Item 2.02. Results of Operations and Financial Condition.




On February 6, 2020, VeriSign, Inc. (the "Company") announced its financial
results for the fiscal quarter and year ended December 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 of December 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 ended December 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 February 6, 2020, the Company's Board of Directors authorized the repurchase of an additional approximately $743.0 million of common stock under the Company's share repurchase program, which, in addition to the approximately $257.0 million of common stock that remained available for repurchase under the program, resulted in a total repurchase authorization of up to $1.0 billion of common stock under the program. The share repurchase program has no expiration date. Purchases made under the share repurchase program can be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions. Item 9.01. Financial Statements and Exhibits.




(d) Exhibits
Exhibit
Number    Description

99.1        Text of press release of VeriSign, Inc. issued on February 6, 2020.

104       Inline XBRL for the cover page of this Current Report on Form 8-K



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