Item 2.02. Results of Operations and Financial Condition.
OnFebruary 6, 2020 ,VeriSign, Inc. (the "Company") announced its financial results for the fiscal quarter and year endedDecember 31, 2019 . A copy of this press release is attached hereto as Exhibit 99.1. The Company is required to disclose annually the following non-guarantor subsidiary financial information pursuant to section 4.2(d) of the indentures governing each of the Company's senior notes: As ofDecember 31, 2019 , the Company's non-guarantor subsidiaries collectively had (1) liabilities (excluding intercompany liabilities) of$412.1 million (12.3% of the Company's consolidated total liabilities), of which$340.2 million were deferred revenues, (2) assets (excluding intercompany assets) of$839.0 million (45.3% of the Company's consolidated total assets), of which$793.5 million were cash, cash equivalents and marketable securities held by foreign subsidiaries and (3) assets (excluding cash, cash equivalents and marketable securities, and intercompany assets) of$45.5 million (7.2% of the Company's consolidated total assets, excluding cash, cash equivalents and marketable securities). For the twelve months endedDecember 31, 2019 , the Company's non-guarantor subsidiaries collectively had Adjusted EBITDA of$308.5 million (32.6% of the Company's consolidated Adjusted EBITDA), which includes intercompany transactions with the Company. Such intercompany transactions represent the majority of the Company's non-guarantor subsidiaries' aggregate expenses. Intercompany transactions and allocations of revenues and costs between the parent and the non-guarantor subsidiaries can vary significantly. Therefore, the Company believes that period-to-period comparisons of Adjusted EBITDA of the Company's non-guarantor subsidiaries may not necessarily be meaningful. Adjusted EBITDA is a non-GAAP financial measure and is calculated in accordance with the terms of the indentures governing the Company's senior notes. Adjusted EBITDA refers to net income before interest, taxes, depreciation and amortization, stock-based compensation, unrealized gain/loss on hedging agreements, and gain on the sale of a business. The presentation of this additional information is not meant to be considered in isolation nor as a substitute for results prepared in accordance with GAAP. The press release attached hereto as Exhibit 99.1 includes a reconciliation of non-GAAP Adjusted EBITDA to net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. The information in this Item 2.02 of Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing. Item 8.01. Other Events.
Effective
(d) Exhibits Exhibit Number Description 99.1 Text of press release ofVeriSign, Inc. issued onFebruary 6, 2020 . 104 Inline XBRL for the cover page of this Current Report on Form 8-K
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