Verisign (VRSN) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A32 rewritten18 added14 removed232 unchanged
All filing items549 rewritten194 added108 removed1,279 unchanged
Summary
counted, not written
- Item 1A lists 26 risk factor headings: 1 new, 2 reworded and 23 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 194 added, 108 removed, 549 rewritten and 1,279 unchanged across 19 items that differ.
New Item 1A headings (1)
- Challenging global economic conditions have in the past and may in the future negatively impact our business.
Removed Item 1A headings (1)
- Deterioration of economic conditions, particularly in China, continues to negatively impact our business.
Reworded Item 1A headings (2)
- We could encounter system interruptions or
[removed: systems][added: system] failures resulting from activities beyond our direct control that could materially harm our business. - New laws, regulations, directives or ICANN
[removed: polices][added: policies] that require us to obtain and maintain personal information of registrants of domain names in the .com and .net gTLDs could impose material compliance costs and could create new, material legal and[removed: others][added: other] risks to our business.
A heading is new when no FY2023 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 FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
32 rewritten, 18 added, 14 removed, 232 unchanged
In such [removed: case,] [added: cases,] the trading price of our common stock could decline and you could lose part or all of your investment.
[removed: While we strive to remediate known vulnerabilities on a timely basis, such vulnerabilities] [added: Vulnerabilities] could be exploited before 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.
[removed: While we have adopted mitigation techniques, procedures, and strategies to defend against DDoS attacks, and] [added: We] have successfully mitigated DDoS attacks to [removed: date,] [added: date; however,] there can be no assurance that we will be able to defend against every attack, especially as the attacks increase in size and sophistication.
If these new technologies, services and capabilities are not effective, our infrastructure could be [added: disrupted, our response times could increase, our ability to meet our service level]
[removed: disrupted, our response times could increase, our ability to meet our service level] agreements could be negatively impacted, and our ability to provide reliable service to our customers and the broader internet community could be impeded.
[removed: While] [added: The various measures] we [removed: deploy] [added: take to mitigate cyber-attacks, including our deployment of] advanced tools and [removed: conduct] [added: implementation of redundant architecture and multiple recovery solutions, as well as conducting] continuous security awareness training to address social engineering [removed: attacks, such measures] [added: attacks and periodic exercises to mitigate the threat of ransomware] cannot provide absolute security.
Our failure to prevent such attacks, including any successful social engineering attack, could result in our inability to meet our service [removed: legal] [added: level] agreements and could otherwise materially harm our business, including from legal claims, governmental investigations and scrutiny, injury to our reputation, and increased costs.
We could encounter system interruptions or [removed: systems] [added: system] failures resulting from activities beyond our direct control that could materially harm our business.
Most of the computing infrastructure for our Shared Registration System is located at, and most of our customer information is stored in, data centers we own or [removed: lease and operate.][added: lease.]
These data [removed: centers] [added: centers, which] are [added: concentrated in the same geographic region, are] vulnerable to damage or interruption, including from natural disasters, such as fires, earthquakes, hurricanes, and floods, power loss, hardware or system failures, physical or electronic break-ins, human error or interference.
We are also regularly updating and enhancing our network architecture in [removed: several of] our [removed: new and existing] data centers and globally distributed resolution systems.
A failure in the operation or update of the root zone [removed: servers,] [added: servers that we operate,] the root zone file, the Root Zone Management System, the TLD name servers, the TLD zone files that we operate, or other network functions, could result in, among other problems, (1) a DNS resolution or other service outage or degradation, (2) the deletion of one or more gTLDs or ccTLDs from the internet, (3) the deletion of one or more second-level domain names from the internet, or (4) a misdirection of one or more domain names to different servers.
Although the overall root server system is redundant and dispersed, [removed: a] [added: an infrastructure or services] failure or [removed: interruption] [added: other disruption of one or more organizations involved] in the operation of the root server system could impact the effectiveness of our .*com* and .*net* authoritative servers and therefore negatively impact directory services necessary for the operation of the internet.
In particular, [removed: these conditions are negatively impacting our business in China, where] demand for our services has substantially declined [added: in China and may continue to decline further] due to [removed: worsening] [added: lower] economic [removed: conditions within China] [added: growth] and [removed: from] [added: as a result of] Chinese regulatory mandates that make it more difficult to register a domain name or establish an online presence using a domain name.
The overall economic impact, severity and duration of these conditions, as well as the timing, strength, and sustainability of any [added: future economic growth or] recovery, are not known at this time, and are not within the Company’s control.
In order to remain competitive, we must continually demonstrate the security, stability, and resiliency of our services and must adopt and support new technologies to adapt our services to changing [removed: technologies,] [added: cybersecurity threats, regulations, application environments,] market conditions, and our customers’ and internet users’ preferences and practices.
Our .*com* and .*net* Registry Agreements contain “presumptive” rights of renewal upon the expiration of their current terms on November 30, [removed: 2024] [added: 2030] and June 30, 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 [added: agreements for those other gTLDs.]
[removed: Laws] [added: In addition, laws] and regulations, including those designed to restrict who can register and who can distribute domain names or to require registrants to provide additional documentation to register domain names, have, and may in the future, impose significant additional costs on our business and subject us to additional liabilities or could prevent us from operating in certain jurisdictions.
New laws, regulations, directives or ICANN [removed: polices] [added: policies] that require us to obtain and maintain personal information of registrants of domain names in the .com and .net gTLDs could impose material compliance costs and could create new, material legal and [removed: others] [added: other] risks to our business.
Failure to properly protect such information, [added: if obtained,] or failure to comply with [removed: GDPR,] [added: GDPR or NIS 2,] could expose the Company to material costs and penalties.
[removed: Moreover, local laws and customs in many countries differ] significantly from those in the U.S. In many foreign countries, particularly in those with developing economies, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. law or regulations applicable to us.
Political tensions between the United States and [removed: China] [added: China, including tensions resulting from tariffs or proposed tariffs,] in particular may pose additional risks to our business in China.
These and [added: possible] future government actions could impact our ability to operate in China and may cause our management’s attention to be diverted, our reputation to be damaged, or our business in China to be adversely affected.
Although we cannot predict the nature or outcome of such changes or the likelihood of such legislative proposals being adopted in the U.S. or throughout the world, any or all of these changes in tax [removed: laws] [added: laws, including but not limited to changes in scope of OECD’s Pillar One, as well as new guidance issued and enacted pertaining to OECD’s Pillar Two,] could increase our taxes and adversely impact our financial condition and cash flow.
[removed: ICANN could adopt Consensus] Policies [removed: or Temporary Policies] that (1) are unfavorable to us as the registry operator of *.com*, *.net* and other gTLDs we operate, (2) are inconsistent with our current or future plans, (3) impose substantial costs on our business, (4) subject the Company to additional legal risks, or (5) affect our competitive position.
[added: 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.
For example, we are engaged in activities to help mitigate security threats and other forms of DNS abuse in the gTLDs and [removed: ccTLDs] [added: ccTLD] we operate and we are involved in community efforts that [removed: could increase] [added: have increased] and [removed: expand] [added: expanded] such activities [removed: including potential new] [added: to include] contractual obligations.
[removed: Such activities include, for] [added: For] example, [removed: receiving] [added: we receive] reports of suspected threats and abuse [removed: from appropriate “trusted notifiers” (typically involving national] and [removed: international law enforcement) and notifying] [added: we notify] registrars or others of domain names associated with suspected malicious or illegal activity.
[removed: Our activities] [added: We] may also [removed: include disabling] [added: disable] one or more domain names in the gTLDs or [removed: ccTLDs] [added: ccTLD] we operate including in response to [added: reports of suspected threats and abuse,] governmental directives and [added: court] orders in those jurisdictions in which we operate.
Changes in the way these registrars and registrants are compensated (including changes in methodologies and metrics) by advertisers and advertisement placement networks, such as Google, Baidu and Bing, have adversely affected, and may continue to adversely affect the market for domain names used for this purpose, which has resulted in, and may continue to [removed: result in, a decrease in demand and/or the renewal rate for such domain names.]
Furthermore, the laws of other countries may not protect our proprietary rights in those countries to the same [added: 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.]
We still may be subject to successful cyber attacks.
Our *.com* Registry Agreement, and the Cooperative Agreement, including their pricing provisions, have been challenged, and could face challenges in the future, through publicity campaigns, governmental scrutiny, media interest, legal challenges, or challenges under ICANN’s accountability mechanisms.
Such challenges have arisen, and could in the future, arise from trade organizations, the media, registrars, registrants, and others, particularly when these agreements are being renewed.
These challenges, if successful, and even when unmeritorious and/or unsuccessful, could have a material adverse effect on our business.
In the U.S., new or modified Executive Orders or legislation involving the internet, cybersecurity, or in other areas could result in new obligations that could negatively impact our business.
For example, the data transfer frameworks between the U.S. and E.U. have been subject to legal challenges, which has created uncertain legal obligations.
For example, in 2023, the European Union adopted the Network and Information Security Directive (“NIS 2”) that addresses registrant data.
Our current obligations do not require us to obtain and maintain personal information of registrants of domain names.
Specific E.U. member state implementations of NIS 2 could create uncertainty about, or change, these obligations.
Moreover, local laws and customs in many countries differ
Certain countries, including our major international tax jurisdictions, have enacted legislation based on the OECD’s guidance.
To date the legislation has had a limited impact on us, but the impact of future legislation is uncertain.
ICANN could adopt Consensus Policies or Temporary
Challenging global economic conditions have in the past and may in the future negatively impact our business.
Factors such as inflation, interest rates, currency fluctuations, trade barriers, tariffs, war, civil unrest, and other political and economic developments and their impact on global economic conditions have in the past and may in the future negatively impact our business.
In addition, applications using artificial intelligence could be transformational in ways that cannot be predicted at this time.
To the extent such applications impact the demand for domain names, it could have a material impact on our business.
result in, a decrease in demand and/or the renewal rate for such domain names.
Similarly, although we implement redundant architecture and multiple recovery solutions, and conduct periodic exercises to mitigate the threat of ransomware, we still may be subject to successful ransomware attacks.
In 2019, we expanded some of our data center services to a leased data center facility.
Deterioration of economic conditions, particularly in China, continues to negatively impact our business.
Our business is, and will likely continue to be, adversely affected by the deterioration in global economic conditions, including high inflation, interest rates, and currency fluctuations, as well as impacts from war, civil unrest, and other political and economic developments.
agreements for those other gTLDs.
Our *.com* Registry Agreement, including its pricing provisions, has faced, and could face in the future, challenges, including possible legal challenges, or challenges under ICANN’s accountability mechanisms, from ICANN, registrars, registrants, and others, and any adverse outcome from these challenges could have a material adverse effect on our business.
For example, following the invalidation of the U.S.-EU Safe Harbor by the European Court of Justice (“EUCJ”) in 2015, the European Union and United States agreed to an alternative framework for data transferred from the European Union to the United States, called Privacy Shield.
In 2018, Privacy Shield
was also invalidated by the EUCJ.
In 2022, the United States and European Union announced a new, but undefined data transfer framework, which once finalized, also could be subject to further legal challenges.
For example, we could incur material costs to protect such information from unauthorized disclosure and, under GDPR, to ensure authorized disclosures are permitted.
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
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.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
97 rewritten, 22 added, 20 removed, 113 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: 2024.][added: 2025.]
*This section of this Form 10-K generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Discussions of [removed: 2021] [added: 2022] items and year-to-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.*][added: 2023.*]
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 172.7] [added: 169.0] million .*com* and .*net* registrations in the domain name base.
[removed: Growth in the] [added: The] number of domain name registrations under our management may be [removed: hindered] [added: negatively impacted] by certain factors, including overall economic conditions, competition from ccTLDs, other gTLDs, services that offer alternatives for an online presence, such as social media, and ongoing changes in the internet practices and behaviors of consumers and businesses.
[removed: 2023] [added: 2024] Business Highlights and Trends
- We recorded revenues of [removed: $1,493.1] [added: $1,557.4] million in [removed: 2023,] [added: 2024,] which represents an increase of [removed: 5%] [added: 4% as] compared to [removed: 2022.][added: 2023.]
- We recorded operating income of [removed: $1,000.6] [added: $1,058.2] million during [removed: 2023,] [added: 2024,] which represents an increase of 6% as compared to [removed: 2022.][added: 2023.]
- We finished [removed: 2023] [added: 2024] with [removed: 172.7] [added: 169.0] million *.com* and *.net* registrations in the domain name base, which represents a [removed: 0.6%] [added: 2.1%] decrease from December 31, [removed: 2022.][added: 2023.]
- During [removed: 2023,] [added: 2024,] we processed [removed: 39.4] [added: 37.4] million new domain name registrations for .*com* and .*net* compared to [removed: 39.9] [added: 39.4] million in [removed: 2022.][added: 2023.]
- The final *.com* and *.net* renewal rate for the third quarter of [removed: 2023] [added: 2024] was [removed: 73.5%] [added: 72.2%] compared to [removed: 73.7%] [added: 73.5%] for the same quarter of [removed: 2022.][added: 2023.]
[removed: - We] [added: In 2023, we] repurchased 4.2 million shares of our common stock [added: at an average stock price of $210.28] for an aggregate cost of $882.8 [removed: million in 2023.][added: million.]
As of December 31, [removed: 2023,] [added: 2024,] there was [removed: $1.12] [added: $1.02] billion remaining for future share repurchases under the share repurchase program.
- We generated cash flows from operating activities of [removed: $853.8] [added: $902.6] million in [removed: 2023,] [added: 2024,] which represents an increase of [removed: 3%] [added: 6%] as compared to [removed: 2022.][added: 2023.]
- On [removed: June 29, 2023,] [added: November 25, 2024,] we renewed the [removed: .*net*] [added: .*com*] Registry Agreement with ICANN, pursuant to which we will remain the sole registry operator for the [removed: .*net*] [added: .*com*] registry through [removed: June] [added: November] 30, [removed: 2029.][added: 2030.]
[removed: - On February 8, 2024, we announced that we will increase] [added: We increased] the annual registry-level wholesale fee for each new and renewal .*com* domain name registration from [added: $8.97 to] $9.59 [added: effective September 1, 2023, and from $9.59] to [removed: $10.26,] [added: $10.26] effective September 1, 2024.
We have recognized [removed: $301.0] [added: $281.3] million of deferred tax assets, net as of December 31, [removed: 2023.][added: 2024.]
Our income tax expense was [removed: $158.9] [added: $236.2] million for the year ended December 31, [removed: 2023.][added: 2024.]
See Note [removed: 10,] [added: 11,] “Income Taxes” of our Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Cost of revenues | | | [removed: 13.2] [added: 12.3] | | | | | | [removed: 14.1] [added: 13.2] | | | | | | [removed: 14.5] [added: 14.1] | | |
| Research and development | | | [removed: 6.1] [added: 6.2] | | | | | | [removed: 6.0] [added: 6.1] | | | | | | [removed: 6.1] [added: 6.0] | | |
| Selling, general and administrative | | | [removed: 13.7] [added: 13.6] | | | | | | 13.7 | | | | | | [removed: 14.1] [added: 13.7] | | |
| Total costs and expenses | | | [removed: 33.0] [added: 32.1] | | | | | | [removed: 33.8] [added: 33.0] | | | | | | [removed: 34.7] [added: 33.8] | | |
| Operating income | | | [removed: 67.0] [added: 67.9] | | | | | | [removed: 66.2] [added: 67.0] | | | | | | [removed: 65.3] [added: 66.2] | | |
| Interest expense | | | [removed: (5.0)] [added: (4.8)] | | | | | | [removed: (5.3)] [added: (5.0)] | | | | | | [removed: (6.3)] [added: (5.3)] | | |
| Non-operating [removed: income (loss),] [added: income,] net | | | [removed: 3.4] [added: 2.5] | | | | | | [removed: 0.9] [added: 3.4] | | | | | | [removed: (0.1)] [added: 0.9] | | |
| Income before income taxes | | | [removed: 65.4] [added: 65.6] | | | | | | [removed: 61.8] [added: 65.4] | | | | | | [removed: 58.9] [added: 61.8] | | |
| Income tax [removed: (expense) benefit] [added: expense] | | | [removed: (10.6)] [added: (15.2)] | | | | | | [removed: (14.5)] [added: (10.6)] | | | | | | [removed: 0.2] [added: (14.5)] | | |
| Net income | | | [removed: 54.8] [added: 50.4] | | % | | | | [removed: 47.3] [added: 54.8] | | % | | | | [removed: 59.1] [added: 47.3] | | % |
We also derive revenues from operating domain name registries and technical systems for several other gTLDs and [removed: ccTLDs,] [added: one ccTLD,] all of which are not significant in relation to our consolidated revenues.
Changes in revenues are driven largely by changes in the number of new domain name registrations and the renewal rate for existing registrations as well as the impact of new and prior price increases, to the [removed: extent permitted by ICANN and the DOC.]
Under the .*com* Registry Agreement, we are permitted to increase the price of a *.com* domain name registration by up to 7% in each of the final four years of each six-year [removed: period beginning on October 26, 2018.][added: period.]
[removed: We] [added: - Effective September 1, 2024, we] increased the annual registry-level wholesale fee for each new and renewal .*com* domain name registration from [removed: $8.39 to $8.97 effective September 1, 2022 and from $8.97 to] $9.59 [removed: effective September 1, 2023.][added: to $10.26.]
[removed: On February 8, 2024, we announced that we will increase] [added: We increased] the annual registry-level wholesale fee for each new and renewal [removed: .*com*] [added: *.net*] domain name registration from [removed: $9.59] [added: $9.02] to [removed: $10.26,] [added: $9.92] effective [removed: September] [added: February] 1, [added: 2023, and from $9.92 to $10.91 effective February 1,] 2024.
In [removed: June 2023,] [added: November 2024,] we [removed: entered into a renewal of] [added: renewed] the [removed: *.net*] [added: .*com*] Registry Agreement with ICANN, pursuant to which we will remain the sole registry operator for the [removed: *.net*] [added: .*com*] registry through [removed: June] [added: November] 30, [removed: 2029.][added: 2030.]
[removed: We have] [added: Under] the [removed: contractual right] [added: *.net* Registry Agreement, which renewed in June 2023, we are permitted] to increase the [removed: fees for .*net*] [added: price of *.net*] domain name registrations by up to 10% each year during the term of our agreement with ICANN, through June 30, 2029.
| | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | [removed: 2021] [added: 2022] | | |
| Revenues | | | | | | $ | [removed: 1,493.1] [added: 1,557.4] | | | | | [removed: 5] [added: 4] | | % | | | | $ | [removed: 1,424.9] [added: 1,493.1] | | | | | [removed: 7] [added: 5] | | % | | | | $ | [removed: 1,327.6] [added: 1,424.9] | |
| *.com* and *.net* domain name registrations in the domain name base | | | | | | [removed: 172.7] [added: 169.0] million | | | | | | [removed: (1)] [added: (2)] | | % | | | | [removed: 173.8] [added: 172.7] million | | | | | | [removed: —] [added: (1)] | | % | | | | [removed: 173.4] [added: 173.8] million | | |
Pursuant to the renewed .*com* Registry Agreement, we cannot increase the price of a .*com* domain name registration during the first two years of the six year contract term.
extent permitted by ICANN and the DOC.
The first such six-year period began on October 26, 2018.
Revenues increased in 2024 compared to 2023, primarily due to the .*com* and .*net* price increases, partially offset by a decline in the .*com* and .*net* domain name base, and the elimination of revenue from the operation of the .*gov* gTLD, which was transitioned to another service provider in the fourth quarter of 2023.
While the core value proposition of a domain name remains strong, challenging economic and regulatory conditions have continued to weaken demand for *.com* and *.net* domain name registrations in China, and some registrars, particularly in the U.S., have shifted their focus to increasing profitability through higher retail pricing and a decrease in marketing activities targeting new customer acquisition.
The combination of these factors has negatively impacted our renewal rates and the volume of new *.com* and *.net* domain name registrations, resulting in a decline in our domain name base.
| | | | 2024 | | | | | | % Change | | | | | | 2023 | | | | | | % Change | | | | | | 2022 | | |
| APAC | | | 175.7 | | | | | | 1 | | % | | | | 174.8 | | | | | | 4 | | % | | | | 167.7 | | |
| Other | | | 96.6 | | | | | | 1 | | % | | | | 95.4 | | | | | | 2 | | % | | | | 93.6 | | |
| | | | 2024 | | | | | | % Change | | | | | | 2023 | | | | | | % Change | | | | | | 2022 | | |
| | | | 2024 | | | | | | % Change | | | | | | 2023 | | | | | | % Change | | | | | | 2022 | | |
| | | | 2024 | | | | | | % Change | | | | | | 2023 | | | | | | % Change | | | | | | 2022 | | |
Compensation and benefits expenses increased by $4.4 million primarily due to annual salary increases.
Equipment and software expenses increased by $3.6 million primarily due to increases in expenses related to network security and other software services.
Professional services expenses increased by $2.9 million primarily due to an increase in external consulting costs related to various projects.
The income tax expense for 2024 includes the impact of the OECD Pillar 2 minimum tax adopted by applicable tax jurisdictions.
While our foreign income taxes increased as a result of the Pillar 2 minimum tax, the overall impact was not material as the additional taxes in these jurisdictions were partly offset by related foreign tax credits in the U.S.
| | | | 2024 | | | | | | 2023 | | |
Under existing market conditions, we intend to refinance all of our 2025 Senior Notes through the issuance of new long-term debt.
As of December 31, 2024, we had no outstanding borrowings and $200.0 million in borrowing capacity under our credit facility which matures in 2028.
If a suitable refinancing arrangement is not available due to a change in market conditions, we intend to utilize the credit facility to repay $200.0 million of the 2025 Senior Notes.
Cash paid to employees and vendors increased primarily due to increases in operating expenses and the timing of payments.
- 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.
We only recognize or continue to recognize tax positions and tax benefit amounts that are more likely than not to be sustained upon examination.
We adjust these amounts in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in an outcome that is materially different from our current estimate of unrecognized tax benefits.
Effective February 1, 2023, we increased the annual registry-level wholesale fee for each new and renewal *.net* domain name registration from $9.02 to $9.92.
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.
Revenues increased in 2023 compared to 2022, primarily due to an increase in revenues from the operation of the registries for the .*com* and .*net* gTLDs driven by the .*com* price increases that became effective September 1, 2023 and 2022 and the .*net* price increase that became effective February 1, 2023.
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.
| China | | | 91.6 | | | | | | (14) | | % | | | | 106.0 | | | | | | 4 | | % | | | | 101.7 | | |
| Other | | | 178.6 | | | | | | 15 | | % | | | | 155.3 | | | | | | 9 | | % | | | | 142.9 | | |
Several such changes benefited revenues in the U.S. and negatively impacted revenues in EMEA during the year ended December 31, 2023.
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.
Capitalized labor decreased by $2.9 million due to a shift in work from capital projects to certain non-capital projects and maintenance of existing software products.
Among other individually insignificant factors, expenses related to travel, contractors and professional services and equipment and software, cumulatively increased by $4.7 million.
Overhead expenses allocated to other cost types increased by $3.0 million due to an increase in total allocable expenses.
With the exception of
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.
As of December 31, 2023, there were no borrowings outstanding under this credit facility, which will expire in 2028.
Cash received from interest on investments increased due to higher interest rates on our investments in debt securities.
Cash paid to employees increased primarily due to salary increases.
An excerpt. Shown here: 40 of 97 rewritten, all 22 added and all 20 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 FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
5 rewritten, 1 added, 0 removed, 19 unchanged
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $744.9] [added: $393.2] million of fixed income securities, which consisted of U.S. Treasury bills with maturities of less than one year.
As of December 31, [removed: 2023,] [added: 2024,] we held foreign currency forward contracts in notional amounts totaling [removed: $215.7] [added: $44.8] million to mitigate the impact of exchange rate fluctuations associated with certain foreign currencies.
Gains or losses on the foreign currency forward contracts would be largely offset by the remeasurement of our foreign currency denominated assets and [removed: liabilities, resulting in an insignificant net impact to income.]
Net gains and losses from the Company’s foreign currency exposure and related hedges are included in Non-operating [removed: income (loss),] [added: income,] net on the Consolidated Statements of Comprehensive Income.
As of December 31, [removed: 2023,] [added: 2024,] the aggregate fair value of the senior notes issued in 2015, 2017 and 2021 was $1.69 billion, based on available market information from public data sources.
liabilities, resulting in an insignificant net impact to income.
Item 1. BUSINESS
47 rewritten, 10 added, 23 removed, 188 unchanged
We operate the authoritative directory, for all *.com, .net,* and *.name* domain names (generic top-level domains, “gTLDs”), as well as for certain transliterations of .*com* and .*net* in [added: a] number of different native languages and scripts (internationalized generic top-level domains, “IDN gTLDs”).
For [removed: *.com* and] *.name* domain name registrations, we pay ICANN on a quarterly basis $0.25 for each annual domain name registration.
For *.net* domain name registrations, we remit to ICANN a $0.75 fee per annual [removed: .*net*] domain name registration that is collected from registrars.
Our critical data services (including domain name [removed: registration and global resolution)] [added: registration)] use advanced storage systems [removed: that provide data protection through] [added: and] techniques such as synchronous mirroring and remote [removed: replication.][added: replication to our global resolution sites to provide data protection.]
We seek to expand our business through focused marketing campaigns and programs that target growth in *.com*, *.net* and *.cc* domain names, both domestically and [removed: internationally.][added: internationally through our registrars.]
[removed: To] [added: Demand for domain names could be negatively impacted to] the extent end-users establish their online [removed: identity] [added: identities] using social [removed: media,] [added: media (such] as [removed: opposed to domain names,] [added: Facebook, Instagram] or [added: Tiktok) or] transact [added: business] on e-commerce [removed: platforms, we face competition from social media networks such as Facebook, Instagram, TikTok, and WeChat, e-commerce] platforms [removed: such] [added: (such] as Amazon, [removed: Etsy, eBay, and Taobao,] [added: Etsy] and [removed: microblogging tools such as X (formerly Twitter).][added: Taobao) instead of registering domain names.]
Furthermore, [removed: we face competition from] [added: demand for domain names could also be negatively impacted by the activities of] providers of web and mobile applications that allow end-users to locate and access content.
In the past, certain of our competitors have [removed: consolidated.][added: consolidated or vertically integrated.]
The DNS is governed under a multi-stakeholder model [removed: comprising] [added: comprised of] civil society, the private sector, including for-profit and not-for-profit organizations such as ICANN, governments, including the U.S. government, academia, non-governmental organizations, and international organizations.
However, compliance costs and other business impacts could become significant if we begin to receive personal registrant information in our .*com* and .*net* [removed: gTLDs, as regulatory enforcement increases, as courts interpret these regulations, and as new laws and regulations are adopted.][added: gTLDs.]
The current term of the *.com* Registry Agreement is six years and must be renewed or extended by November 30, [removed: 2024.][added: 2030.]
Other significant terms within the .*com* Registry Agreement include performance specifications and service level agreements, including [removed: by] [added: for] example, for the availability of our DNS resolution services, our Shared Registration System, and our [added: Registration Data Directory services, which include our] Whois [added: and Registration Data Access Protocol] services.
[removed: Amendment 3 to the] [added: The] .*com* Registry Agreement permits an increase to the Maximum Price (as defined in the *.com* Registry Agreement) of *.com* domain name registrations by up to 7% over the previous year in each of the final four years of each six-year period.
[removed: Amendment 35 extended the term of the Cooperative Agreement until] [added: On] November 30, 2024, [removed: which will] [added: the Cooperative Agreement was] automatically [removed: renew] [added: renewed] on the same terms for [added: a] successive six-year [removed: terms] [added: term and will automatically renew on November 30, 2030,] unless the DOC provides written notice of non-renewal [added: within] 120 days prior to the end of the then-current term.
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 [removed: 35),] [added: 35, which are described above),] (2) changes to the vertical integration [removed: provisions (other than the clarification approved in Amendment 35),] [added: provisions,] (3) changes to the security, stability and resiliency posture as reflected in the functional or performance specifications (including the service level agreements), (4) changes to the conditions for renewal or termination of the *.com* Registry Agreement, or (5) changes to the Whois service (except as mandated by ICANN through Temporary or Consensus Policies).
[added: 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.
[removed: Finally, Amendment 35 clarified that the] [added: The] restrictions in the *.com* Registry Agreement relating to vertical integration apply solely to the [removed: .*com*] [added: *.com*] gTLD.
The [removed: current term of the] RZMA [removed: ends on October 19, 2024 and] is subject to an automatic [removed: renewal for another] eight-year [removed: term,] [added: renewal,] unless earlier modified or terminated.
As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 908] [added: 932] employees, of which [removed: 907] [added: 929] were full-time.
[removed: 846] [added: 863] employees (representing approximately 93% of our total workforce) were based in the U.S., and [removed: 62] [added: 69] employees (representing approximately 7% of our total workforce) were based outside the U.S. As of December 31, [removed: 2023,] [added: 2024,] approximately 30% of our global workforce was female, and approximately [removed: 44%] [added: 45%] of our U.S. employees were ethnically and racially diverse.
We attribute our strong retention rates to our [added: employees’] passion for and focus on the Company’s mission and values, our continual development of talent, and our delivery of competitive and equitable reward programs.
We regularly review our workforce policies, procedures, and training programs, as well as our overall workforce demographics, in an effort to create a [added: high performing, ethical, respectful, and collaborative] work environment [removed: that is diverse, equitable, inclusive, and free from discrimination.][added: where employees can thrive.]
*Employee Engagement:* In order to deliver on our mission, [added: we believe] it is [removed: essential] [added: important] to have [removed: an] [added: a diverse and] engaged workforce that exhibits our values, which include: being stewards of the internet, being passionate about technology, respecting others, exhibiting integrity, taking responsibility, and holding ourselves to a higher standard.
These principles are integrated into our operating model and are foundational to our ability to attract, retain, and develop top [removed: talent.][added: talent and allow us to drive stronger overall performance and decision making.]
To monitor engagement levels and well-being we routinely conduct employee [removed: surveys.][added: surveys and review key workforce statistics.]
In our most recent survey [added: conducted] in October [removed: 2023,] [added: 2024,] approximately [removed: 93%] [added: 96%] of our employee population participated.
The survey results indicated that our employees remain highly [removed: engaged and connected with] [added: engaged, have a strong commitment to] our mission and [removed: values.][added: values, and are proud to work at Verisign.]
We strive to create an environment where employees feel a sense of belonging and feel empowered to bring their diverse skills, [removed: perspectives] [added: perspectives,] and talents to bear.
We focus on leadership capability development and provide [removed: learning] opportunities that enhance technical and soft skills to equip our workforce for current and future [removed: growth opportunities.][added: growth.]
Our learning opportunities are a blend of on-the-job [removed: experiences,] [added: experiences and] instructor-led and on-demand learning sessions that meet the unique [removed: development needs of our workforce.]
We also offer a holistic wellness experience for our employees through our [removed: internal employee wellness program, called] Mindful [removed: Connections,] [added: Connections program] that supports employees across three pillars: physical, emotional, and financial.
We support a hybrid work posture where our employees operate under team agreements that set the foundation for operating norms and [removed: allows] [added: allow] employees to create work schedules that align with corporate and individual needs.
Our offices [removed: continue to be utilized] [added: remain key] to [removed: enhance] [added: enabling] collaboration, networking, and strategic discussion.
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Cost of revenues | | | [removed: 247] [added: 256] | | | | | | [removed: 242] [added: 247] | | | | | | [removed: 235] [added: 242] | | |
| Research and development | | | [removed: 244] [added: 246] | | | | | | [removed: 255] [added: 244] | | | | | | [removed: 250] [added: 255] | | |
| Selling, general and administrative | | | [removed: 417] [added: 430] | | | | | | [removed: 420] [added: 417] | | | | | | [removed: 419] [added: 420] | | |
| Total | | | [removed: 908] [added: 932] | | | | | | [removed: 917] [added: 908] | | | | | | [removed: 904] [added: 917] | | |
The following table sets forth information regarding our executive officers as of February [removed: 15, 2024:][added: 13, 2025:]
| D. James Bidzos | | | | | | [removed: 68] [added: 69] | | | | | | Executive [removed: Chairman] [added: Chairman, President,] and Chief Executive Officer | | |
For *.com* domain name registrations, we pay ICANN on a quarterly basis $0.2575 for each annual domain name registration and a fixed fee of $6,250.
Other regulations, or changes to regulations, including those related to cybersecurity, may also significantly impact our business operations.
The Cooperative Agreement requires the mutual consent of the DOC and the Company to change its terms.
The RZMA was renewed on October 20, 2024 and the current term of the RZMA ends on October 20, 2032.
In 2024, we reinforced the importance of creating a respectful and inclusive workplace through training sessions.
Additionally, our five employee resource groups serve to educate and further drive connection and a sense of belonging across the workplace.
These sentiments are reflected in our workforce statistics, including our average employee tenure of approximately 10 years.
development needs of our workforce.
Additionally, all employees are required to complete annual ethics and compliance and monthly data security trainings.
We are focused on the competitive labor market, and we work diligently to ensure comprehensive sourcing strategies are in place which enable the attraction of the best talent.
Other regulations, or changes to regulations, may also significantly impact our business operations, including, for example, changes to the 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.
Amendment 3 also clarified that the restrictions in the *.com* Registry Agreement relating to vertical integration apply solely to the *.com* gTLD and also clarified that our ability to increase prices by 7% over the previous year due to new ICANN Consensus Policies or documented extraordinary expense may occur only in years where we do not otherwise take the price increases described above.
Amendment 35 includes the DOC’s consent to the modification of the pricing terms in the .*com* Registry Agreement (as described above).
As was the case with prior amendments,
As to the .*com* gTLD, we are not permitted to acquire, directly or indirectly, control of, or a greater than 15% ownership interest in, any ICANN-accredited registrar that sells .*com* domain names.
This commitment serves to create engagement and drives a collaborative and inclusive environment where our employees can thrive.
Another engagement indicator is that the average tenure of our employees is approximately 10 years.
*Diversity, Equity and Inclusion (DEI):* We are a diverse organization, and we believe that drives stronger performance, better decision making, and an inclusive culture where differences are valued.
In 2023, we reinforced our strong foundation of equity and inclusion through roundtable discussions to support open dialogue, training sessions on the importance of a diverse and inclusive workplace and growing our employee resource group representation.
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 2023 employee survey results where participants
indicated that they understand how to support an inclusive work environment and that Verisign demonstrates a visible commitment to diversity.
We designed our management training 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.
We are focused on the competitive labor market, and we are working diligently to attract the best talent from a diverse range of sources.
We continue to broaden our sourcing strategies, refresh our employment branding, and develop targeted recruitment strategies for specialized skill sets and underrepresented populations.
| Todd B. Strubbe | | | | | | 60 | | | | | | President and Chief Operating Officer | | |
Mr. Bidzos served as a director of VeriSign Japan from March 2008 to August 2010 and served as Representative Director of VeriSign Japan from March 2008 to September 2008.
Todd B.
From September 2009 to April 2015, he served as the President of the Unified Communications Business Segment for West Corporation, a provider of technology-driven communications services.
Prior to this, he was a co-founder and Managing Partner of Arbor Capital, LLC.
He has also served in executive leadership positions at First Data Corporation and CompuBank, N.A. and as an associate and then as an engagement manager with McKinsey & Company, Inc. He also served for five years as an infantry officer with the United States Army.
Mr. Strubbe holds an M.B.A. degree from Harvard Business School and a B.S. degree from the United States Military Academy at West Point.
McPherson has served as Executive Vice President, Engineering, Operations, and Chief Security Officer since April 2022.
An excerpt. Shown here: 40 of 47 rewritten, all 10 added and all 23 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Item 3. LEGAL PROCEEDINGS
0 rewritten, 2 added, 1 removed, 13 unchanged
On April 11, 2024, Verisign and NDC submitted a written request to participate in the IRP.
Additional IRP hearings and briefings are scheduled during 2025.
Verisign and NDC intend to seek to participate in this new IRP at the appropriate time.
Cover and table of contents
27 rewritten, 5 added, 5 removed, 65 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
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: 2023,] [added: 2024,] was [removed: $15.9] [added: $10.3] 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: 9, 2024: 100.9] [added: 7, 2025: 94.6] million shares.
Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.
| [Item [removed: 1.](#ia344645499db451998cb730e9d45f994_13)] [added: 1.](#if5e9a1e7842f4c649d0cd278d1ca466d_13)] | | | [removed: [Business](#ia344645499db451998cb730e9d45f994_13)] [added: [Business](#if5e9a1e7842f4c649d0cd278d1ca466d_13)] | | | [removed: [3](#ia344645499db451998cb730e9d45f994_13)] [added: [3](#if5e9a1e7842f4c649d0cd278d1ca466d_13)] | | |
| [Item [removed: 1A.](#ia344645499db451998cb730e9d45f994_19)] [added: 1A.](#if5e9a1e7842f4c649d0cd278d1ca466d_19)] | | | [Risk [removed: Factors](#ia344645499db451998cb730e9d45f994_19)] [added: Factors](#if5e9a1e7842f4c649d0cd278d1ca466d_19)] | | | [removed: [10](#ia344645499db451998cb730e9d45f994_19)] [added: [10](#if5e9a1e7842f4c649d0cd278d1ca466d_19)] | | |
| [Item [removed: 1B.](#ia344645499db451998cb730e9d45f994_22)] [added: 1B.](#if5e9a1e7842f4c649d0cd278d1ca466d_22)] | | | [Unresolved Staff [removed: Comments](#ia344645499db451998cb730e9d45f994_22)] [added: Comments](#if5e9a1e7842f4c649d0cd278d1ca466d_22)] | | | [removed: [19](#ia344645499db451998cb730e9d45f994_22)] [added: [19](#if5e9a1e7842f4c649d0cd278d1ca466d_22)] | | |
| [Item [removed: 1C](#ia344645499db451998cb730e9d45f994_2748779070897).] [added: 1C](#if5e9a1e7842f4c649d0cd278d1ca466d_25).] | | | [removed: [Cybersecurity](#ia344645499db451998cb730e9d45f994_2748779070897)] [added: [Cybersecurity](#if5e9a1e7842f4c649d0cd278d1ca466d_25)] | | | [removed: [19](#ia344645499db451998cb730e9d45f994_2748779070897)] [added: [19](#if5e9a1e7842f4c649d0cd278d1ca466d_25)] | | |
| [Item [removed: 2.](#ia344645499db451998cb730e9d45f994_25)] [added: 2.](#if5e9a1e7842f4c649d0cd278d1ca466d_28)] | | | [removed: [Properties](#ia344645499db451998cb730e9d45f994_25)] [added: [Properties](#if5e9a1e7842f4c649d0cd278d1ca466d_28)] | | | [removed: [20](#ia344645499db451998cb730e9d45f994_25)] [added: [20](#if5e9a1e7842f4c649d0cd278d1ca466d_28)] | | |
| [Item [removed: 3.](#ia344645499db451998cb730e9d45f994_28)] [added: 3.](#if5e9a1e7842f4c649d0cd278d1ca466d_31)] | | | [Legal [removed: Proceedings](#ia344645499db451998cb730e9d45f994_28)] [added: Proceedings](#if5e9a1e7842f4c649d0cd278d1ca466d_31)] | | | [removed: [20](#ia344645499db451998cb730e9d45f994_28)] [added: [20](#if5e9a1e7842f4c649d0cd278d1ca466d_31)] | | |
| [Item [removed: 4.](#ia344645499db451998cb730e9d45f994_31)] [added: 4.](#if5e9a1e7842f4c649d0cd278d1ca466d_34)] | | | [Mine Safety [removed: Disclosures](#ia344645499db451998cb730e9d45f994_31)] [added: Disclosures](#if5e9a1e7842f4c649d0cd278d1ca466d_34)] | | | [removed: [21](#ia344645499db451998cb730e9d45f994_31)] [added: [21](#if5e9a1e7842f4c649d0cd278d1ca466d_34)] | | |
| [Item [removed: 5.](#ia344645499db451998cb730e9d45f994_37)] [added: 5.](#if5e9a1e7842f4c649d0cd278d1ca466d_40)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia344645499db451998cb730e9d45f994_37)] [added: Securities](#if5e9a1e7842f4c649d0cd278d1ca466d_40)] | | | [removed: [22](#ia344645499db451998cb730e9d45f994_37)] [added: [22](#if5e9a1e7842f4c649d0cd278d1ca466d_40)] | | |
| [Item [removed: 6.](#ia344645499db451998cb730e9d45f994_40)] [added: 6.](#if5e9a1e7842f4c649d0cd278d1ca466d_43)] | | | [removed: [\[Reserved\]](#ia344645499db451998cb730e9d45f994_40)] [added: [\[Reserved\]](#if5e9a1e7842f4c649d0cd278d1ca466d_43)] | | | [removed: [23](#ia344645499db451998cb730e9d45f994_40)] [added: [23](#if5e9a1e7842f4c649d0cd278d1ca466d_43)] | | |
| [Item [removed: 7.](#ia344645499db451998cb730e9d45f994_43)] [added: 7.](#if5e9a1e7842f4c649d0cd278d1ca466d_46)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia344645499db451998cb730e9d45f994_43)] [added: Operations](#if5e9a1e7842f4c649d0cd278d1ca466d_46)] | | | [removed: [24](#ia344645499db451998cb730e9d45f994_43)] [added: [24](#if5e9a1e7842f4c649d0cd278d1ca466d_46)] | | |
| [Item [removed: 7A.](#ia344645499db451998cb730e9d45f994_55)] [added: 7A.](#if5e9a1e7842f4c649d0cd278d1ca466d_58)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia344645499db451998cb730e9d45f994_55)] [added: Risk](#if5e9a1e7842f4c649d0cd278d1ca466d_58)] | | | [removed: [30](#ia344645499db451998cb730e9d45f994_55)] [added: [30](#if5e9a1e7842f4c649d0cd278d1ca466d_58)] | | |
| [Item [removed: 8.](#ia344645499db451998cb730e9d45f994_58)] [added: 8.](#if5e9a1e7842f4c649d0cd278d1ca466d_61)] | | | [Financial Statements and Supplementary [removed: Data](#ia344645499db451998cb730e9d45f994_58)] [added: Data](#if5e9a1e7842f4c649d0cd278d1ca466d_61)] | | | [removed: [32](#ia344645499db451998cb730e9d45f994_58)] [added: [32](#if5e9a1e7842f4c649d0cd278d1ca466d_61)] | | |
| [Item [removed: 9.](#ia344645499db451998cb730e9d45f994_118)] [added: 9.](#if5e9a1e7842f4c649d0cd278d1ca466d_121)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ia344645499db451998cb730e9d45f994_118)] [added: Disclosure](#if5e9a1e7842f4c649d0cd278d1ca466d_121)] | | | [removed: [54](#ia344645499db451998cb730e9d45f994_118)] [added: [56](#if5e9a1e7842f4c649d0cd278d1ca466d_121)] | | |
| [Item [removed: 9A.](#ia344645499db451998cb730e9d45f994_121)] [added: 9A.](#if5e9a1e7842f4c649d0cd278d1ca466d_124)] | | | [Controls and [removed: Procedures](#ia344645499db451998cb730e9d45f994_121)] [added: Procedures](#if5e9a1e7842f4c649d0cd278d1ca466d_124)] | | | [removed: [54](#ia344645499db451998cb730e9d45f994_121)] [added: [56](#if5e9a1e7842f4c649d0cd278d1ca466d_124)] | | |
| [Item [removed: 9B.](#ia344645499db451998cb730e9d45f994_124)] [added: 9B.](#if5e9a1e7842f4c649d0cd278d1ca466d_127)] | | | [Other [removed: Information](#ia344645499db451998cb730e9d45f994_124)] [added: Information](#if5e9a1e7842f4c649d0cd278d1ca466d_127)] | | | [removed: [55](#ia344645499db451998cb730e9d45f994_124)] [added: [57](#if5e9a1e7842f4c649d0cd278d1ca466d_127)] | | |
| [Item [removed: 9C](#ia344645499db451998cb730e9d45f994_127).] [added: 9C](#if5e9a1e7842f4c649d0cd278d1ca466d_130).] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia344645499db451998cb730e9d45f994_127)] [added: Inspections](#if5e9a1e7842f4c649d0cd278d1ca466d_130)] | | | [removed: [55](#ia344645499db451998cb730e9d45f994_127)] [added: [57](#if5e9a1e7842f4c649d0cd278d1ca466d_130)] | | |
| [Item [removed: 10.](#ia344645499db451998cb730e9d45f994_133)] [added: 10.](#if5e9a1e7842f4c649d0cd278d1ca466d_136)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia344645499db451998cb730e9d45f994_133)] [added: Governance](#if5e9a1e7842f4c649d0cd278d1ca466d_136)] | | | [removed: [56](#ia344645499db451998cb730e9d45f994_133)] [added: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_136)] | | |
| [Item [removed: 11.](#ia344645499db451998cb730e9d45f994_136)] [added: 11.](#if5e9a1e7842f4c649d0cd278d1ca466d_139)] | | | [Executive [removed: Compensation](#ia344645499db451998cb730e9d45f994_136)] [added: Compensation](#if5e9a1e7842f4c649d0cd278d1ca466d_139)] | | | [removed: [56](#ia344645499db451998cb730e9d45f994_136)] [added: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_139)] | | |
| [Item [removed: 12.](#ia344645499db451998cb730e9d45f994_139)] [added: 12.](#if5e9a1e7842f4c649d0cd278d1ca466d_142)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#ia344645499db451998cb730e9d45f994_139)] [added: Stockholder](#if5e9a1e7842f4c649d0cd278d1ca466d_142)] Matters | | | [removed: [56](#ia344645499db451998cb730e9d45f994_139)] [added: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_142)] | | |
| [Item [removed: 13.](#ia344645499db451998cb730e9d45f994_142)] [added: 13.](#if5e9a1e7842f4c649d0cd278d1ca466d_145)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia344645499db451998cb730e9d45f994_142)] [added: Independence](#if5e9a1e7842f4c649d0cd278d1ca466d_145)] | | | [removed: [56](#ia344645499db451998cb730e9d45f994_142)] [added: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_145)] | | |
| [Item [removed: 14.](#ia344645499db451998cb730e9d45f994_145)] [added: 14.](#if5e9a1e7842f4c649d0cd278d1ca466d_148)] | | | [Principal Accountant Fees and [removed: Services](#ia344645499db451998cb730e9d45f994_145)] [added: Services](#if5e9a1e7842f4c649d0cd278d1ca466d_148)] | | | [removed: [56](#ia344645499db451998cb730e9d45f994_145)] [added: [58](#if5e9a1e7842f4c649d0cd278d1ca466d_148)] | | |
| [Item [removed: 15.](#ia344645499db451998cb730e9d45f994_151)] [added: 15.](#if5e9a1e7842f4c649d0cd278d1ca466d_154)] | | | [Exhibits, Financial Statement [removed: Schedules](#ia344645499db451998cb730e9d45f994_151)] [added: Schedules](#if5e9a1e7842f4c649d0cd278d1ca466d_154)] | | | [removed: [57](#ia344645499db451998cb730e9d45f994_151)] [added: [59](#if5e9a1e7842f4c649d0cd278d1ca466d_154)] | | |
| [Item [removed: 16.](#ia344645499db451998cb730e9d45f994_154)] [added: 16.](#if5e9a1e7842f4c649d0cd278d1ca466d_157)] | | | [10-K [removed: Summary](#ia344645499db451998cb730e9d45f994_154)] [added: Summary](#if5e9a1e7842f4c649d0cd278d1ca466d_157)] | | | [removed: [59](#ia344645499db451998cb730e9d45f994_154)] [added: [61](#if5e9a1e7842f4c649d0cd278d1ca466d_157)] | | |
| | | | [PART I](#if5e9a1e7842f4c649d0cd278d1ca466d_10) | | | | | |
| | | | [PART II](#if5e9a1e7842f4c649d0cd278d1ca466d_37) | | | | | |
| | | | [PART III](#if5e9a1e7842f4c649d0cd278d1ca466d_133) | | | | | |
| | | | [PART IV](#if5e9a1e7842f4c649d0cd278d1ca466d_151) | | | | | |
| [Signatures](#if5e9a1e7842f4c649d0cd278d1ca466d_160) | | | | | | [62](#if5e9a1e7842f4c649d0cd278d1ca466d_160) | | |
| | | | [PART I](#ia344645499db451998cb730e9d45f994_10) | | | | | |
| | | | [PART II](#ia344645499db451998cb730e9d45f994_34) | | | | | |
| | | | [PART III](#ia344645499db451998cb730e9d45f994_130) | | | | | |
| | | | [PART IV](#ia344645499db451998cb730e9d45f994_148) | | | | | |
| [Signatures](#ia344645499db451998cb730e9d45f994_157) | | | | | | [60](#ia344645499db451998cb730e9d45f994_157) | | |
Item 1C. CYBERSECURITY
12 rewritten, 1 added, 0 removed, 20 unchanged
For more information on the Company’s cybersecurity risks and their possible impact on our business strategy, results of operations, or financial condition see [removed: Risk] [added: “Risk] Factors – Cybersecurity and Technology Risk [removed: Factors] [added: Factors”] in Part I, Item 1A of this Form 10-K.
The cybersecurity program includes, among other items, vulnerability and patch management, [removed: network and data] segmentation, [added: identity and access management,] 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 [removed: (GRC) functions.][added: (“GRC”) functions that report to our Chief Information Security Officer (“CISO”).]
[removed: 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 [removed: (CIS)] [added: (“CIS”)] controls.
These assessments and exercises [removed: include, for example,] [added: include] red team exercises simulating external attacks, [added: threat and vulnerability assessments, ransomware, application, and secure image testing,] crisis management exercises, including incident response, and internal audit reviews.
Our cybersecurity strategy and program are led by our Executive Vice President [added: of Technology] and Chief Security Officer [removed: (CSO),] [added: (“CSO”),] who reports to the CEO.
Our CSO [removed: 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.
Our CSO manages a converged security, engineering and operations organization that helps to ensure that cyber and other security priorities are appropriately integrated throughout [added: technology and operations, as well as more broadly across] the Company.
Our [added: CISO,] Chief Information [removed: Security Officer,] [added: Officer (“CIO”),] Chief [removed: Information] [added: Technology] Officer [added: (“CTO”)] and the head of architecture and engineering report to our CSO.
In addition, a management-level Safety and Security Council (“Council”) chaired by our CEO and comprised of our [removed: CSO] [added: CSO, General Counsel,] and other senior officers, provides cross-functional coordination for the management of the Company’s security functions.
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, [removed: distributed denial of service] [added: DDoS] attacks, data privacy, technology and asset management, controls, and vulnerability management.
Our GRC team assesses the cybersecurity practices of current and prospective service providers for compliance
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 2 unchanged
As of December 31, [removed: 2023,] [added: 2024,] we owned each of our significant properties, which include our [removed: current and future corporate headquarters] 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
5 rewritten, 8 added, 8 removed, 18 unchanged
On February [removed: 9, 2024,] [added: 7, 2025,] there were [removed: 302] [added: 289] holders of record of our common stock.
The following table presents the share repurchase activity during the three months ended December 31, [removed: 2023:][added: 2024:]
(1)Effective July [removed: 27, 2023,] [added: 25, 2024,] our Board of Directors authorized the repurchase of our common stock in the amount of [removed: $1.14] [added: $1.11] billion, in addition to the [removed: $356.1] [added: $388.0] million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $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: 2018,] [added: 2019,] and calculates the return annually through December 31, [removed: 2023.][added: 2024.]
[removed: ][added: ]
| October 1 – 31, 2024 | | | 548 | | | | | | $185.21 | | | | | | 548 | | | | | | $ | 1,181.2 | million |
| November 1 – 30, 2024 | | | 575 | | | | | | $181.46 | | | | | | 575 | | | | | | $ | 1,076.9 | million |
| December 1 – 31, 2024 | | | 277 | | | | | | $195.90 | | | | | | 277 | | | | | | $ | 1,022.7 | million |
| | | | 1,399 | | | | | | | | | | | | 1,399 | | | | | | | | |
| | | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |
| VeriSign, Inc. | | | $ | 100 | | $ | 112 | | $ | 132 | | $ | 107 | | $ | 107 | | $ | 107 | |
| S&P 500 Index | | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 157 | | $ | 197 | |
| S&P 500 Information Technology Index | | | $ | 100 | | $ | 144 | | $ | 194 | | $ | 139 | | $ | 219 | | $ | 300 | |
| 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 | | | | | | | | |
| | | | 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 | |
| S&P 500 Information Technology Index | | | $ | 100 | | $ | 150 | | $ | 216 | | $ | 291 | | $ | 209 | | $ | 330 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
268 rewritten, 111 added, 31 removed, 461 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#ia344645499db451998cb730e9d45f994_61)] [added: Firm](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] | | | [removed: [33](#ia344645499db451998cb730e9d45f994_61)] [added: [33](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] | | |
| [Consolidated Balance [removed: Sheets](#ia344645499db451998cb730e9d45f994_64)] [added: Sheets](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] | | | [removed: [35](#ia344645499db451998cb730e9d45f994_64)] [added: [36](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#ia344645499db451998cb730e9d45f994_70)] [added: Income](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] | | | [removed: [36](#ia344645499db451998cb730e9d45f994_70)] [added: [37](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] | | |
| [Consolidated Statements of Stockholders’ [removed: Deficit](#ia344645499db451998cb730e9d45f994_73)] [added: Deficit](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] | | | [removed: [37](#ia344645499db451998cb730e9d45f994_73)] [added: [38](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] | | |
| [Consolidated Statements of Cash [removed: Flows](#ia344645499db451998cb730e9d45f994_76)] [added: Flows](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] | | | [removed: [38](#ia344645499db451998cb730e9d45f994_76)] [added: [39](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ia344645499db451998cb730e9d45f994_79)] [added: Statements](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] | | | [removed: [39](#ia344645499db451998cb730e9d45f994_79)] [added: [40](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] | | |
We have audited the accompanying consolidated balance sheets of VeriSign, Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.
As discussed in Notes 1 and [removed: 10] [added: 11] to the consolidated financial statements, the Company recognized [removed: $301.0] [added: $281.3] million of deferred tax assets, net as of December 31, [removed: 2023.][added: 2024.]
The Company’s income tax expense was [removed: $158.9] [added: $236.2] million for the year ended December [removed: 31,2023.][added: 31, 2024.]
[removed: We involved domestic and international tax] professionals with specialized skills and knowledge in various tax jurisdictions who assisted in evaluating the Company’s analyses over the application of complex tax regulations in those jurisdictions.
We have audited VeriSign, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 15, 2024] [added: 13, 2025] expressed an unqualified opinion on those consolidated financial statements.
[removed: | | | | December 31, 2023 | | | | | | December] [added: DECEMBER] 31, [added: 2024, 2023 AND] 2022 [removed: | | |]
| Cash and cash equivalents | | | $ | [removed: 240.1] [added: 206.7] | | | | | $ | [removed: 373.6] [added: 240.1] | |
| Marketable securities | | | [removed: 686.3] [added: 393.2] | | | | | | [removed: 606.8] [added: 686.3] | | |
| Other current assets | | | [removed: 61.9] [added: 63.9] | | | | | | [removed: 58.3] [added: 61.9] | | |
| Total current assets | | | [removed: 988.3] [added: 663.8] | | | | | | [removed: 1,038.7] [added: 988.3] | | |
| Property and equipment, net | | | [removed: 233.2] [added: 224.5] | | | | | | [removed: 232.0] [added: 233.2] | | |
| Deferred tax assets | | | [removed: 301.0] [added: 281.3] | | | | | | [removed: 234.6] [added: 301.0] | | |
| Other long-term assets | | | [removed: 29.0] [added: 39.4] | | | | | | [removed: 30.6] [added: 29.0] | | |
| Total long-term assets | | | [removed: 760.7] [added: 742.7] | | | | | | [removed: 694.7] [added: 760.7] | | |
| Total assets | | | $ | [removed: 1,749.0] [added: 1,406.5] | | | | | $ | [removed: 1,733.4] [added: 1,749.0] | |
| Accounts payable and accrued liabilities | | | $ | [removed: 257.4] [added: 257.8] | | | | | $ | [removed: 226.5] [added: 257.4] | |
| Deferred revenues | | | [removed: 931.1] [added: 973.5] | | | | | | [removed: 890.4] [added: 931.1] | | |
| Total current liabilities | | | [removed: 1,188.5] [added: 1,531.1] | | | | | | [removed: 1,116.9] [added: 1,188.5] | | |
| Long-term deferred revenues | | | [removed: 315.0] [added: 330.7] | | | | | | [removed: 328.7] [added: 315.0] | | |
| [removed: Senior] [added: Total senior] notes | | | [removed: 1,790.2] | | | | | | [removed: 1,787.9] | | | [added: | | | 1,792.3 | | | | | | 1,790.2 | | |]
| Long-term tax and other liabilities | | | [removed: 36.3] [added: 10.1] | | | | | | [removed: 62.1] [added: 36.3] | | |
| Total long-term liabilities | | | [removed: 2,141.5] [added: 1,833.3] | | | | | | [removed: 2,178.7] [added: 2,141.5] | | |
| Total liabilities | | | [removed: 3,330.0] [added: 3,364.4] | | | | | | [removed: 3,295.6] [added: 3,330.0] | | |
| Common stock and additional paid-in capital—par value $.001 per share; Authorized shares: 1,000; Issued shares: [removed: 354.9] [added: 355.2] at December 31, [removed: 2023] [added: 2024] and [removed: 354.5] [added: 354.9] at December 31, [removed: 2022;] [added: 2023;] Outstanding shares: [removed: 101.3] [added: 95.0] at December 31, [removed: 2023] [added: 2024] and [removed: 105.3] [added: 101.3] at December 31, [removed: 2022] [added: 2023] | | | [removed: 11,808.0] [added: 10,645.3] | | | | | | [removed: 12,644.5] [added: 11,808.0] | | |
| Accumulated deficit | | | [removed: (13,386.4)] [added: (12,600.7)] | | | | | | [removed: (14,204.0)] [added: (13,386.4)] | | |
| Accumulated other comprehensive loss | | | [removed: (2.6)] [added: (2.5)] | | | | | | [removed: (2.7)] [added: (2.6)] | | |
| Total stockholders’ deficit | | | [removed: (1,581.0)] [added: (1,957.9)] | | | | | | [removed: (1,562.2)] [added: (1,581.0)] | | |
| Total liabilities and stockholders’ deficit | | | $ | [removed: 1,749.0] [added: 1,406.5] | | | | | $ | [removed: 1,733.4] [added: 1,749.0] | |
| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Revenues | | | $ | [removed: 1,493.1] [added: 1,557.4] | | | | | $ | [removed: 1,424.9] [added: 1,493.1] | | | | | $ | [removed: 1,327.6] [added: 1,424.9] | |
| Cost of revenues | | | [removed: 197.3] [added: 191.4] | | | | | | [removed: 200.7] [added: 197.3] | | | | | | [removed: 191.9] [added: 200.7] | | |
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
We involved domestic and international tax
February 13, 2025
February 13, 2025
| | | | December 31, 2024 | | | | | | December 31, 2023 | | |
| Current senior notes | | | 299.8 | | | | | | — | | |
| Long-term senior notes | | | 1,492.5 | | | | | | 1,790.2 | | |
| Other comprehensive income | | | 0.1 | | | | | | 0.1 | | | | | | 0.1 | | |
| Net income | | | $ | 785.7 | | | | | $ | 817.6 | | | | | $ | 673.8 | |
| Payment of excise tax on repurchases of common stock | | | (8.2) | | | | | | — | | | | | | — | | |
undiscounted future cash flows expected to be generated by the asset, or asset group.
DECEMBER 31, 2024, 2023 AND 2022
The Company does not consider various minimum taxes imposed in certain jurisdictions for purposes of evaluating whether a deferred tax asset will be realized.
DECEMBER 31, 2024, 2023 AND 2022
*Adoption of New Accounting Standards*
This guidance has been applied retrospectively.
The adoption of ASU 2023-07 did not have a material impact on the Company’s consolidated financial statements.
Refer to Note 7, “Segment Information,” for segment reporting disclosures.
This guidance will be effective for our 2025 Form 10-K.
In November 2024, the FASB issued ASU No. 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires additional disclosure of certain costs and expenses within the notes to the financial statements.
This guidance will be effective for our 2027 Form 10-K.
DECEMBER 31, 2024, 2023 AND 2022
| | | | 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | $ | 206.7 | | | | | $ | 240.1 | |
| Marketable securities | | | 393.2 | | | | | | 686.3 | | |
| Total | | | $ | 605.3 | | | | | $ | 931.8 | |
The fair value of the Company’s foreign currency forward contracts is based on foreign currency rates quoted by banks or foreign currency dealers and other public data sources.
| | | | 2024 | | | | | | 2023 | | |
DECEMBER 31, 2024, 2023 AND 2022
| | | | 2024 | | | | | | 2023 | | |
| | | | 2024 | | | | | | 2023 | | |
| | | | 2024 | | | | | | 2023 | | |
Long-term prepaid expenses as of December 31, 2024 reflect longer-term contracts for software licenses and maintenance entered into during 2024.
DECEMBER 31, 2024, 2023 AND 2022
registration term.
| | | | 2024 | | | | | | 2023 | | |
Accrued employee compensation primarily consists of liabilities for employee leave, salaries, payroll taxes, employee contributions to the employee stock purchase plan, and incentive compensation.
The liability related to the unrealized loss on foreign currency forward contracts as of December 31, 2023 was remeasured and paid upon settlement of the forward contract in 2024.
| | | | 2024 | | | | | | 2023 | | |
Long-term tax liabilities as of December 31, 2024 reflects a $24.3 million reclassification to current liabilities of the final installment of the transition tax liability on accumulated foreign earnings resulting from the 2017 Tax Cuts and Jobs Act.
February 15, 2024
| Repayment of borrowings | | | — | | | | | | — | | | | | | (750.0) | | |
| Proceeds from borrowings, net of issuance costs | | | — | | | | | | — | | | | | | 741.1 | | |
*Reclassifications*
Certain reclassifications have been made to prior period amounts to conform to current period presentation.
Such reclassifications have no effect on net income as previously reported.
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.
resolution and Whois services, which allow users to find information about registered domain names) through the registration term.
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.
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.
Upon assignment of the contractual rights, the Company will record the total investment as an indefinite-lived intangible asset.
| Principal amount of senior notes | | | | | | | | | | | | | | | 1,800.0 | | | | | | 1,800.0 | | |
The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.
In 2023, the Company included the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased and recorded a corresponding liability for the excise taxes payable in Accounts payable and accrued liabilities on our Consolidated Balance Sheet as of December 31, 2023.
| China | | | 91.6 | | | | | | 106.0 | | | | | | 101.7 | | |
| Other | | | 178.6 | | | | | | 155.3 | | | | | | 142.9 | | |
| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | (2.1) | | |
The increase in interest income in 2023 reflects higher interest rates on the Company’s investments in debt securities.
The redemption of the 2023 senior notes in 2021 resulted in a loss on debt extinguishment of $2.1 million related to the unamortized debt issuance costs on the notes.
During the fourth quarter of 2021, as part of a legal entity reorganization, the Company completed an internal transfer of certain of its non-U.S. intellectual property which had no book value.
This transfer created amortizable tax basis for the receiving entity based on the $1.20 billion fair value of the intellectual property, which resulted in the recognition of a $165.5 million deferred tax asset and a corresponding income tax benefit.
As part of the Tax Cuts and Jobs Act of 2017, domestic and foreign research and development expenses, including costs related to internally developed software, are required to be amortized for income tax purposes, over five and fifteen years, respectively, beginning with our 2022 tax year.
| 2024 | | | $ | 49.3 | | | | | $ | 19.4 | | | | | $ | 72.6 | | | | | $ | 141.3 | |
| 2026 | | | 1.6 | | | | | | — | | | | | | 46.4 | | | | | | 48.0 | | |
| 2027 | | | 0.1 | | | | | | — | | | | | | 596.4 | | | | | | 596.5 | | |
| 2028 | | | 0.2 | | | | | | — | | | | | | 20.3 | | | | | | 20.5 | | |
| Thereafter | | | 0.1 | | | | | | — | | | | | | 800.6 | | | | | | 800.7 | | |
| Total | | | $ | 70.0 | | | | | $ | 43.7 | | | | | $ | 2,095.8 | | | | | $ | 2,209.5 | |
The Transition Tax amounts in the table above are the remaining installments of U.S. income taxes payable on our accumulated foreign earnings pursuant to the 2017 Tax Cuts and Jobs Act.
An excerpt. Shown here: 40 of 268 rewritten, 40 of 111 added and all 31 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2024 filing and the FY2023 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] 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: 2023.][added: 2024.]
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: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
1 rewritten, 8 added, 1 removed, 2 unchanged
[removed: No other] [added: There were no] directors or executive officers [added: that] adopted, terminated or modified plans or other arrangements during the quarter ended December 31, [removed: 2023.][added: 2024.]
Director Retirement
On February 10, 2025, Roger H.
Moore announced his retirement from the Board of Directors effective as of the next Annual Meeting of Stockholders of VeriSign, Inc. at the end of his current term.
Mr. Moore’s retirement did not result from any disagreement with the Company concerning any matter relating to its operations, policies, or practice.
Bylaw Amendment
On February 10, 2025, our Board of Directors amended Article I, Section 2(f) of our Bylaws to change the time period during which the Secretary will not call a stockholder-requested special meeting to consider an identical or substantially similar item presented at an earlier meeting of stockholders.
The amendment shortens the time period when such a meeting will not be called by permitting a request that is delivered starting after 90 days, instead of 180 days, after the prior stockholders’ meeting.
This description of the amendment to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended, a copy of which is filed as Exhibit 3.02 to this Form 10-K.
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.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 1 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: 2024] [added: 2025] Annual Meeting of Stockholders and is incorporated herein by reference (our [removed: “2024] [added: “2025] Proxy Statement”).
The information required by this item regarding our insider trading policies and procedures will be included under the caption “Insider Trading Policy” in our 2025 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: 2024] [added: 2025] 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: 2023,”] [added: 2024,” “Executive Compensation”] and “Executive [removed: Compensation.”][added: Compensation Tables.”]
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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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
41 rewritten, 1 added, 5 removed, 77 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#ia344645499db451998cb730e9d45f994_61)] [added: Firm](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] | | | [removed: [33](#ia344645499db451998cb730e9d45f994_61)] [added: [33](#if5e9a1e7842f4c649d0cd278d1ca466d_64)] | | |
| [Consolidated Balance [removed: Sheets](#ia344645499db451998cb730e9d45f994_64)] [added: Sheets](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] | | | [removed: [35](#ia344645499db451998cb730e9d45f994_64)] [added: [36](#if5e9a1e7842f4c649d0cd278d1ca466d_67)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#ia344645499db451998cb730e9d45f994_70)] [added: Income](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] | | | [removed: [36](#ia344645499db451998cb730e9d45f994_70)] [added: [37](#if5e9a1e7842f4c649d0cd278d1ca466d_73)] | | |
| [Consolidated Statements of Stockholders’ [removed: Deficit](#ia344645499db451998cb730e9d45f994_73)] [added: Deficit](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] | | | [removed: [37](#ia344645499db451998cb730e9d45f994_73)] [added: [38](#if5e9a1e7842f4c649d0cd278d1ca466d_76)] | | |
| [Consolidated Statements of Cash [removed: Flows](#ia344645499db451998cb730e9d45f994_76)] [added: Flows](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] | | | [removed: [38](#ia344645499db451998cb730e9d45f994_76)] [added: [39](#if5e9a1e7842f4c649d0cd278d1ca466d_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#ia344645499db451998cb730e9d45f994_79)] [added: Statements](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] | | | [removed: [39](#ia344645499db451998cb730e9d45f994_79)] [added: [40](#if5e9a1e7842f4c649d0cd278d1ca466d_82)] | | |
| 2.01 | | | | | | [Agreement and Plan of Merger dated as of March 6, 2000, by and among the Registrant, Nickel Acquisition Corporation and Network Solutions, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1014473/000101287000001253/0001012870-00-001253.txt)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101287000001253/0001012870-00-001253.txt)] | | | | | | 8-K | | | | | | 3/8/00 | | | | | | 2.1 | | | | | | | | | | | |
| 3.01 | | | | | | [Restated Certificate of Incorporation of the [removed: Registrant.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000004/vrsn-20161231x10kxex301.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000004/vrsn-20161231x10kxex301.htm)] | | | | | | 10-K | | | | | | 2/17/17 | | | | | | 3.01 | | | | | | | | | | | |
| 3.02 | | | | | | [Bylaws of VeriSign, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex302.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-2024x1231x10kxex302.htm)] | | | | | | 10-K | | | | | | [removed: 2/19/21] | | | | | | [removed: 3.02] | | | | | | | | | [added: X] | | |
| 4.01 | | | | | | [removed: [Indenture,] [added: [Indenture] dated as of [removed: April 16, 2013,] [added: March 27, 2015] between VeriSign, [removed: Inc., each of the subsidiary guarantors party thereto] [added: Inc.] and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000119312513158777/d522120dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000101447315000035/ex41.htm)] | | | | | | 8-K | | | | | | [removed: 4/17/13] [added: 3/30/15] | | | | | | 4.1 | | | | | | | | | | | |
| 4.02 | | | | | | [removed: [Indenture] [added: [Indenture,] dated as of [removed: March 27, 2015] [added: July 5, 2017,] between VeriSign, Inc. and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000101447315000035/ex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000021/form8-k7517xex41.htm)] | | | | | | 8-K | | | | | | [removed: 3/30/15] [added: 7/5/17] | | | | | | 4.1 | | | | | | | | | | | |
| 4.03 | | | | | | [Indenture, dated as of [removed: July 5, 2017,] [added: June 8, 2021,] between VeriSign, Inc. and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000021/form8-k7517xex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-1.htm)] | | | | | | 8-K | | | | | | [removed: 7/5/17] [added: 6/8/21] | | | | | | 4.1 | | | | | | | | | | | |
| 4.04 | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-1.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-2.htm)] | | | | | | 8-K | | | | | | [removed: 6/8/2021] [added: 6/8/21] | | | | | | [removed: 4.1] [added: 4.2] | | | | | | | | | | | |
| [removed: 4.06] [added: 4.05] | | | | | | [Description of Securities of the [removed: Registrant](http://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex404.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/1014473/000101447321000005/vrsn-20201231x10kxex404.htm)] | | | | | | 10-K | | | | | | 2/19/21 | | | | | | 4.04 | | | | | | | | | | | |
| [removed: 10.01] [added: 10.10] | | | | | | [Amended and Restated 2007 Employee Stock Purchase Plan, as adopted August 30, 2007, and amended May 25, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000007/a2017definitiveproxystatem.htm#sA765FD5437645CB4B0540407AE312D7C)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000007/a2017definitiveproxystatem.htm#sA765FD5437645CB4B0540407AE312D7C)] + | | | | | | DEF 14A | | | | | | 4/12/17 | | | | | | Appendix A | | | | | | | | | | | |
| [removed: 10.02] [added: 10.01] | | | | | | [Amendment No. Thirty (30) to Cooperative Agreement - Special Awards Conditions NCR-92-18742, between VeriSign and U.S. Department of Commerce [removed: managers.](http://www.sec.gov/Archives/edgar/data/1014473/000119312507154202/dex1027.htm)] [added: managers.](https://www.sec.gov/Archives/edgar/data/1014473/000119312507154202/dex1027.htm)] | | | | | | 10-K | | | | | | 7/12/07 | | | | | | 10.27 | | | | | | | | | | | |
| [removed: 10.03] [added: 10.11] | | | | | | [Form of Amended and Restated Change-in-Control and Retention Agreement \[CEO Form of [removed: Agreement\].](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000029/vrsn-2017630x10qxex1001.htm)] [added: Agreement\].](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000029/vrsn-2017630x10qxex1001.htm)] + | | | | | | 10-Q | | | | | | 7/27/17 | | | | | | 10.01 | | | | | | | | | | | |
| [removed: 10.04] [added: 10.12] | | | | | | [Amended and Restated Change-in-Control and Retention [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1014473/000101447317000029/vrsn-2017630x10qxex1002.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1014473/000101447317000029/vrsn-2017630x10qxex1002.htm)] + | | | | | | 10-Q | | | | | | 7/27/17 | | | | | | 10.02 | | | | | | | | | | | |
| [removed: 10.05] [added: 10.03] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000011/vrsn-2012630x10qxex1003.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1014473/000101447312000011/vrsn-2012630x10qxex1003.htm)] + | | | | | | 10-Q | | | | | | 7/27/12 | | | | | | 10.03 | | | | | | | | | | | |
| [removed: 10.6] [added: 10.19] | | | | | | [Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on November [removed: 29, 2012.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit101.htm)] [added: 25, 2024.](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000044/vrsnform8-kcomraxexx1001.htm)] | | | | | | 8-K | | | | | | [removed: 11/30/12] [added: 11/25/24] | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.7] [added: 10.04] | | | | | | [Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on November 29, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit102.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/1014473/000101447312000030/exhibit102.htm)] | | | | | | 8-K | | | | | | 11/30/12 | | | | | | 10.2 | | | | | | | | | | | |
| [removed: 10.8] [added: 10.06] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000101/vrsn-2016630x10qxex1001.htm) [for] [added: Agreement for] awards granted in 2022 and [removed: 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)] [added: 2023+](https://www.sec.gov/Archives/edgar/data/1014473/000101447316000101/vrsn-2016630x10qxex1001.htm)] | | | | | | 10-Q | | | | | | 4/28/16 | | | | | | 10.01 | | | | | | | | | | | |
| [removed: 10.9] [added: 10.05] | | | | | | [VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000086/vrsn-20151231x10kxex1070.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1014473/000101447316000086/vrsn-20151231x10kxex1070.htm)] + | | | | | | 10-K | | | | | | 2/19/16 | | | | | | 10.70 | | | | | | | | | | | |
| [removed: 10.10] [added: 10.18] | | | | | | [removed: [Veri](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm)[Sign,] [added: [VeriSign,] Inc. 2006 Equity Incentive [removed: 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] [added: Plan Performance-Based] Restricted Stock Unit Agreement for awards [removed: granted](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex1010.htm) [in] [added: granted in] or after [removed: 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)] [added: 2024+](https://www.sec.gov/ix?doc=/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231.htm)] | | | | | | [added: 10-K] | | | | | | [added: 2/15/24] | | | | | | [added: 10.10] | | | | | | | | | [removed: X] | | |
| [removed: 10.11] [added: 10.16] | | | | | | [removed: [Amendment to the .com] [added: [.Net] Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and [removed: Numbers, entered into on October 20, 2016](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a101-amendmenttocomregistr.htm)] [added: Numbers.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1014473/000101447323000028/vrsn-20230629.htm)] | | | | | | 8-K | | | | | | [removed: 10/20/16] [added: 6/30/23] | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.12] [added: 10.08] | | | | | | [Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a102-amendment32tocooperat.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a102-amendment32tocooperat.htm)] | | | | | | 8-K | | | | | | 10/20/16 | | | | | | 10.2 | | | | | | | | | | | |
| [removed: 10.13] [added: 10.09] | | | | | | [Amendment Number Thirty-Four (34) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, [removed: 2016](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a103-amendment34tocooperat.htm)] [added: 2016](https://www.sec.gov/Archives/edgar/data/1014473/000101447316000113/a103-amendment34tocooperat.htm)] | | | | | | 8-K | | | | | | 10/20/16 | | | | | | 10.3 | | | | | | | | | | | |
| [removed: 10.14] [added: 10.07] | | | | | | [Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan, as amended and [removed: restated](http://www.sec.gov/Archives/edgar/data/1014473/000101447316000102/a2016definitiveproxystatem.htm#s92812585CB5CECADF5E033E2599C6057)] [added: restated](https://www.sec.gov/Archives/edgar/data/1014473/000101447316000102/a2016definitiveproxystatem.htm#s92812585CB5CECADF5E033E2599C6057)] + | | | | | | DEF 14A | | | | | | 4/29/16 | | | | | | Appendix A | | | | | | | | | | | |
| [removed: 10.15] [added: 10.13] | | | | | | [Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc. and the U.S. Department of Commerce, entered into on October 26, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1014473/000101447318000042/exhibit101-amendment35.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/1014473/000101447318000042/exhibit101-amendment35.htm)] | | | | | | 8-K | | | | | | 11/1/18 | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.16] [added: 10.14] | | | | | | [Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1014473/000101447319000005/vrsn-20181231x10kxex1020.htm)] [added: 2018](https://www.sec.gov/Archives/edgar/data/1014473/000101447319000005/vrsn-20181231x10kxex1020.htm)] | | | | | | 10-K | | | | | | 2/15/19 | | | | | | 10.20 | | | | | | | | | | | |
| [removed: 10.18] [added: 10.15] | | | | | | [Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc. and VeriSign, Inc., dated as of December 10, [removed: 2019](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1022.htm)†] [added: 2019](https://www.sec.gov/Archives/edgar/data/1014473/000101447320000006/vrsn-20191231x10kxex1022.htm)†] | | | | | | 10-K | | | | | | 2/14/20 | | | | | | 10.22 | | | | | | | | | | | |
| [removed: 10.21] [added: 10.17] | | | | | | [Credit Agreement, dated as of December 6, 2023 among VeriSign, Inc., the 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/1014473/000101447323000040/vrsn8-kx12823xex101.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/1014473/000101447323000040/vrsn8-kx12823xex101.htm)] | | | | | | 8-K | | | | | | 12/08/23 | | | | | | 10.1 | | | | | | | | | | | |
| [removed: 10.22] [added: 10.02] | | | | | | [Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive [removed: officers.](http://www.sec.gov/Archives/edgar/data/1014473/000119312510096731/dex1001.htm)] [added: officers.](https://www.sec.gov/Archives/edgar/data/1014473/000119312510096731/dex1001.htm)] + | | | | | | 10-Q | | | | | | 4/28/10 | | | | | | 10.01 | | | | | | | | | | | |
| 21.01 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex2101.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex2101.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 23.01 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex2301.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex2301.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 24.01 | | | | | | [Powers of Attorney (Included as part of the signature pages [removed: hereto).](#ia344645499db451998cb730e9d45f994_157)] [added: hereto).](#if5e9a1e7842f4c649d0cd278d1ca466d_160)] | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.01 | | | | | | [Certification of Principal Executive Officer pursuant to Exchange Act Rule [removed: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447324000006/vrsn-20231231x10kxex3101.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3101.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/1014473/000101447324000006/vrsn-20231231x10kxex3102.htm)] [added: 13a-14(a).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3102.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/1014473/000101447324000006/vrsn-20231231x10kxex3201.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3201.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/1014473/000101447324000006/vrsn-20231231x10kxex3202.htm)] [added: 1350).](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex3202.htm)] * | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 19.01 | | | | | | [I](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex1901.htm)[nsider T](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex1901.htm)[rading Policy](https://www.sec.gov/Archives/edgar/data/1014473/000101447325000006/vrsn-20241231x10kxex1901.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 4.05 | | | | | | [First Supplemental Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1014473/000114036121020169/brhc10025490_ex4-2.htm) | | | | | | 8-K | | | | | | 6/8/2021 | | | | | | 4.2 | | | | | | | | | | | |
| 10.17 | | | | | | [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 | | | | | | | | | | | |
| 10.19 | | | | | | [Third Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on March 27, 2020.](http://www.sec.gov/Archives/edgar/data/1014473/000101447320000010/vrsn8-k32720xex101.htm) | | | | | | 8-K | | | | | | 03/27/20 | | | | | | 10.1 | | | | | | | | | | | |
| 10.20 | | | | | | [.Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers.](http://www.sec.gov/ix?doc=/Archives/edgar/data/1014473/000101447323000028/vrsn-20230629.htm) | | | | | | 8-K | | | | | | 06/30/23 | | | | | | 10.1 | | | | | | | | | | | |
An excerpt. Shown here: 40 of 41 rewritten, all 1 added and all 5 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2024 filing and the FY2023 filing.
Item 16. 10-K SUMMARY
4 rewritten, 6 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: 15th] [added: 13th] day of February [removed: 2024.][added: 2025.]
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: 15th] [added: 13th] day of February [removed: 2024.][added: 2025.]
| /S/ D. JAMES BIDZOS | | | | | | Chief Executive Officer, [added: President,] Executive Chairman and Director (Principal Executive Officer) | | |
| /S/ GEORGE E. KILGUSS, III | | | | | | Chief Financial Officer (Principal Financial [removed: and Accounting] Officer) | | |
| /S/ JOHN D. CALYS | | | | | | Senior Vice President, Global Controller and Chief Accounting Officer (Principal Accounting Officer) | | |
| JOHN D. CALYS | | | | | | | | |
| /S/ DEBRA W. MCCANN | | | | | | Director | | |
| DEBRA W. MCCANN | | | | | | | | |
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