | | 1,073,991 | | | | | | 988,693 | | |

| Senior notes | | | 1,785,709 | | | | | | 1,790,083 | | |

| Total liabilities | | | 3,244,283 | | | | | | 3,157,108 | | |

| Accumulated deficit | | | (14,877,772) | | | | | | (15,662,602) | | |

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

| Revenues | | | $ | 1,327,576 | | | | | $ | 1,265,052 | | | | | $ | 1,231,661 | |

| Cost of revenues | | | 191,933 | | | | | | 180,177 | | | | | | 180,467 | | |

| Sales and marketing | | | 39,877 | | | | | | 36,790 | | | | | | 46,637 | | |

| Research and development | | | 80,529 | | | | | | 74,671 | | | | | | 60,805 | | |

| General and administrative | | | 148,434 | | | | | | 149,213 | | | | | | 137,625 | | |

| Total costs and expenses | | | 460,773 | | | | | | 440,851 | | | | | | 425,534 | | |

| Operating income | | | 866,803 | | | | | | 824,201 | | | | | | 806,127 | | |

| Interest expense | | | (83,255) | | | | | | (90,144) | | | | | | (90,611) | | |

| Income before income taxes | | | 782,219 | | | | | | 750,244 | | | | | | 758,776 | | |

| Income tax benefit (expense) | | | 2,611 | | | | | | 64,644 | | | | | | (146,477) | | |

| Net income | | | 784,830 | | | | | | 814,888 | | | | | | 612,299 | | |

| Comprehensive income | | | $ | 784,801 | | | | | $ | 814,753 | | | | | $ | 612,489 | |

| Basic | | | 112,015 | | | | | | 115,058 | | | | | | 118,513 | | |

| Diluted | | | 112,166 | | | | | | 115,298 | | | | | | 118,968 | | |

(In thousands)

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

| Beginning balance | | | 14,275,160 | | | | | | 14,990,011 | | | | | | 15,707,126 | | |

| Repurchase of common stock | | | (722,587) | | | | | | (777,454) | | | | | | (782,583) | | |

| Stock-based compensation | | | 55,061 | | | | | | 50,026 | | | | | | 52,316 | | |

| Balance, end of period | | | 13,620,038 | | | | | | 14,275,160 | | | | | | 14,990,011 | | |

| Beginning balance | | | (15,662,602) | | | | | | (16,477,490) | | | | | | (17,089,789) | | |

| Balance, end of period | | | (14,877,772) | | | | | | (15,662,602) | | | | | | (16,477,490) | | |

| Beginning balance | | | (2,756) | | | | | | (2,621) | | | | | | (2,811) | | |

| Balance, end of period | | | (2,785) | | | | | | (2,756) | | | | | | (2,621) | | |

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: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

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: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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: 2022] [added: 2023] Annual Meeting of Stockholders and is incorporated herein by reference (our [removed: “2022] [added: “2023] Proxy Statement”).

Information required by this item is incorporated herein by reference to our [removed: 2022] [added: 2023] 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: 2021,”] [added: 2022,”] 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: 2022] [added: 2023] Proxy Statement.

Information required by this item is incorporated herein by reference to our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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.”

| [Reports of Independent Registered Public Accounting [removed: Firm](#ibc43e2182d8d4b74b2291403020dd9f5_61)] [added: Firm](#i72947494fdc8420a98024fbdb1c55535_61)] | | | [removed: [33](#ibc43e2182d8d4b74b2291403020dd9f5_61)] [added: [31](#i72947494fdc8420a98024fbdb1c55535_61)] | | |

| [Consolidated Balance [removed: Sheets](#ibc43e2182d8d4b74b2291403020dd9f5_64)] [added: Sheets](#i72947494fdc8420a98024fbdb1c55535_64)] | | | [removed: [36](#ibc43e2182d8d4b74b2291403020dd9f5_64)] [added: [34](#i72947494fdc8420a98024fbdb1c55535_64)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ibc43e2182d8d4b74b2291403020dd9f5_70)] [added: Income](#i72947494fdc8420a98024fbdb1c55535_70)] | | | [removed: [37](#ibc43e2182d8d4b74b2291403020dd9f5_70)] [added: [35](#i72947494fdc8420a98024fbdb1c55535_70)] | | |

| [Consolidated Statements of Stockholders’ [removed: Deficit](#ibc43e2182d8d4b74b2291403020dd9f5_73)] [added: Deficit](#i72947494fdc8420a98024fbdb1c55535_73)] | | | [removed: [38](#ibc43e2182d8d4b74b2291403020dd9f5_73)] [added: [36](#i72947494fdc8420a98024fbdb1c55535_73)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ibc43e2182d8d4b74b2291403020dd9f5_76)] [added: Flows](#i72947494fdc8420a98024fbdb1c55535_76)] | | | [removed: [39](#ibc43e2182d8d4b74b2291403020dd9f5_76)] [added: [37](#i72947494fdc8420a98024fbdb1c55535_76)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibc43e2182d8d4b74b2291403020dd9f5_79)] [added: Statements](#i72947494fdc8420a98024fbdb1c55535_79)] | | | [removed: [40](#ibc43e2182d8d4b74b2291403020dd9f5_79)] [added: [38](#i72947494fdc8420a98024fbdb1c55535_79)] | | |

| 10.22 | | | | | | [Credit Agreement, amended and restated as of December 23, 2021 among VERISIGN, INC., the Lenders as defined therein and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent.](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex1022.htm)] [added: Agent.](http://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex1022.htm)] | | | | | | [added: 10-K] | | | | | | [added: 2/18/22] | | | | | | [added: 10.22] | | | | | | | | | [removed: X] | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000005/vrsn-20221231x10kxex2301.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.01 | | | | | | [Powers of Attorney (Included as part of the signature pages [removed: hereto).](#ibc43e2182d8d4b74b2291403020dd9f5_160)] [added: hereto).](#i72947494fdc8420a98024fbdb1c55535_157)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.01 | | | | | | [Certification of Principal Executive Officer pursuant to Exchange Act Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex3101.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000005/vrsn-20221231x10kxex3101.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/1014473/000101447322000007/vrsn-20211231x10kxex3102.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000005/vrsn-20221231x10kxex3102.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/1014473/000101447322000007/vrsn-20211231x10kxex3201.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000005/vrsn-20221231x10kxex3201.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/1014473/000101447322000007/vrsn-20211231x10kxex3202.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000005/vrsn-20221231x10kxex3202.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.23 | | | | | | [Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers.](http://www.sec.gov/Archives/edgar/data/1014473/000119312510096731/dex1001.htm) + | | | | | | 10-Q | | | | | | 4/28/10 | | | | | | 10.01 | | | | | | | | | | | |

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

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: 18th] [added: 17th] day of February [removed: 2022.][added: 2023.]

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: 18th] [added: 17th] day of February [removed: 2022.][added: 2023.]