VERISIGN INCCA
For the period ended Dec 31, 2023. Filed Feb 15, 2024.
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FY2023 · Filed Feb 15, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
- Financial statements
The financial statements are set forth under Item 8 of this Form 10-K, as indexed below.
| Page | |
|---|---|
| Reports of Independent Registered Public Accounting Firm | 33 |
| Consolidated Balance Sheets | 35 |
| Consolidated Statements of Comprehensive Income | 36 |
| Consolidated Statements of Stockholders’ Deficit | 37 |
| Consolidated Statements of Cash Flows | 38 |
| Notes to Consolidated Financial Statements | 39 |
- Financial statement schedules
Financial statement schedules are omitted because the information called for is not material or is shown either in the consolidated financial statements or the notes thereto.
- Exhibits
(a) Index to Exhibits
Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Form 10-K. These agreements may contain representations and warranties by the parties thereto. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (1) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements if those statements prove to be inaccurate, (2) may have been qualified by disclosures that were made to such other party or parties and that either have been reflected in the Company’s filings or are not required to be disclosed in those filings, (3) may apply materiality standards different from what may be viewed as material to investors and (4) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof or at any other time.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · Filed Herewith | ||||
| 2.01 | Agreement and Plan of Merger dated as of March 6, 2000, by and among the Registrant, Nickel Acquisition Corporation and Network Solutions, Inc. | 8-K | 3/8/00 | 2.1 |
| 3.01 | Restated Certificate of Incorporation of the Registrant. | 10-K | 2/17/17 | 3.01 |
| 3.02 | Bylaws of VeriSign, Inc. | 10-K | 2/19/21 | 3.02 |
| 4.01 | Indenture, dated as of April 16, 2013, between VeriSign, Inc., each of the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. | 8-K | 4/17/13 | 4.1 |
| 4.02 | Indenture dated as of March 27, 2015 between VeriSign, Inc. and U.S. Bank National Association, as trustee. | 8-K | 3/30/15 | 4.1 |
| 4.03 | Indenture, dated as of July 5, 2017, between VeriSign, Inc. and U.S. Bank National Association, as trustee. | 8-K | 7/5/17 | 4.1 |
| 4.04 | Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee. | 8-K | 6/8/2021 | 4.1 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date | Number | Filed Herewith |
| 4.05 | First Supplemental Indenture, dated as of June 8, 2021, between VeriSign, Inc. and U.S. Bank National Association, as trustee. | 8-K | 6/8/2021 | 4.2 | |
| 4.06 | Description of Securities of the Registrant | 10-K | 2/19/21 | 4.04 | |
| 10.01 | Amended and Restated 2007 Employee Stock Purchase Plan, as adopted August 30, 2007, and amended May 25, 2017. + | DEF 14A | 4/12/17 | Appendix A | |
| 10.02 | Amendment No. Thirty (30) to Cooperative Agreement - Special Awards Conditions NCR-92-18742, between VeriSign and U.S. Department of Commerce managers. | 10-K | 7/12/07 | 10.27 | |
| 10.03 | Form of Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement]. + | 10-Q | 7/27/17 | 10.01 | |
| 10.04 | Amended and Restated Change-in-Control and Retention Agreement. + | 10-Q | 7/27/17 | 10.02 | |
| 10.05 | VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit Agreement. + | 10-Q | 7/27/12 | 10.03 | |
| 10.6 | Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on November 29, 2012. | 8-K | 11/30/12 | 10.1 | |
| 10.7 | Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on November 29, 2012. | 8-K | 11/30/12 | 10.2 | |
| 10.8 | VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in 2022 and 2023+ | 10-Q | 4/28/16 | 10.01 | |
| 10.9 | VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement + | 10-K | 2/19/16 | 10.70 | |
| 10.10 | VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in or after 2024+ | X | |||
| 10.11 | Amendment to the .com Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on October 20, 2016 | 8-K | 10/20/16 | 10.1 | |
| 10.12 | Amendment Number Thirty-Three (33) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016 | 8-K | 10/20/16 | 10.2 | |
| 10.13 | Amendment Number Thirty-Four (34) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on October 20, 2016 | 8-K | 10/20/16 | 10.3 | |
| 10.14 | Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan, as amended and restated + | DEF 14A | 4/29/16 | Appendix A | |
| 10.15 | Amendment Thirty-Five (35) to the Cooperative Agreement between VeriSign, Inc. and the U.S. Department of Commerce, entered into on October 26, 2018 | 8-K | 11/1/18 | 10.1 | |
| 10.16 | Asset Purchase Agreement between Verisign, Inc., as the seller and Neustar, Inc., as the buyer, dated as of October 24, 2018 | 10-K | 2/15/19 | 10.20 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Date · Number · Filed Herewith | ||||||
| 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 | 10-K | 2/14/20 | 10.21 | ||
| 10.18 | Amendment to Asset Purchase Agreement and Transition Services Agreement between Neustar, Inc. and VeriSign, Inc., dated as of December 10, 2019† | 10-K | 2/14/20 | 10.22 | ||
| 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. | 8-K | 03/27/20 | 10.1 | ||
| 10.20 | .Net Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers. | 8-K | 06/30/23 | 10.1 | ||
| 10.21 | 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 Agent. | 8-K | 12/08/23 | 10.1 | ||
| 10.22 | Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers. + | 10-Q | 4/28/10 | 10.01 | ||
| 21.01 | Subsidiaries of the Registrant. | X | ||||
| 23.01 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 24.01 | Powers of Attorney (Included as part of the signature pages hereto). | X | ||||
| 31.01 | Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a). | X | ||||
| 31.02 | Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a). | 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. 1350). * | 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. 1350). * | X | ||||
| 97 | Incentive-Based Compensation Recovery Policy | X | ||||
| 101 | Interactive Data File. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||
| * | As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of VeriSign, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings. |
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| + | Indicates a management contract or compensatory plan or arrangement. |
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| † | Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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