Verisign (VRSN) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A41 rewritten12 added5 removed225 unchanged
All filing items518 rewritten205 added116 removed1,260 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 2 new, 0 reworded and 24 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 205 added, 116 removed, 518 rewritten and 1,260 unchanged across 19 items that differ.
- New this year: Item 1C. CYBERSECURITY.
New Item 1A headings (2)
- Economic and Competition Risk Factors
- Deterioration of economic conditions, particularly in China, continues to negatively impact our business.China
Removed Item 1A headings (1)
- Deterioration of economic conditions could materially harm our business.
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
41 rewritten, 12 added, 5 removed, 225 unchanged
In addition, we must ensure that our employees stay focused on [added: protecting the Company against] cybersecurity threats especially in our hybrid work environment, or our ability to effectively manage cybersecurity risks could be impacted.
While we strive to remediate known vulnerabilities on a timely basis, such vulnerabilities could be exploited before [added: a vulnerability has been disclosed or before] our remediation is effective and if so, could cause systems and service interruptions, data loss and other damages.
The systemic dependencies introduced by [added: the] RPKI [added: system] and [added: by] the relying parties of the RPKI system, including [removed: network] [added: internet] service providers, are outside of our control, and systems that depend upon the RPKI may be only as secure as the weakest elements of the RPKI system.
We depend on the uninterrupted operation of our various systems, secure data centers, [added: points of presence around the world] and other computer and communication networks.
Any of these [removed: problems or outages] [added: scenarios] could create potential liability and exposure, including from a failure to meet our service level 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.
We are also [added: regularly] updating [added: and enhancing] our network architecture in several of our new and existing data [removed: centers.][added: centers and globally distributed resolution systems.]
If our data center facilities or the updated network [removed: architecture] [added: architectures, hardware or software upgrades, or security controls] do not operate as expected, including the ability to quickly switch over between sites, we could experience service interruptions or outages.
A failure in the operation of our Shared Registration System could also impact our ability to provide up-to-date information in our [added: globally distributed] resolution systems, which could result in breaches of our service level agreements pertaining to our resolution services and impact the resolution of domain names on the internet.
[removed: Although we carry insurance, we] [added: We] do not carry insurance or designated financial reserves for such interruptions.
In addition, our services depend on the secure and efficient operation of the internet connections to and from customers to our Shared Registration System residing in our secure data [removed: centers.][added: centers as well as our globally distributed resolution systems.]
If the providers that our connections depend upon do not protect, maintain, improve, and reinvest in their networks or present inconsistent, incorrect, or invalid data regarding [added: routing information or] DNS responses through their networks, our business could be harmed.
These problems could also result in adverse publicity, decrease the public’s trust in the security of [removed: e-commerce,] [added: e-commerce and other forms of online presence,] or call into question our ability to preserve the security and stability of the internet.
In such an event, we could face material liability and exposure from litigation and investigations, fail to meet service level agreements, or be at risk [removed: for loss] of [added: losing] various security and standards-based compliance certifications needed for operation of our businesses, and customers could be reluctant to use our [removed: 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.][added: services.]
If we make errors in the publication of the root [removed: zone,] [added: zone or experience operational issues that impact the timeliness of updates to the root zone data,] we may be subject to material claims challenging the RZMA or our performance under it, including tort claims, and we may not have immunity from, or sufficient indemnification or insurance for, such claims.
Our .*com* and .*net* Registry Agreements contain “presumptive” rights of renewal upon the expiration of their current terms on November 30, 2024 and June 30, [removed: 2023,] [added: 2029,] respectively.
Additionally, each of the *.com* and *.net* Registry Agreements provide that if certain terms of these agreements are not similar to such terms generally in effect in the registry agreements of the five largest gTLDs, then a renewal of these agreements would be upon terms reasonably necessary to render such terms to be similar to the registry [removed: agreements for those other gTLDs.]
We can provide no [removed: assurance] [added: assurances] that we will exercise such right to increase the annual fee.
In addition to this contractual right, we are entitled to increase the annual fee of each *.com* domain name registration or renewal by up to 7% due to the imposition of any new specifications or policies adopted by ICANN pursuant to the procedures set forth in its bylaws and due process (“Consensus Policies”) or [added: to a] documented extraordinary expense resulting from an attack or threat of attack on the security and stability of the DNS (an “Extraordinary Expense”).
A failure to seek and obtain a price increase due to a Consensus Policy or Extraordinary Expense, when [removed: available,] [added: applicable,] could negatively affect our operating results.
For example, the government of China has indicated that it will issue, and has issued, new regulations, and [added: it] has begun to enforce existing [removed: regulations,] [added: regulations differently, including by directing certain implementation models for registry services,] that impose additional costs on, and risks to, our provision of registry services in [removed: China and could impact the demand for domain name registrations in] China.
[removed: Registries,] [added: These regulations require registries,] including us, and China-based [removed: registrars are also required by some of these regulations] [added: registrars,] to obtain a government-issued license for each gTLD or ccTLD operating in China.
Any failure to obtain or renew the required licenses, or to comply with any license requirements or any updates thereto, [added: or any failure to comply with these regulations or directives,] by us or our China-based [removed: registrars] [added: registrars,] could [removed: impact] [added: result in significant harm to] our [removed: current and future] business in [added: China including the suspension of some or all of our registry services in] China.
[removed: In 2018, Privacy Shield] was also invalidated by the EUCJ.
New laws, regulations, directives or ICANN polices that require us to obtain and maintain personal information of registrants of domain names in the [removed: .com and .net gTLDs] [added: .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 [removed: .com] [added: .*com*] and [removed: .net] [added: .*net*] gTLDs we could be required to incur significant compliance and legal costs as a result of GDPR and other similar regulations.
In addition, new obligations to obtain and maintain personal information of registrants in the [removed: .com] [added: .*com*] and [removed: .net] [added: .*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.
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 [added: the importation or exportation of our products and services and could have a material adverse effect on our business.]
[removed: Escalating political] [added: Political] tensions between the United States and China in particular may pose additional risks to our business in China.
[removed: In 2020 and 2021, the] [added: The] U.S. government [removed: announced] [added: has imposed] restrictions on [removed: trading with] certain Chinese [removed: companies.][added: companies and on trading in certain technologies.]
The Chinese government [removed: subsequently] [added: has] announced actions that, if implemented, could impose additional restrictions on the [removed: Chinese] operations of non-Chinese [removed: companies.][added: companies in China.]
These and future government actions [removed: impacting] [added: could impact] our ability to operate in China [added: and] may cause our management’s attention to be diverted, our reputation to be damaged, or our business in China to be adversely affected.
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 [added: costs on our business, that subject the Company to additional legal risks, or that affect our competitive position.]
[removed: Adverse outcomes in] lawsuits, audits and investigations, could result in significant monetary damages, including indemnification payments, or injunctive relief that could adversely affect our ability to conduct our business, and may have a material adverse effect on our financial condition, results of operations and cash flows.
Our business is, and [removed: could] [added: will likely] continue to be, adversely affected by the deterioration in [removed: national or] global economic conditions, including high [removed: inflation rates, increasing] [added: inflation,] interest rates, [removed: disruption in the supply chain,] and currency fluctuations, [removed: resulting] [added: as well as impacts] from [removed: the continuing economic effects of the COVID-19 pandemic, war and] [added: war,] civil unrest, and other political and economic developments.
The [added: overall economic impact,] severity and duration of [removed: a] these [removed: economic] conditions, as well as the timing, strength, and sustainability of any recovery, are [removed: unknown] [added: not known at this time,] and are not within the Company’s control.
[added: Finally, consolidation within our] industry has occurred and is likely to continue to occur.
In addition, our new gTLDs may face additional universal acceptance and usability challenges and it is possible that resolution of domain names within some of these new gTLDs may be blocked within certain state or organizational environments, challenging universal resolvability of these [removed: strings] [added: domain names] and their general acceptance and usability.
New technologies that encourage internet users to expand the use of third-level domains or [removed: alternate] [added: alternative] identifiers, such as identifiers from social networking, e-commerce platforms and microblogging sites, could also negatively impact the demand for domain names in the gTLDs we operate.
[removed: Furthermore, the laws of other countries may not protect our proprietary rights in those countries to the same] extent U.S. law protects these rights in the U.S. In addition, it is possible that others may independently develop substantially equivalent intellectual property.
To the extent any of our patents are considered “standards essential patents,” in some cases we [added: may be required to license such patents to our competitors on reasonable and non-discriminatory terms or otherwise be limited in our ability to assert such patents.]
Recent advances in artificial intelligence have increased the sophistication of these types of attacks as attackers are able to create more personalized and targeted communications using information derived from people’s relationships, online behavior and preferences.
Any such outcomes 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.
Economic and Competition Risk Factors
Deterioration of economic conditions, particularly in China, continues to negatively impact our business.
In particular, these conditions are negatively impacting our business in China, where demand for our services has substantially declined due to worsening economic conditions within China and from Chinese regulatory mandates that make it more difficult to register a domain name or establish an online presence using a domain name.
agreements for those other gTLDs.
These regulations are impacting the demand for domain name registrations in China.
In 2018, Privacy Shield
Certain countries have enacted and other countries may enact legislation based on the OECD’s guidance that could impact the taxation of the digital economy.
Adverse outcomes in
To the extent that alternative namespaces introduce user confusion about the relationship between identical or similar-looking identifiers in these namespaces and domain names in the DNS, demand for domain names and user confidence in the value of domain names as unique identifiers could also be negatively impacted.
Furthermore, the laws of other countries may not protect our proprietary rights in those countries to the same
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.
Finally, consolidation within our
may be required to license such patents to our competitors on reasonable and non-discriminatory terms or otherwise be limited in our ability to assert such patents.
An excerpt. Shown here: 40 of 41 rewritten, all 12 added and all 5 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
89 rewritten, 25 added, 19 removed, 121 unchanged
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: 2023.][added: 2024.]
*This section of this Form 10-K generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
Discussions of [removed: 2020] [added: 2021] items and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.*][added: 2022.*]
We are a global provider of [added: critical internet infrastructure and] domain name registry [removed: services and internet infrastructure,] [added: services,] enabling internet navigation for many of the world’s most recognized domain names.
We [added: help] enable the security, stability, and resiliency of [removed: key internet infrastructure] [added: the DNS] and [removed: services, including] [added: the internet by] providing Root Zone Maintainer [removed: services,] [added: Services,] operating two of the [removed: 13] [added: thirteen] global internet root servers, and providing registration services and authoritative resolution for the .*com* and .*net* [removed: top-level domains,] [added: TLDs,] which support the majority of global e-commerce.
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: approximately 173.8] [added: 172.7] million .*com* and .*net* registrations in the domain name base.
[removed: 2022] [added: 2023] Business Highlights and Trends
- We recorded revenues of [removed: $1,424.9] [added: $1,493.1] million in [removed: 2022,] [added: 2023,] which represents an increase of [removed: 7%] [added: 5%] compared to [removed: 2021.][added: 2022.]
- We recorded operating income of [removed: $943.1] [added: $1,000.6] million during [removed: 2022,] [added: 2023,] which represents an increase of [removed: 9%] [added: 6%] as compared to [removed: 2021.][added: 2022.]
- We finished [removed: 2022] [added: 2023] with [removed: 173.8] [added: 172.7] million *.com* and *.net* registrations in the domain name base, which represents a [removed: 0.2% increase] [added: 0.6% decrease] from December 31, [removed: 2021.][added: 2022.]
- During [removed: 2022,] [added: 2023,] we processed [removed: 39.9] [added: 39.4] million new domain name registrations for .*com* and .*net* compared to [removed: 44.6] [added: 39.9] million in [removed: 2021.][added: 2022.]
- The final *.com* and *.net* renewal rate for the third quarter of [removed: 2022] [added: 2023] was [removed: 73.7%] [added: 73.5%] compared to [removed: 75.0%] [added: 73.7%] for the same quarter of [removed: 2021.][added: 2022.]
[removed: - We] [added: In 2022, we] repurchased 5.5 million shares of our common stock [added: at an average stock price of $187.07] for an aggregate cost of $1.03 [removed: billion in 2022.][added: billion.]
As of December 31, [removed: 2022,] [added: 2023,] there was [removed: $858.8 million] [added: $1.12 billion] remaining for future share repurchases under the share repurchase program.
- We generated cash flows from operating activities of [removed: $831.1] [added: $853.8] million in [removed: 2022,] [added: 2023,] which represents an increase of 3% as compared to [removed: 2021.][added: 2022.]
- On February [removed: 9, 2023,] [added: 8, 2024,] we announced that we will increase the annual registry-level wholesale fee for each new and renewal [removed: *.com*] [added: .*com*] domain name registration from [removed: $8.97] [added: $9.59] to [removed: $9.59,] [added: $10.26,] effective September 1, [removed: 2023.][added: 2024.]
We have recognized [removed: $234.6] [added: $301.0] million of deferred tax assets, net as of December 31, [removed: 2022.][added: 2023.]
Our income tax expense was [removed: $206.4] [added: $158.9] million for the year ended December 31, [removed: 2022.][added: 2023.]
See Note 10, “Income Taxes” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for [removed: further discussion of the $165.5 million deferred tax asset and corresponding income tax benefit recognized in the fourth quarter of 2021.][added: additional information.]
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Cost of revenues | | | [removed: 14.1] [added: 13.2] | | | | | | [removed: 14.5] [added: 14.1] | | | | | | [removed: 14.2] [added: 14.5] | | |
| Research and development | | | [removed: 6.0] [added: 6.1] | | | | | | [removed: 6.1] [added: 6.0] | | | | | | [removed: 5.9] [added: 6.1] | | |
| Selling, general and administrative | | | 13.7 | | | | | | [removed: 14.1] [added: 13.7] | | | | | | [removed: 14.7] [added: 14.1] | | |
| Total costs and expenses | | | [removed: 33.8] [added: 33.0] | | | | | | [removed: 34.7] [added: 33.8] | | | | | | [removed: 34.8] [added: 34.7] | | |
| Operating income | | | [removed: 66.2] [added: 67.0] | | | | | | [removed: 65.3] [added: 66.2] | | | | | | [removed: 65.2] [added: 65.3] | | |
| Interest expense | | | [removed: (5.3)] [added: (5.0)] | | | | | | [removed: (6.3)] [added: (5.3)] | | | | | | [removed: (7.1)] [added: (6.3)] | | |
| Non-operating income (loss), net | | | [removed: 0.9] [added: 3.4] | | | | | | [removed: (0.1)] [added: 0.9] | | | | | | [removed: 1.2] [added: (0.1)] | | |
| Income before income taxes | | | [removed: 61.8] [added: 65.4] | | | | | | [removed: 58.9] [added: 61.8] | | | | | | [removed: 59.3] [added: 58.9] | | |
| Income tax (expense) benefit | | | [removed: (14.5)] [added: (10.6)] | | | | | | [removed: 0.2] [added: (14.5)] | | | | | | [removed: 5.1] [added: 0.2] | | |
| Net income | | | [removed: 47.3] [added: 54.8] | | % | | | | [removed: 59.1] [added: 47.3] | | % | | | | [removed: 64.4] [added: 59.1] | | % |
[added: 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.
We increased the annual registry-level wholesale fee for each new and renewal .*com* domain name registration from [removed: $7.85 to] $8.39 [added: to $8.97] effective September 1, [removed: 2021,] [added: 2022] and from [removed: $8.39 to] $8.97 [added: to $9.59] effective September 1, [removed: 2022.][added: 2023.]
On February [removed: 9, 2023,] [added: 8, 2024,] we announced that we will increase the annual registry-level wholesale fee for each new and renewal [removed: *.com*] [added: .*com*] domain name registration from [removed: $8.97] [added: $9.59] to [removed: $9.59,] [added: $10.26,] effective September 1, [removed: 2023.][added: 2024.]
We have the contractual right to increase the fees for .*net* domain name registrations by up to 10% each year during the term of our agreement with ICANN, through June 30, [removed: 2023.][added: 2029.]
[removed: On July 28, 2022, we announced that] [added: Effective February 1, 2023,] we [removed: will increase] [added: increased] the annual registry-level wholesale fee for each new and renewal *.net* domain name registration from $9.02 to [removed: $9.92, effective February 1, 2023.][added: $9.92.]
| | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | [removed: 2021] [added: 2022] | | | | | | % Change | | | | | | [removed: 2020] [added: 2021] | | |
| Revenues | | | | | | $ | [removed: 1,424.9] [added: 1,493.1] | | | | | [removed: 7] [added: 5] | | % | | | | $ | [removed: 1,327.6] [added: 1,424.9] | | | | | [removed: 5] [added: 7] | | % | | | | $ | [removed: 1,265.1] [added: 1,327.6] | |
| *.com* and *.net* domain name registrations in the domain name base | | | | | | [removed: 173.8] [added: 172.7] million | | | | | | [removed: —] [added: (1)] | | % | | | | [removed: 173.4] [added: 173.8] million | | | | | | [removed: 5] [added: —] | | % | | | | [removed: 165.2] [added: 173.4] million | | |
Revenues increased [removed: by $97.3 million] in [removed: 2022] [added: 2023] compared to [removed: 2021,] [added: 2022,] primarily due to an increase in revenues from the operation of the [removed: registry] [added: registries] for the .*com* [removed: gTLD] [added: and .*net* gTLDs] driven by the [added: .*com*] price increases that became effective September 1, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022] and [removed: to a lesser extent, an increase in] the [removed: domain name base for .*com*.][added: .*net* price increase that became effective February 1, 2023.]
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, such as for resale at increased prices or for revenue generation through website advertising, and global economic [removed: uncertainty,] [added: conditions,] has limited the demand for domain names and may continue to do so in the future.
- During 2023, we recognized $69.3 million of income tax benefits related to a step-up in tax basis of certain non-U.S. intellectual property, recognition of previously unrecognized income tax benefits as the related statutes of limitations lapsed, and a beneficial change in certain state income apportionment rules.
- On June 29, 2023, we renewed the .*net* Registry Agreement with ICANN, pursuant to which we will remain the sole registry operator for the .*net* registry through June 30, 2029.
In June 2023, we entered into a renewal of the *.net* Registry Agreement with ICANN, pursuant to which we will remain the sole registry operator for the *.net* registry through June 30, 2029.
Effective February 1, 2024, we increased the annual registry-level wholesale fee for each new and renewal .*net* domain name registration from $9.92 to $10.91.
The increase in revenue was partially offset by the elimination of revenue from the operation of the *.tv* ccTLD, which was transitioned to another service provider in the fourth quarter of 2022.
While the core value proposition for domain names remains strong, softness in demand primarily in China has recently led to a decline in our domain name base.
| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
The majority of our revenue growth was generated from registrars based in the U.S. and certain other countries, while revenues from registrars based in China declined during 2023 compared to 2022 due to the lower demand noted above.
| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
Cost of revenues decreased in 2023 compared to 2022 primarily due to decreases in registry fees, depreciation expenses, and telecommunication expenses, partially offset by increases in compensation and benefits expenses and allocated overhead expenses.
Registry fees decreased by $4.3 million due to the transition of the operation of the registry for the *.tv* ccTLD to another service provider in the fourth quarter of 2022.
Depreciation expenses decreased by $2.7 million due to a decrease in capital expenditures in recent periods, particularly in 2022.
Telecommunication expenses decreased by $2.5 million primarily due to savings on renewals of colocation agreements.
Compensation and benefits expenses increased by $3.9 million due to salary increases and an increase in average headcount.
| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
| | | | 2023 | | | | | | % Change | | | | | | 2022 | | | | | | % Change | | | | | | 2021 | | |
Compensation and benefits expenses increased by $5.4 million due to salary increases and an increase in average headcount.
Among other individually insignificant factors, expenses related to travel, contractors and professional services and equipment and software, cumulatively increased by $4.7 million.
Interest expense remained consistent during 2023 compared to 2022.
During 2023, we recognized $69.3 million of income tax benefits related to a step-up in tax basis of certain non-U.S. intellectual property, recognition of previously unrecognized income tax benefits as the related statutes of limitations lapsed, and a beneficial change in certain state income apportionment rules.
With the exception of
| | | | 2023 | | | | | | 2022 | | |
In December 2023, we entered into a new $200.0 million unsecured revolving credit facility which takes the place of our prior unsecured revolving credit facility.
Cash paid to employees increased primarily due to salary increases.
Net cash used in financing activities decreased in 2023 compared to 2022 primarily due a decrease in share repurchases.
For domain names registered in the *.com* and *.net* registries we
As discussed in prior periods, we believe that the effects of the COVID-19 pandemic initially led to an increase in the demand for domain names, particularly as businesses and entrepreneurs sought to establish or expand their presence online in the beginning of the pandemic.
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.
During 2022, revenues increased in all regions except EMEA, which declined due to the factors described above.
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.
maintenance of existing software products.
Selling, general and administrative expenses increased by $7.0 million in 2022 compared to 2021 primarily due to increases in stock-based compensation expenses, equipment and software expenses, compensation and benefits expenses, and several other individually insignificant factors, partially offset by an increase in overhead expenses allocated to other cost types.
Stock-based compensation expenses increased by $3.3 million due to higher projected achievement levels on certain performance-based RSU grants and increases in the total value of RSUs granted in 2022.
Equipment and software expenses increased by $3.1 million due to expenses related to network security and other software services.
Compensation and benefits expenses increased by $1.4 million due to increased employee salaries expenses and insurances related benefits expenses.
Overhead expenses allocated to other cost types increased by $3.1 million due to an increase in the total allocable expenses.
Interest expense decreased by $8.0 million in 2022 compared to 2021 primarily due to the lower interest rate on our 2031 Notes compared to the 2023 Notes which were redeemed in June 2021.
During 2021, we completed a transfer of intellectual property between certain non-U.S. subsidiaries.
This intellectual property did not have any book value, however the transfer created an amortizable tax basis that resulted in the recognition of a $165.5 million deferred tax asset and a corresponding income tax benefit.
rates on our investments in debt securities.
Cash paid for interest decreased due to the lower interest rate on our 2031 Notes compared to the 2023 Notes which were refinanced in the second quarter of 2021.
Net cash used in financing activities increased in 2022 compared to 2021, primarily due an increase in share repurchases, partially offset by the net impact of the redemption of our 2023 Senior Notes and the issuance of the 2031 Senior Notes during 2021.
An excerpt. Shown here: 40 of 89 rewritten, all 25 added and all 19 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3 rewritten, 1 added, 0 removed, 20 unchanged
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $776.1] [added: $744.9] million of fixed income securities, which consisted of U.S. Treasury bills with maturities of less than one year.
As of December 31, [removed: 2022,] [added: 2023,] we held foreign currency forward contracts in notional amounts totaling [removed: $32.0] [added: $215.7] million to mitigate the impact of exchange rate fluctuations associated with certain foreign currencies.
As of December 31, [removed: 2022,] [added: 2023,] the aggregate fair value of the senior notes issued in 2015, 2017 and 2021 was [removed: $1.65] [added: $1.69] billion, based on available market information from public data sources.
Net gains and losses from the Company’s foreign currency exposure and related hedges are included in Non-operating income (loss), net on the Consolidated Statements of Comprehensive Income.
Item 1. BUSINESS
57 rewritten, 18 added, 22 removed, 183 unchanged
We are a global provider of [added: critical internet infrastructure and] domain name registry [removed: services and internet infrastructure,] [added: services,] enabling internet navigation for many of the world’s most recognized domain names.
We [added: help] enable the security, stability, and resiliency of [removed: key internet infrastructure] [added: the Domain Name System (“DNS”)] and [removed: services, including] [added: the internet by] providing Root Zone Maintainer services, operating two of the [removed: 13] [added: thirteen] global internet root servers, and providing registration services and authoritative resolution for the .*com* and .*net* top-level domains (“TLDs”), which support the majority of global e-commerce.
The domain name base may also reflect compensated or uncompensated judicial or administrative actions to [removed: add] [added: keep in] or remove from the active zone an immaterial number of domain names.
[removed: https://twitter.com/Verisign][added: https://x.com/verisign]
[removed: Our] [added: or service provider for these top-level domains, 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 online audiences.
We [removed: are the exclusive registry of domain names within] [added: operate] the *.com, .net,* and *.name* [removed: generic top-level domains (“gTLDs”), among others,] [added: gTLDs and the IDN gTLDs] under [added: registry] agreements with ICANN and also, with respect to the *.com* gTLD, [added: a Cooperative Agreement with] the U.S. Department of Commerce (“DOC”).
We [removed: are also] [added: operate] the [removed: exclusive registry of] [added: authoritative directory, for all *.com, .net,* and *.name*] domain names [removed: within] [added: (generic top-level domains, “gTLDs”), as well as for] certain transliterations of [removed: *.com*] [added: .*com*] and [removed: *.net*] [added: .*net*] in [removed: a] number of different native languages and scripts [removed: (“IDN] [added: (internationalized generic top-level domains, “IDN] gTLDs”).
We also perform the Root Zone Maintainer function under an agreement with ICANN for the core of the internet’s DNS and operate two of the [removed: 13] [added: thirteen] root zone servers that contain authoritative data for the top of the DNS hierarchy.
Domain names [added: in the registries we operate] can be registered for between one and 10 years.
Unlike other gTLDs, the prices we charge for *.com*, *.net* and *.name* domain name registrations are [removed: controlled by pricing provisions] [added: subject to restrictions] in our agreements with ICANN and our prices may be increased only according to those [removed: provisions.][added: restrictions.]
Revenues for *.cc* domain names and our IDN gTLDs are based on prices that are not subject to the same pricing restrictions as those for [added: the] .*com*, .*net* and [removed: .*name*.][added: .*name* gTLDs.]
The fees [removed: from] [added: for] our performance of [removed: the] technical [removed: operations for] [added: or] back-end [removed: registry] services for [added: *.edu* and certain] other gTLDs are based on the terms of our agreements with those respective [removed: registry operators*.*][added: businesses*.*]
Our domain name servers refer requestors to the associated authoritative name servers for second level domains [removed: under] [added: in] the [removed: gTLDs and ccTLDs] [added: registries] we [removed: operate,] [added: operate or support,] thus enabling DNS resolution for *.com* and *.net* domain names and for domain names in [removed: a number of] [added: the] other [removed: gTLDs and ccTLDs] [added: registries] that we [removed: manage,] [added: operate,] or for which we provide [added: technical or] back-end [removed: registry] services.
- *Data Integrity:* We use several proprietary systemic integrity checks and validations to ensure data correctness when updating and publishing the DNS records for the [removed: gTLDs and ccTLDs] [added: registries] we operate.
We continuously [added: seek to] enhance our infrastructure and capabilities to [removed: meet demands to] support [added: both] normal and peak system load [removed: and] [added: plus] attack volumes based on [removed: what we have experienced historically,] [added: historical experience,] as well as to address projected internet attack trends.
Our support teams are staffed with trained technical customer support [removed: agents.][added: personnel.]
We seek to expand our business through focused marketing campaigns and programs that target growth in [removed: the *.com* and] [added: *.com*,] *.net* [added: and *.cc*] domain [removed: name base,] [added: names,] both domestically and internationally.
We have marketing and sales offices [added: and account management teams] in several countries around the world.
In addition to the [removed: gTLD and ccTLD] registries we operate or for which we provide [added: technical or] back-end [removed: registry] services, there are numerous other operational gTLD registries, ASCII ccTLD registries, IDN ccTLD registries, and IDN gTLD registries.
Among our competitors operating gTLD and ccTLD registries are China Internet Network Information Center (CNNIC), [removed: DENIC,] [added: DENIC eG,] Nominet, Identity Digital, Public Interest Registry (PIR), CentralNic, Google, .xyz, GoDaddy, and Radix.
To the extent end-users [removed: navigate] [added: establish their online identity] using [removed: search engines or] social media, as opposed to [removed: direct navigation via] domain names, or transact on e-commerce platforms, we face competition from [removed: search engines such as Google, Bing, Yahoo!, and Baidu,] social media networks such as [removed: Facebook] [added: Facebook, Instagram, TikTok,] and WeChat, e-commerce platforms such as Amazon, [removed: eBay] [added: Etsy, eBay,] and Taobao, and microblogging tools such as [removed: Twitter.][added: X (formerly Twitter).]
[removed: New] [added: Alternative namespaces, new] technologies and the expansion of existing technologies may increase competitive pressure.
Additionally, in many jurisdictions in which we operate, including California, the European Union, the United Kingdom, China and elsewhere, strict [removed: new] data security and data privacy regulations have been, or are being, adopted.
Other regulations, or changes to regulations, may also significantly impact our business operations, [removed: including] [added: including, for example,] changes to the [removed: Digital Services Act or] Network and Information Security Directive, in the European Union, or the Communications Decency Act, in the United States, or the Personal Information Protection Law, in China.
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 [added: 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).]
[removed: As was the case with prior amendments,] Amendment 35 is not intended to confer federal antitrust immunity on the Company with respect to the .*com* Registry Agreement.
The current term of this agreement is six years and must be renewed or extended by July 1, [removed: 2023.][added: 2029.]
The [added: current term of the] RZMA [removed: will expire] [added: ends] on October 19, [removed: 2024, with] [added: 2024 and is subject to] an automatic [removed: renewal,] [added: renewal for another eight-year term,] unless earlier [added: modified or] terminated.
Their dedication to these principles forms the backbone that enables Verisign to provide [removed: secure, stable,] [added: for the security, stability,] and [removed: resilient global connectivity.][added: resiliency of the DNS and the internet.]
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 917] [added: 908] employees, of which [removed: 914] [added: 907] were full-time.
[removed: 853] [added: 846] employees (representing approximately 93% of our total workforce) were based in the U.S., and [removed: 64] [added: 62] employees (representing approximately 7% of our total workforce) were based outside the U.S. As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: 28%] [added: 30%] of our global workforce was female, and approximately [removed: 43%] [added: 44%] of our U.S. employees were ethnically and racially diverse.
We attribute our strong retention rates to our passion [added: for] and focus on the Company’s mission and values, [added: our] continual development of talent, and [removed: the] [added: our] delivery of competitive and equitable reward programs.
In our most recent survey in October [removed: of 2022,] [added: 2023,] approximately [removed: 85%] [added: 93%] of our employee population participated.
Another engagement indicator is that the average tenure of our employees is approximately [removed: 9] [added: 10] years.
In [removed: 2022,] [added: 2023,] we [removed: continued to build on] [added: reinforced] our strong foundation [added: of equity and inclusion] through roundtable discussions to support open dialogue, training sessions [removed: for all employees] on the importance of a diverse and inclusive [removed: workplace,] [added: workplace] and growing our employee resource group representation.
[added: As part of our commitment to diversity,] Verisign continues to partner with organizations that are dedicated to resisting and reversing historical injustice.
Our progress is evident through our October [removed: 2022] [added: 2023] employee [added: survey results where participants]
[removed: survey results where participants] indicated that they understand how to support an inclusive work environment and that Verisign demonstrates a visible commitment to diversity.
[removed: Our] [added: We designed our] management training [removed: is designed] to increase capability in the areas of communication, engagement, coaching, conflict management, and business skills, while fostering an ethical, supportive work environment free from bias and harassment.
[removed: The] [added: We support a hybrid work posture where our employees operate under] team agreements [removed: created] [added: that set] the foundation for [added: operating norms and allows] employees to create work schedules that align with corporate and individual [removed: needs as well as provide employees the flexibility to manage work-life balance.][added: needs.]
https://dnib.com
We also operate the authoritative directory for all .*cc* domain names (country code top-level domain, or “ccTLD”).
We operate the technical or back-end systems for .*edu* and certain other gTLDs.
As the registry
We operate the .*cc* ccTLD under an agreement with Cocos (Keeling) Islands.
Under separate agreements, we provide technical or back-end services for .*edu* and for certain other gTLDs.
We believe that timely development of new and enhanced capabilities for our DNS registration and resolution infrastructure and of new and enhanced ways to ensure the security, stability, and resiliency of our services, are vital to protect our business in an ever-increasing cyberthreat environment, to adapt to evolving internet protocols and standards, and to remain competitive in the marketplace.
We also invest in R&D that benefits the DNS and internet community in which we operate more broadly.
As was the case with prior amendments,
The *.net* Registry Agreement was renewed on June 29, 2023.
We strive to create an environment where employees feel a sense of belonging and feel empowered to bring their diverse skills, perspectives and talents to bear.
We believe that employee development is anchored in acquiring skills and work experiences that meet the needs of the business and the individual.
We focus on leadership capability development and provide learning opportunities that enhance technical and soft skills to equip our workforce for current and future growth opportunities.
Our learning opportunities are a blend of on-the-job experiences, instructor-led and on-demand learning sessions that meet the unique development needs of our workforce.
*Employee Health, Safety and Well-being:* We are committed to maintaining a safe and healthy environment for our employees.
We have a robust physical safety and security program, including a life safety program which trains employees on appropriate emergency responses.
We also offer a holistic wellness experience for our employees through our internal employee wellness program, called Mindful Connections, that supports employees across three pillars: physical, emotional, and financial.
This provides employees more flexibility to manage a healthy work-life balance.
We operate the authoritative directory of and/or the back-end systems for all *.com, .net, .cc, .gov, .edu* and *.name* domain names, among others.
As a registry, we maintain the authoritative directory of all second-level domain names (e.g., example.com and example.net) in these gTLDs and IDN gTLDs.
In addition to our registry agreements with ICANN, we have an agreement with Cocos (Keeling) Islands to operate the country code top-level domain (“ccTLD”) registry for *.cc*, and other agreements to operate the technical systems for the *.gov* and *.edu* sponsored gTLDs.
These gTLDs and ccTLDs are also supported by our global constellation of DNS servers and Shared Registration System.
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.
The fees received from operating the .*gov g*TLD are based on the terms of our agreement with the U.S. government.
We believe that timely development of new and enhanced services, including monitoring and visualization, registry provisioning platforms, navigation and resolution services, data services, value added services, and new and enhanced ways to ensure the security, stability, and resiliency of our services, is necessary to remain competitive in the marketplace.
In addition, we face competition from these social media and e-commerce platforms if they are used by businesses and individuals to establish an online presence rather than through the use of a domain name.
For example, in response to the General Data Protection Regulation, ICANN issued a Temporary Policy modifying public access to information from Whois services.
The applications to renew the licenses for *.com* and *.net* are currently under review by the Ministry of Industry and Information Technology.
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).
We continue to focus on the hiring, retention, and advancement of women and underrepresented populations.
We sponsor skill development for all employees through our online learning and development platform.
In addition, we host a series of instructor-led and on-demand learning sessions designed to build our team’s skills and knowledge required for the future.
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.
Our managers received training on managing in a hybrid environment.
The training focused on leading with inclusive practices, effective communication, empathy, and accountability.
We continue to provide our employees with the equipment and resources that they require to accomplish their work regardless of location.
An excerpt. Shown here: 40 of 57 rewritten, all 18 added and all 22 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2023 filing and the FY2022 filing.
Item 3. LEGAL PROCEEDINGS
3 rewritten, 8 added, 14 removed, 3 unchanged
As previously disclosed, Afilias Domains No. 3 Limited (now called Altanovo Domains Limited ) (“Afilias”), a competitor and losing bidder in the [removed: .web] [added: .*web*] auction, filed a form of arbitration proceeding against ICANN, an Independent Review Process (“IRP”) under ICANN’s bylaws, on November 14, 2018.
Afilias [removed: alleges] [added: alleged] that the agreement between Verisign and Nu Dotco, LLC (“NDC”) pertaining to [removed: *.web*] [added: .*web*] violated ICANN’s [removed: new gTLD Applicant Guidebook.][added: policies.]
[removed: Furthermore, as expected,] [added: On May 20, 2021,] the IRP [removed: panel’s ruling] [added: panel dismissed Afilias’ claims pertaining to the invalidation of the .*web* auction and it] recommended that ICANN’s Board of Directors [removed: consider] [added: review] the objections [removed: made regarding] [added: about] the [removed: *.web*] [added: .*web*] auction and [removed: then] [added: thereafter] make a decision on the delegation of [removed: *.web*.][added: .*web*.]
ICANN paused the processing of NDC’s .*web* application during the IRP proceeding.
Further, the IRP panel rejected a subsequent application for reconsideration filed by Afilias, imposing monetary sanctions and concluding that the application was frivolous.
Thereafter, ICANN’s Board considered the objections raised pertaining to the .*web* auction pursuant to a lengthy and detailed process.
On April 30, 2023, the Board concluded without objection that Verisign and NDC did not violate any ICANN’s policies and it directed that the processing of NDC’s .*web* application be resumed.
Before .*web* could be awarded to NDC, Afilias filed another IRP on July 14, 2023, and as a result, ICANN’s processing of NDC’s .*web* application remains paused.
Similar to the first IRP, Afilias again seeks to invalidate the .*web* auction and have .*web* awarded to Afilias.
Verisign and NDC intend to seek to participate in this new IRP at the appropriate time.
In view of the outcome of the first IRP, the prior imposition of sanctions on Afilias, and the ICANN Board’s decision of April 30, 2023 we believe that Afilias’ continued attempts to obtain the rights to .*web* are improper and without merit and undertaken for the purpose of delaying the delegation of .*web* to NDC and its eventual assignment to Verisign.
As a result, Afilias claims that ICANN had a duty to disqualify NDC’s bid and award the *.web* gTLD to Afilias.
Afilias also claims that ICANN would violate its bylaws pertaining to competition by awarding the *.web* gTLD to Verisign.
Afilias amended its IRP request on March 21, 2019 in part to oppose Verisign’s and NDC’s participation in the IRP.
A hearing was held on Verisign’s and NDC’s applications for participation and, on February 12, 2020, the IRP panel permitted Verisign and NDC to participate in aspects of the IRP.
In early August 2020, the IRP panel held a hearing on Afilias’ claims.
The IRP panel issued its final decision on May 20, 2021.
Consistent with Verisign’s position, the IRP panel dismissed Afilias’ claims for relief seeking to invalidate the *.web* auction and to award the *.web* gTLD to Afilias, concluding that such issues were beyond the IRP panel’s jurisdiction.
With respect to ICANN, the final decision said that certain actions and/or inaction by ICANN in response to Afilias’ objections did violate aspects of ICANN's bylaws related to transparency and fairness.
On June 19, 2021, Afilias filed an application to the IRP panel requesting that it interpret certain terms of, and make certain amendments to, the final decision.
The IRP panel denied that application in its entirety on December 21, 2021 finding that it was “frivolous” and sanctioning Afilias by directing it to pay ICANN’s attorney fees.
On January 16, 2022, ICANN’s Board directed its Board Accountability Mechanisms Committee (“BAMC”) to review the IRP panel’s final decision and to provide the Board with its findings to consider and 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*.
Cover and table of contents
29 rewritten, 3 added, 2 removed, 65 unchanged
For the fiscal year ended December 31, [removed: 2022][added: 2023]
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: 2022,] [added: 2023,] was [removed: $12.4] [added: $15.9] 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: 10, 2023: 104,879,307] [added: 9, 2024: 100.9 million] shares.
Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
| [Item [removed: 1.](#i72947494fdc8420a98024fbdb1c55535_13)] [added: 1.](#ia344645499db451998cb730e9d45f994_13)] | | | [removed: [Business](#i72947494fdc8420a98024fbdb1c55535_13)] [added: [Business](#ia344645499db451998cb730e9d45f994_13)] | | | [removed: [3](#i72947494fdc8420a98024fbdb1c55535_13)] [added: [3](#ia344645499db451998cb730e9d45f994_13)] | | |
| [Item [removed: 1A.](#i72947494fdc8420a98024fbdb1c55535_19)] [added: 1A.](#ia344645499db451998cb730e9d45f994_19)] | | | [Risk [removed: Factors](#i72947494fdc8420a98024fbdb1c55535_19)] [added: Factors](#ia344645499db451998cb730e9d45f994_19)] | | | [removed: [10](#i72947494fdc8420a98024fbdb1c55535_19)] [added: [10](#ia344645499db451998cb730e9d45f994_19)] | | |
| [Item [removed: 1B.](#i72947494fdc8420a98024fbdb1c55535_22)] [added: 1B.](#ia344645499db451998cb730e9d45f994_22)] | | | [Unresolved Staff [removed: Comments](#i72947494fdc8420a98024fbdb1c55535_22)] [added: Comments](#ia344645499db451998cb730e9d45f994_22)] | | | [removed: [19](#i72947494fdc8420a98024fbdb1c55535_22)] [added: [19](#ia344645499db451998cb730e9d45f994_22)] | | |
| [Item [removed: 2.](#i72947494fdc8420a98024fbdb1c55535_25)] [added: 2.](#ia344645499db451998cb730e9d45f994_25)] | | | [removed: [Properties](#i72947494fdc8420a98024fbdb1c55535_25)] [added: [Properties](#ia344645499db451998cb730e9d45f994_25)] | | | [removed: [19](#i72947494fdc8420a98024fbdb1c55535_25)] [added: [20](#ia344645499db451998cb730e9d45f994_25)] | | |
| [Item [removed: 3.](#i72947494fdc8420a98024fbdb1c55535_28)] [added: 3.](#ia344645499db451998cb730e9d45f994_28)] | | | [Legal [removed: Proceedings](#i72947494fdc8420a98024fbdb1c55535_28)] [added: Proceedings](#ia344645499db451998cb730e9d45f994_28)] | | | [removed: [19](#i72947494fdc8420a98024fbdb1c55535_28)] [added: [20](#ia344645499db451998cb730e9d45f994_28)] | | |
| [Item [removed: 4.](#i72947494fdc8420a98024fbdb1c55535_31)] [added: 4.](#ia344645499db451998cb730e9d45f994_31)] | | | [Mine Safety [removed: Disclosures](#i72947494fdc8420a98024fbdb1c55535_31)] [added: Disclosures](#ia344645499db451998cb730e9d45f994_31)] | | | [removed: [19](#i72947494fdc8420a98024fbdb1c55535_31)] [added: [21](#ia344645499db451998cb730e9d45f994_31)] | | |
| [Item [removed: 5.](#i72947494fdc8420a98024fbdb1c55535_37)] [added: 5.](#ia344645499db451998cb730e9d45f994_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i72947494fdc8420a98024fbdb1c55535_37)] [added: Securities](#ia344645499db451998cb730e9d45f994_37)] | | | [removed: [20](#i72947494fdc8420a98024fbdb1c55535_37)] [added: [22](#ia344645499db451998cb730e9d45f994_37)] | | |
| [Item [removed: 6.](#i72947494fdc8420a98024fbdb1c55535_40)] [added: 6.](#ia344645499db451998cb730e9d45f994_40)] | | | [removed: [\[Reserved\]](#i72947494fdc8420a98024fbdb1c55535_40)] [added: [\[Reserved\]](#ia344645499db451998cb730e9d45f994_40)] | | | [removed: [21](#i72947494fdc8420a98024fbdb1c55535_40)] [added: [23](#ia344645499db451998cb730e9d45f994_40)] | | |
| [Item [removed: 7.](#i72947494fdc8420a98024fbdb1c55535_43)] [added: 7.](#ia344645499db451998cb730e9d45f994_43)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i72947494fdc8420a98024fbdb1c55535_43)] [added: Operations](#ia344645499db451998cb730e9d45f994_43)] | | | [removed: [22](#i72947494fdc8420a98024fbdb1c55535_43)] [added: [24](#ia344645499db451998cb730e9d45f994_43)] | | |
| [Item [removed: 7A.](#i72947494fdc8420a98024fbdb1c55535_55)] [added: 7A.](#ia344645499db451998cb730e9d45f994_55)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i72947494fdc8420a98024fbdb1c55535_55)] [added: Risk](#ia344645499db451998cb730e9d45f994_55)] | | | [removed: [28](#i72947494fdc8420a98024fbdb1c55535_55)] [added: [30](#ia344645499db451998cb730e9d45f994_55)] | | |
| [Item [removed: 8.](#i72947494fdc8420a98024fbdb1c55535_58)] [added: 8.](#ia344645499db451998cb730e9d45f994_58)] | | | [Financial Statements and Supplementary [removed: Data](#i72947494fdc8420a98024fbdb1c55535_58)] [added: Data](#ia344645499db451998cb730e9d45f994_58)] | | | [removed: [30](#i72947494fdc8420a98024fbdb1c55535_58)] [added: [32](#ia344645499db451998cb730e9d45f994_58)] | | |
| [Item [removed: 9.](#i72947494fdc8420a98024fbdb1c55535_118)] [added: 9.](#ia344645499db451998cb730e9d45f994_118)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i72947494fdc8420a98024fbdb1c55535_118)] [added: Disclosure](#ia344645499db451998cb730e9d45f994_118)] | | | [removed: [52](#i72947494fdc8420a98024fbdb1c55535_118)] [added: [54](#ia344645499db451998cb730e9d45f994_118)] | | |
| [Item [removed: 9A.](#i72947494fdc8420a98024fbdb1c55535_121)] [added: 9A.](#ia344645499db451998cb730e9d45f994_121)] | | | [Controls and [removed: Procedures](#i72947494fdc8420a98024fbdb1c55535_121)] [added: Procedures](#ia344645499db451998cb730e9d45f994_121)] | | | [removed: [52](#i72947494fdc8420a98024fbdb1c55535_121)] [added: [54](#ia344645499db451998cb730e9d45f994_121)] | | |
| [Item [removed: 9B.](#i72947494fdc8420a98024fbdb1c55535_124)] [added: 9B.](#ia344645499db451998cb730e9d45f994_124)] | | | [Other [removed: Information](#i72947494fdc8420a98024fbdb1c55535_124)] [added: Information](#ia344645499db451998cb730e9d45f994_124)] | | | [removed: [52](#i72947494fdc8420a98024fbdb1c55535_124)] [added: [55](#ia344645499db451998cb730e9d45f994_124)] | | |
| [Item [removed: 9C](#i72947494fdc8420a98024fbdb1c55535_127).] [added: 9C](#ia344645499db451998cb730e9d45f994_127).] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i72947494fdc8420a98024fbdb1c55535_127).] [added: Inspections](#ia344645499db451998cb730e9d45f994_127)] | | | [removed: [52](#i72947494fdc8420a98024fbdb1c55535_127)] [added: [55](#ia344645499db451998cb730e9d45f994_127)] | | |
| | | | [PART [removed: III](#i72947494fdc8420a98024fbdb1c55535_130)] [added: III](#ia344645499db451998cb730e9d45f994_130)] | | | | | |
| [Item [removed: 10.](#i72947494fdc8420a98024fbdb1c55535_133)] [added: 10.](#ia344645499db451998cb730e9d45f994_133)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i72947494fdc8420a98024fbdb1c55535_133)] [added: Governance](#ia344645499db451998cb730e9d45f994_133)] | | | [removed: [53](#i72947494fdc8420a98024fbdb1c55535_133)] [added: [56](#ia344645499db451998cb730e9d45f994_133)] | | |
| [Item [removed: 11.](#i72947494fdc8420a98024fbdb1c55535_136)] [added: 11.](#ia344645499db451998cb730e9d45f994_136)] | | | [Executive [removed: Compensation](#i72947494fdc8420a98024fbdb1c55535_136)] [added: Compensation](#ia344645499db451998cb730e9d45f994_136)] | | | [removed: [53](#i72947494fdc8420a98024fbdb1c55535_136)] [added: [56](#ia344645499db451998cb730e9d45f994_136)] | | |
| [Item [removed: 12.](#i72947494fdc8420a98024fbdb1c55535_139)] [added: 12.](#ia344645499db451998cb730e9d45f994_139)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#i72947494fdc8420a98024fbdb1c55535_139)] [added: Stockholder](#ia344645499db451998cb730e9d45f994_139)] Matters | | | [removed: [53](#i72947494fdc8420a98024fbdb1c55535_139)] [added: [56](#ia344645499db451998cb730e9d45f994_139)] | | |
| [Item [removed: 13.](#i72947494fdc8420a98024fbdb1c55535_142)] [added: 13.](#ia344645499db451998cb730e9d45f994_142)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i72947494fdc8420a98024fbdb1c55535_142)] [added: Independence](#ia344645499db451998cb730e9d45f994_142)] | | | [removed: [53](#i72947494fdc8420a98024fbdb1c55535_142)] [added: [56](#ia344645499db451998cb730e9d45f994_142)] | | |
| [Item [removed: 14.](#i72947494fdc8420a98024fbdb1c55535_145)] [added: 14.](#ia344645499db451998cb730e9d45f994_145)] | | | [Principal Accountant Fees and [removed: Services](#i72947494fdc8420a98024fbdb1c55535_145)] [added: Services](#ia344645499db451998cb730e9d45f994_145)] | | | [removed: [53](#i72947494fdc8420a98024fbdb1c55535_145)] [added: [56](#ia344645499db451998cb730e9d45f994_145)] | | |
| | | | [PART [removed: IV](#i72947494fdc8420a98024fbdb1c55535_148)] [added: IV](#ia344645499db451998cb730e9d45f994_148)] | | | | | |
| [Item [removed: 15.](#i72947494fdc8420a98024fbdb1c55535_151)] [added: 15.](#ia344645499db451998cb730e9d45f994_151)] | | | [Exhibits, Financial Statement [removed: Schedules](#i72947494fdc8420a98024fbdb1c55535_151)] [added: Schedules](#ia344645499db451998cb730e9d45f994_151)] | | | [removed: [54](#i72947494fdc8420a98024fbdb1c55535_151)] [added: [57](#ia344645499db451998cb730e9d45f994_151)] | | |
| [Item [removed: 16.](#i72947494fdc8420a98024fbdb1c55535_154)] [added: 16.](#ia344645499db451998cb730e9d45f994_154)] | | | [10-K [removed: Summary](#i72947494fdc8420a98024fbdb1c55535_154)] [added: Summary](#ia344645499db451998cb730e9d45f994_154)] | | | [removed: [56](#i72947494fdc8420a98024fbdb1c55535_154)] [added: [59](#ia344645499db451998cb730e9d45f994_154)] | | |
| [removed: [Signatures](#i72947494fdc8420a98024fbdb1c55535_157)] [added: [Signatures](#ia344645499db451998cb730e9d45f994_157)] | | | | | | [removed: [57](#i72947494fdc8420a98024fbdb1c55535_157)] [added: [60](#ia344645499db451998cb730e9d45f994_157)] | | |
| | | | [PART I](#ia344645499db451998cb730e9d45f994_10) | | | | | |
| [Item 1C](#ia344645499db451998cb730e9d45f994_2748779070897). | | | [Cybersecurity](#ia344645499db451998cb730e9d45f994_2748779070897) | | | [19](#ia344645499db451998cb730e9d45f994_2748779070897) | | |
| | | | [PART II](#ia344645499db451998cb730e9d45f994_34) | | | | | |
| | | | [PART I](#i72947494fdc8420a98024fbdb1c55535_10) | | | | | |
| | | | [PART II](#i72947494fdc8420a98024fbdb1c55535_34) | | | | | |
Item 1C. CYBERSECURITY
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New section this year
Our cybersecurity program is designed and implemented to assess, identify, mitigate and manage risks from cybersecurity threats that may result in adverse effects on the integrity and availability of our production and information systems.
Among other items, our cybersecurity program is comprised of policies, standards, plans and frameworks for information security, business resilience, insider threat mitigation, technology asset management, cyber risk management, incident response and procurement.
Material risks from cybersecurity threats include, among other things, operational disruption, including failure to meet our service level agreements, loss or destruction of data, hardware or intellectual property, and cyber extortion through ransomware.
The management of cybersecurity risks, which involves significant and sustained resource commitments and Management attention, is also integrated into the Company’s enterprise risk management program through formal processes that help identify and elevate the most serious risks, including those pertaining to cybersecurity, for management at the enterprise level and oversight at the Board level.
For more information on the Company’s cybersecurity risks and their possible impact on our business strategy, results of operations, or financial condition see Risk Factors – Cybersecurity and Technology Risk Factors in Part I, Item 1A of this Form 10-K.
Our cybersecurity program leverages the NIST Cybersecurity Framework to help protect the Company’s operations, information, production systems and networks from threats through cybersecurity practices, programs and tools that establish defenses in depth.
The cybersecurity program includes, among other items, vulnerability and patch management, network and data segmentation, application of zero-trust principles, automated ingestion of multi-source threat intelligence, end point and network detection/response, application security, secure configurations for operating systems and databases, continuous security monitoring and 24/7 security operations.
The program has dedicated business resilience, insider threat and governance, risk and compliance (GRC) functions.
Incident management is governed by our Incident Response Plan that assigns incident command and control parameters and escalation protocols to management and the Board of Directors.
Our cybersecurity program also focuses on risks from the use of third-party services.
Our GRC team assesses the cybersecurity practices of current and prospective service providers for compliance with our requirements, and our procurement functions seek terms and conditions, including by example, audit rights and vulnerability or breach disclosure obligations, to enhance our defenses against supply chain risks.
Our cybersecurity program incorporates several control and best practice regimes, including for example, the Center for Internet Security (CIS) controls.
We conduct regular internal and external assessments, audits, and tabletop exercises to assess security vulnerabilities, control compliance and incident preparedness.
These assessments and exercises include, for example, red team exercises simulating external attacks, crisis management exercises, including incident response, and internal audit reviews.
Management and the Board’s Cybersecurity Committee reviews the results of these exercises, audits and assessments.
We also actively engage with third parties, such as key vendors, auditors, consultants, industry participants, and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our cybersecurity program.
We monitor emerging data protection laws and cybersecurity and privacy regulatory requirements and implement changes to our standards and processes for continued compliance.
Our cybersecurity program also includes employee and contractor training, which primarily consists of monthly educational videos, annual trainings and certifications, and phishing exercises.
Our cybersecurity strategy and program are led by our Executive Vice President and Chief Security Officer (CSO), who reports to the CEO.
Our CSO is Danny McPherson, who has over 25 years of experience in technology and cybersecurity leadership positions and has authored several security-related books and numerous patents, IP standards, and security research publications.
He has served in various capacities on various technology working groups and standards setting organizations including the Internet Architecture Board and the Internet Engineering Task Force.
Our CSO manages a converged security, engineering and operations organization that helps to ensure that cyber and other security priorities are appropriately integrated throughout the Company.
Our Chief Information Security Officer, Chief Information Officer and the head of architecture and engineering report to our CSO.
These and other experienced employees lead the teams responsible for implementing various parts of our cybersecurity program.
In addition, a management-level Safety and Security Council (“Council”) chaired by our CEO and comprised of our CSO and other senior officers, provides cross-functional coordination for the management of the Company’s security functions.
The Council receives information, typically monthly, on the status of the cybersecurity program, initiatives, incidents, cybersecurity risks, assessments, and threats, among other items.
The Chair of the Board’s Cybersecurity Committee is the Board’s liaison to the Council and attends the regular meetings of the Council.
The Cybersecurity Committee assists the Board with its oversight of the Company’s cybersecurity risks and our cybersecurity program.
The Committee reviews our incident response plan, including escalation protocols, business continuity program plans, program budgets and resources, and our cybersecurity insurance program.
The Committee also reviews and discusses the activities of the Council at each of its regularly scheduled meetings.
The Committee operates pursuant to a written charter and calendar, each of which are reviewed on an annual basis.
The Cybersecurity Committee and the full Board receive quarterly status reports on the cybersecurity program from the CSO, addressing progress and updates on various cybersecurity functions and initiatives including, for example, compliance, assessments, security operations and incident response, business resilience, distributed denial of service attacks, data privacy, technology and asset management, controls, and vulnerability management.
Item 2. PROPERTIES
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As of December 31, [removed: 2022,] [added: 2023,] we owned each of our significant properties, which include our [added: current and future] corporate headquarters [removed: facility] [added: facilities] in Reston, Virginia, and data center facilities in New Castle, Delaware and Dulles, Virginia.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 9 added, 8 removed, 15 unchanged
On February [removed: 10, 2023,] [added: 9, 2024,] there were [removed: 323] [added: 302] holders of record of our common stock.
The following table presents the share repurchase activity during the three months ended December 31, [removed: 2022:][added: 2023:]
| | | | Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased (3)] | | | | | | Average Price Paid per Share | | | | | | Total [removed: Number of Shares Purchased as Part] [added: Number of Shares Purchased as Part] of [removed: Publicly Announced Plans or Programs (1)] [added: Publicly Announced Plans or Programs (1) (3)] | | | | | | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)(2) | | |
(1)Effective [removed: February 10, 2022,] [added: July 27, 2023,] our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $705.4 million,] [added: $1.14 billion,] in addition to the [removed: $294.6] [added: $356.1] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to [removed: $1.00] [added: $1.50] 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: 2017,] [added: 2018,] and calculates the return annually through December 31, [removed: 2022.][added: 2023.]
[removed: ][added: ]
| S&P 500 Information Technology Index | | | $ | 100 | | $ | [removed: 100] [added: 150] | | $ | [removed: 150] [added: 216] | | $ | [removed: 216] [added: 291] | | $ | [removed: 290] [added: 209] | | $ | [removed: 208] [added: 330] | |
| October 1 – 31, 2023 | | | 381 | | | | | | $206.20 | | | | | | 381 | | | | | | $ | 1,264.3 | million |
| November 1 – 30, 2023 | | | 361 | | | | | | $206.49 | | | | | | 361 | | | | | | $ | 1,189.9 | million |
| December 1 – 31, 2023 | | | 331 | | | | | | $211.31 | | | | | | 331 | | | | | | $ | 1,120.0 | million |
| | | | 1,072 | | | | | | | | | | | | 1,072 | | | | | | | | |
(2)Amounts presented are exclusive of the excise tax on share repurchases.
(3)Amounts in the table above may not sum due to rounding.
| | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | |
| VeriSign, Inc. | | | $ | 100 | | $ | 130 | | $ | 146 | | $ | 171 | | $ | 139 | | $ | 139 | |
| S&P 500 Index | | | $ | 100 | | $ | 131 | | $ | 156 | | $ | 200 | | $ | 164 | | $ | 207 | |
| 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 | | | | | | | | |
(2)Effective October 27, 2022, our Board of Directors authorized the repurchase of our common stock in the amount of $803.0 million, in addition to the $197.0 million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.00 billion under the program.
| | | | 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 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
250 rewritten, 91 added, 43 removed, 459 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i72947494fdc8420a98024fbdb1c55535_61)] [added: Firm](#ia344645499db451998cb730e9d45f994_61)] | | | [removed: [31](#i72947494fdc8420a98024fbdb1c55535_61)] [added: [33](#ia344645499db451998cb730e9d45f994_61)] | | |
| [Consolidated Balance [removed: Sheets](#i72947494fdc8420a98024fbdb1c55535_64)] [added: Sheets](#ia344645499db451998cb730e9d45f994_64)] | | | [removed: [34](#i72947494fdc8420a98024fbdb1c55535_64)] [added: [35](#ia344645499db451998cb730e9d45f994_64)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i72947494fdc8420a98024fbdb1c55535_70)] [added: Income](#ia344645499db451998cb730e9d45f994_70)] | | | [removed: [35](#i72947494fdc8420a98024fbdb1c55535_70)] [added: [36](#ia344645499db451998cb730e9d45f994_70)] | | |
| [Consolidated Statements of Stockholders’ [removed: Deficit](#i72947494fdc8420a98024fbdb1c55535_73)] [added: Deficit](#ia344645499db451998cb730e9d45f994_73)] | | | [removed: [36](#i72947494fdc8420a98024fbdb1c55535_73)] [added: [37](#ia344645499db451998cb730e9d45f994_73)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i72947494fdc8420a98024fbdb1c55535_76)] [added: Flows](#ia344645499db451998cb730e9d45f994_76)] | | | [removed: [37](#i72947494fdc8420a98024fbdb1c55535_76)] [added: [38](#ia344645499db451998cb730e9d45f994_76)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i72947494fdc8420a98024fbdb1c55535_79)] [added: Statements](#ia344645499db451998cb730e9d45f994_79)] | | | [removed: [38](#i72947494fdc8420a98024fbdb1c55535_79)] [added: [39](#ia344645499db451998cb730e9d45f994_79)] | | |
We have audited the accompanying consolidated balance sheets of VeriSign, Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.
We [removed: also] have [removed: audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s] [added: audited VeriSign, Inc. and subsidiaries' (the Company)] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission, and our report dated February 17, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.][added: Commission.]
As discussed in Notes 1 and 10 to the consolidated financial statements, the Company recognized [removed: $234.6] [added: $301.0] million of deferred tax assets, net as of December 31, [removed: 2022.][added: 2023.]
The Company’s income tax expense was [removed: $206.4] [added: $158.9] million for the year ended December [removed: 31, 2022.][added: 31,2023.]
[added: 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.
[removed: We have audited VeriSign, Inc. and subsidiaries' (the Company)] [added: In our opinion, the Company maintained, in all material respects, effective] internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control – Integrated Framework (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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 17, 2023] [added: 15, 2024] expressed an unqualified opinion on those consolidated financial statements.
[removed: | | | | December 31, 2022 | | | | | | December] [added: DECEMBER] 31, [added: 2023, 2022 AND] 2021 [removed: | | |]
| Cash and cash equivalents | | | $ | [removed: 373.6] [added: 240.1] | | | | | $ | [removed: 223.5] [added: 373.6] | |
| Marketable securities | | | [removed: 606.8] [added: 686.3] | | | | | | [removed: 982.3] [added: 606.8] | | |
| Other current assets | | | [removed: 58.3] [added: 61.9] | | | | | | [removed: 62.9] [added: 58.3] | | |
| Total current assets | | | [removed: 1,038.7] [added: 988.3] | | | | | | [removed: 1,268.7] [added: 1,038.7] | | |
| Property and equipment, net | | | [removed: 232.0] [added: 233.2] | | | | | | [removed: 251.2] [added: 232.0] | | |
| Deferred tax assets | | | [removed: 234.6] [added: 301.0] | | | | | | [removed: 230.7] [added: 234.6] | | |
| Other long-term assets | | | [removed: 30.6] [added: 29.0] | | | | | | [removed: 35.7] [added: 30.6] | | |
| Total long-term assets | | | [removed: 694.7] [added: 760.7] | | | | | | [removed: 715.1] [added: 694.7] | | |
| Total assets | | | $ | [removed: 1,733.4] [added: 1,749.0] | | | | | $ | [removed: 1,983.8] [added: 1,733.4] | |
| Accounts payable and accrued liabilities | | | $ | [removed: 226.5] [added: 257.4] | | | | | $ | [removed: 226.6] [added: 226.5] | |
| Deferred revenues | | | [removed: 890.4] [added: 931.1] | | | | | | [removed: 847.4] [added: 890.4] | | |
| Total current liabilities | | | [removed: 1,116.9] [added: 1,188.5] | | | | | | [removed: 1,074.0] [added: 1,116.9] | | |
| Long-term deferred revenues | | | [removed: 328.7] [added: 315.0] | | | | | | [removed: 306.0] [added: 328.7] | | |
| Senior notes | | | [removed: 1,787.9] [added: 1,790.2] | | | | | | [removed: 1,785.7] [added: 1,787.9] | | |
| Long-term tax and other liabilities | | | [removed: 62.1] [added: 36.3] | | | | | | [removed: 78.6] [added: 62.1] | | |
| Total long-term liabilities | | | [removed: 2,178.7] [added: 2,141.5] | | | | | | [removed: 2,170.3] [added: 2,178.7] | | |
| Total liabilities | | | [removed: 3,295.6] [added: 3,330.0] | | | | | | [removed: 3,244.3] [added: 3,295.6] | | |
| Common stock and additional paid-in capital—par value $.001 per share; Authorized shares: 1,000; Issued shares: [removed: 354.5] [added: 354.9] at December 31, [removed: 2022] [added: 2023] and [removed: 354.2] [added: 354.5] at December 31, [removed: 2021;] [added: 2022;] Outstanding shares: [removed: 105.3] [added: 101.3] at December 31, [removed: 2022] [added: 2023] and [removed: 110.5] [added: 105.3] at December 31, [removed: 2021] [added: 2022] | | | [removed: 12,644.5] [added: 11,808.0] | | | | | | [removed: 13,620.1] [added: 12,644.5] | | |
| Accumulated deficit | | | [removed: (14,204.0)] [added: (13,386.4)] | | | | | | [removed: (14,877.8)] [added: (14,204.0)] | | |
| Accumulated other comprehensive loss | | | [removed: (2.7)] [added: (2.6)] | | | | | | [removed: (2.8)] [added: (2.7)] | | |
| Total stockholders’ deficit | | | [removed: (1,562.2)] [added: (1,581.0)] | | | | | | [removed: (1,260.5)] [added: (1,562.2)] | | |
| Total liabilities and stockholders’ deficit | | | $ | [removed: 1,733.4] [added: 1,749.0] | | | | | $ | [removed: 1,983.8] [added: 1,733.4] | |
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |
| Revenues | | | $ | [removed: 1,424.9] [added: 1,493.1] | | | | | $ | [removed: 1,327.6] [added: 1,424.9] | | | | | $ | [removed: 1,265.1] [added: 1,327.6] | |
| Cost of revenues | | | [removed: 200.7] [added: 197.3] | | | | | | [removed: 191.9] [added: 200.7] | | | | | | [removed: 180.2] [added: 191.9] | | |
February 15, 2024
February 15, 2024
| | | | December 31, 2023 | | | | | | December 31, 2022 | | |
| Excise tax on repurchase of common stock | | | (8.2) | | | | | | — | | | | | | — | | |
| Other comprehensive income | | | 0.1 | | | | | | 0.1 | | | | | | — | | |
| Net income | | | $ | 817.6 | | | | | $ | 673.8 | | | | | $ | 784.8 | |
| Amortization of discount on investments in debt securities | | | (27.8) | | | | | | (7.7) | | | | | | (0.4) | | |
| Other, net | | | 3.3 | | | | | | 3.8 | | | | | | 6.4 | | |
| Other liabilities | | | (2.2) | | | | | | (13.3) | | | | | | 1.4 | | |
| Net deferred income taxes | | | (66.4) | | | | | | (6.2) | | | | | | (162.8) | | |
| Other financing activities | | | (0.7) | | | | | | — | | | | | | — | | |
The Company amortizes the discount on debt securities purchased below par value over the term of the instrument, and recognizes the amounts as interest income included in Non-operating income (loss), net.
The Company recognized net remeasurement gains of $14.7 million in 2023.
The Company recognized a $9.8 million loss related to foreign currency forward contracts in 2023.
The liability related to the unrealized loss on foreign currency forward contracts is included in Accounts payable and accrued liabilities on our Consolidated Balance Sheet as of December 31, 2023.
DECEMBER 31, 2023, 2022 AND 2021
resolution and Whois services, which allow users to find information about registered domain names) through the registration term.
DECEMBER 31, 2023, 2022 AND 2021
*Recent Accounting Pronouncements*
In November 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*, which requires additional disclosure of significant segment expenses on an annual and interim basis.
This guidance will be applied retrospectively and will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025.
We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*, which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.This guidance will be effective for the annual periods beginning the year ended December 31, 2025.
We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
DECEMBER 31, 2023, 2022 AND 2021
| | | | 2023 | | | | | | 2022 | | |
| Cash and cash equivalents | | | $ | 240.1 | | | | | $ | 373.6 | |
| Marketable securities | | | 686.3 | | | | | | 606.8 | | |
| Total | | | $ | 931.8 | | | | | $ | 985.8 | |
Debt securities purchased with original maturities in excess of three months are included in Marketable securities.
The fair value of all of these financial instruments are classified as Level 1 in the fair value hierarchy.
| | | | 2023 | | | | | | 2022 | | |
DECEMBER 31, 2023, 2022 AND 2021
| | | | 2023 | | | | | | 2022 | | |
In July 2023, the Company purchased a building in Reston, Virginia to be used as its future corporate headquarters for $19.8 million.
Based on a valuation of the property, $13.0 million of the total purchase price was allocated to the building which is included in capital work in progress in the table above due to ongoing construction.
The remaining $6.8 million was allocated to land.
| | | | 2023 | | | | | | 2022 | | |
| | | | 2023 | | | | | | 2022 | | |
DECEMBER 31, 2023, 2022 AND 2021
We involved domestic and international tax
February 17, 2023
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
| | | | | | | | | | | | | | | | | | |
| Other, net | | | (3.9) | | | | | | 6.0 | | | | | | (9.1) | | |
| Proceeds from sale of business | | | — | | | | | | — | | | | | | 20.8 | | |
These foreign currency forward contracts are derivatives and are recorded at fair market value.
from the initial registration or renewal of domain names are deferred and recognized ratably over the registration term.
| Total accounts payable and accrued liabilities | | | $ | 226.5 | | | | | $ | 226.6 | |
| Long-term tax and other liabilities | | | $ | 62.1 | | | | | $ | 78.6 | |
The 2019 Credit Facility was amended in December 2021 to address the LIBOR transition.
Effective October 27, 2022, our Board of Directors authorized the repurchase of our common stock in the amount of $803.0 million, in addition to the $197.0 million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.00 billion under the program.
The Company transitioned the operation of the .*tv* registry to a new operator in November 2022.
Upon completion of the transition, the Company had no remaining performance obligations related
to the .*tv* ccTLD.
As a result, the Company recognized the remaining $8.4 million of deferred revenues in the fourth quarter of 2022.
| Granted | | | 0.3 | | | | | | $ | 210.94 | | | | | | | |
| | | | 0.6 | | | | | | $ | 206.32 | | | | | | | |
| Gain on sale of business | | | — | | | | | | — | | | | | | 6.4 | | |
| Transition services income | | | — | | | | | | — | | | | | | 2.1 | | |
Gain on sale of business and transition services income in 2020 relates to the sale of the Company’s security services customer contracts.
Other, net in 2022 includes primarily foreign currency related losses.
| Stock-based compensation | | | 4.7 | | | | | | 1.3 | | | | | | (8.6) | | |
| Other | | | (1.3) | | | | | | 0.2 | | | | | | (4.5) | | |
During 2020, the Company recognized an income tax benefit as a result of the remeasurement of certain previously unrecognized income tax benefits.
The majority of these income tax benefits related to the worthless stock deduction taken in 2013.
These remeasurements were based on written confirmations from the IRS, indicating no examination adjustments would be proposed related to the worthless stock deduction or certain
other matters reviewed as part of the audit of the Company’s federal income tax returns for 2010 through 2014, and the lapse of statutes of limitations related to other unrecognized income tax benefits.
| Property and equipment | | | (0.5) | | | | | | (6.6) | | | | | | | | |
| Other | | | (1.1) | | | | | | (1.2) | | | | | | | | |
| Total deferred tax liabilities | | | (1.6) | | | | | | (7.8) | | | | | | | | |
As a result, the Company recognized a deferred tax asset of $12.0 million in 2022.
| Decreases in tax positions for prior years | | | — | | | | | | (1.3) | | |
| Decreases in tax positions due to settlement with taxing authorities | | | — | | | | | | (1.2) | | |
The Company’s U.S. federal tax returns for 2019, and the years thereafter, also remain subject to examination.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 | | | $ | 43.0 | | | | | $ | 14.6 | | | | | $ | 5.6 | | | | | $ | 72.6 | | | | | $ | 135.8 | |
| 2024 | | | 9.7 | | | | | | 19.4 | | | | | | 1.5 | | | | | | 72.6 | | | | | | 103.2 | | |
| 2025 | | | 5.0 | | | | | | 24.3 | | | | | | 0.1 | | | | | | 559.5 | | | | | | 588.9 | | |
An excerpt. Shown here: 40 of 250 rewritten, 40 of 91 added and 40 of 43 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2023 filing and the FY2022 filing.
Item 9A. CONTROLS AND PROCEDURES
4 rewritten, 0 added, 0 removed, 14 unchanged
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: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022.][added: 2023.]
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: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
0 rewritten, 4 added, 1 removed, 0 unchanged
Insider Trading Arrangements
Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act.
On November 22, 2023, Danny McPherson, the Company’s Executive Vice President, Engineering, Operations and Chief Security Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 6,000 shares of Company common stock between March 1, 2024 and March 28, 2025, subject to certain conditions.
No other directors or executive officers adopted, terminated or modified plans or other arrangements during the quarter ended December 31, 2023.
None.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 5 unchanged
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: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference (our [removed: “2023] [added: “2024] Proxy Statement”).
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated herein by reference to our [removed: 2023] [added: 2024] 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: 2022,”] [added: 2023,”] and “Executive Compensation.”
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 0 added, 0 removed, 0 unchanged
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: 2023] [added: 2024] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated herein by reference to our [removed: 2023] [added: 2024] 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.”
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by this item is incorporated herein by reference to our [removed: 2023] [added: 2024] 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.”
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
25 rewritten, 2 added, 2 removed, 98 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i72947494fdc8420a98024fbdb1c55535_61)] [added: Firm](#ia344645499db451998cb730e9d45f994_61)] | | | [removed: [31](#i72947494fdc8420a98024fbdb1c55535_61)] [added: [33](#ia344645499db451998cb730e9d45f994_61)] | | |
| [Consolidated Balance [removed: Sheets](#i72947494fdc8420a98024fbdb1c55535_64)] [added: Sheets](#ia344645499db451998cb730e9d45f994_64)] | | | [removed: [34](#i72947494fdc8420a98024fbdb1c55535_64)] [added: [35](#ia344645499db451998cb730e9d45f994_64)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i72947494fdc8420a98024fbdb1c55535_70)] [added: Income](#ia344645499db451998cb730e9d45f994_70)] | | | [removed: [35](#i72947494fdc8420a98024fbdb1c55535_70)] [added: [36](#ia344645499db451998cb730e9d45f994_70)] | | |
| [Consolidated Statements of Stockholders’ [removed: Deficit](#i72947494fdc8420a98024fbdb1c55535_73)] [added: Deficit](#ia344645499db451998cb730e9d45f994_73)] | | | [removed: [36](#i72947494fdc8420a98024fbdb1c55535_73)] [added: [37](#ia344645499db451998cb730e9d45f994_73)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i72947494fdc8420a98024fbdb1c55535_76)] [added: Flows](#ia344645499db451998cb730e9d45f994_76)] | | | [removed: [37](#i72947494fdc8420a98024fbdb1c55535_76)] [added: [38](#ia344645499db451998cb730e9d45f994_76)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i72947494fdc8420a98024fbdb1c55535_79)] [added: Statements](#ia344645499db451998cb730e9d45f994_79)] | | | [removed: [38](#i72947494fdc8420a98024fbdb1c55535_79)] [added: [39](#ia344645499db451998cb730e9d45f994_79)] | | |
| [removed: 10.07] [added: 10.6] | | | | | | [Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on November 29, 2012.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit101.htm) | | | | | | 8-K | | | | | | 11/30/12 | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.08] [added: 10.7] | | | | | | [Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on November 29, 2012.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit102.htm) | | | | | | 8-K | | | | | | 11/30/12 | | | | | | 10.2 | | | | | | | | | | | |
| [removed: 10.09] [added: 10.8] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000101/vrsn-2016630x10qxex1001.htm) [removed: +] [added: [for awards granted in 2022 and 2023](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000101/vrsn-2016630x10qxex1001.htm)[+](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000101/vrsn-2016630x10qxex1001.htm)] | | | | | | 10-Q | | | | | | 4/28/16 | | | | | | 10.01 | | | | | | | | | | | |
| [removed: 10.10] [added: 10.9] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000086/vrsn-20151231x10kxex1070.htm) + | | | | | | 10-K | | | | | | 2/19/16 | | | | | | 10.70 | | | | | | | | | | | |
| [removed: 10.15] [added: 10.19] | | | | | | [removed: [.Net] [added: [Third Amendment to the .com] Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on [removed: June 28, 2017.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000018/exhibit101.htm)] [added: March 27, 2020.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000010/vrsn8-k32720xex101.htm)] | | | | | | 8-K | | | | | | [removed: 6/28/17] [added: 03/27/20] | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.16] [added: 10.15] | | | | | | [Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc. and the U.S. Department of Commerce, entered into on October 26, 2018](http://www.sec.gov/Archives/edgar/data/1014473/000101447318000042/exhibit101-amendment35.htm) | | | | | | 8-K | | | | | | 11/1/18 | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.17] [added: 10.16] | | | | | | [Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, 2018](http://www.sec.gov/Archives/edgar/data/1014473/000101447319000005/vrsn-20181231x10kxex1020.htm) | | | | | | 10-K | | | | | | 2/15/19 | | | | | | 10.20 | | | | | | | | | | | |
| [removed: 10.18] [added: 10.17] | | | | | | [Second Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2019](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1021.htm) | | | | | | 10-K | | | | | | 2/14/20 | | | | | | 10.21 | | | | | | | | | | | |
| [removed: 10.19] [added: 10.18] | | | | | | [Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc. and VeriSign, Inc., dated as of December 10, 2019](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1022.htm)† | | | | | | 10-K | | | | | | 2/14/20 | | | | | | 10.22 | | | | | | | | | | | |
| 10.20 | | | | | | [removed: [Third Amendment to the .com] [added: [.Net] Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and [removed: Numbers, entered into on March 27, 2020.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000010/vrsn8-k32720xex101.htm)] [added: Numbers.](http://www.sec.gov/ix?doc=/Archives/edgar/data/1014473/000101447323000028/vrsn-20230629.htm)] | | | | | | 8-K | | | | | | [removed: 03/27/20] [added: 06/30/23] | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.22] [added: 10.21] | | | | | | [Credit Agreement, [removed: amended and restated] [added: dated] as of December [removed: 23, 2021] [added: 6, 2023] among [removed: VERISIGN, INC.,] [added: VeriSign, Inc.,] the [removed: Lenders as defined therein] [added: borrowing subsidiaries party thereto, the lenders party thereto,] and JPMorgan Chase Bank, N.A., as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/1014473/000101447322000007/vrsn-20211231x10kxex1022.htm)] [added: Agent.](http://www.sec.gov/Archives/edgar/data/1014473/000101447323000040/vrsn8-kx12823xex101.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 2/18/22] [added: 12/08/23] | | | | | | [removed: 10.22] [added: 10.1] | | | | | | | | | | | |
| [removed: 10.23] [added: 10.22] | | | | | | [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 | | | | | | | | | | | |
| 21.01 | | | | | | [Subsidiaries of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex2101.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 2/14/20] | | | | | | [removed: 21.01] | | | | | | | | | [added: X] | | |
| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000005/vrsn-20221231x10kxex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex2301.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 24.01 | | | | | | [Powers of Attorney (Included as part of the signature pages [removed: hereto).](#i72947494fdc8420a98024fbdb1c55535_157)] [added: hereto).](#ia344645499db451998cb730e9d45f994_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/1014473/000101447323000005/vrsn-20221231x10kxex3101.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex3101.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/1014473/000101447323000005/vrsn-20221231x10kxex3102.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex3102.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/1014473/000101447323000005/vrsn-20221231x10kxex3201.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex3201.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/1014473/000101447323000005/vrsn-20221231x10kxex3202.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex3202.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.10 | | | | | | [Veri](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm)[Sign, Inc. 2006 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm) [Performance](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm)[\-Based Restricted Stock Unit Agreement for awards granted](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm) [in or after 2024](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm)[+](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 97 | | | | | | [Incentive-](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex97.htm)[Based Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex97.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.06 | | | | | | [Purchase and Sale Agreement for 12061 Bluemont Way Reston, Virginia between 12061 Bluemont Owner, LLC, a Delaware limited liability company, as Seller and VeriSign, Inc., a Delaware corporation, as Purchaser Dated August 18, 2011.](http://www.sec.gov/Archives/edgar/data/1014473/000119312511241850/dex101.htm) | | | | | | 8-K | | | | | | 9/7/11 | | | | | | 10.01 | | | | | | | | | | | |
| 10.21 | | | | | | [First Amendment to the .net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on April 27, 2020.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000034/vrsn-2020930x10qxex1001.htm) | | | | | | 10-Q | | | | | | 10/22/20 | | | | | | 10.01 | | | | | | | | | | | |
Item 16. 10-K SUMMARY
4 rewritten, 0 added, 0 removed, 42 unchanged
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: 17th] [added: 15th] day of February [removed: 2023.][added: 2024.]
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: 17th] [added: 15th] day of February [removed: 2023.][added: 2024.]
| /S/ COURTNEY [added: D.] ARMSTRONG | | | | | | Director | | |
| COURTNEY [added: D.] ARMSTRONG | | | | | | | | |