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Share Name | Share Symbol | Market | Type |
---|---|---|---|
VeriSign Inc | NASDAQ:VRSN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.71 | 1.01% | 170.96 | 170.70 | 170.92 | 171.6152 | 168.70 | 169.09 | 894,916 | 23:02:56 |
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-3221585
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12061 Bluemont Way,
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Reston,
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Virginia
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20190
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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VRSN
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Nasdaq Global Select Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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ITEM 1.
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BUSINESS
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•
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Distributed Servers: We operate a large number of high-speed servers globally to support localized capacity and availability demands. In conjunction with our proprietary software, processes and procedures, this platform offers rapid failover, global and local load balancing, and threshold monitoring on critical servers.
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•
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Networking: We deploy and maintain a redundant and diverse global network, maintain high-speed, redundant connections to numerous internet service providers, and maintain peering relationships globally to ensure that our critical services are readily accessible to customers at all times.
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•
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Security: We incorporate architectural concepts such as protected domains, restricted nodes and distributed access control in our system architecture. In addition, we employ firewalls and intrusion detection software, as well as proprietary security mechanisms at many points across our infrastructure. We perform recurring internal vulnerability testing and controls audits, and also contract with third-party security consultants who perform periodic penetration tests and security risk assessments on our systems. We have engineered resiliency and diversity into how we host classes of products throughout our set of interconnected sites to mitigate unknown vendor defects and zero-hour security vulnerabilities. This includes different physical security silos, which themselves are separated into bulkheads, and in which servers are located. Corporate networks are in their own physical silo. Thus, the corporate networks to which
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•
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Data Integrity: We employ both phased and systemic integrity validation operations via a number of proprietary mechanisms on all internal DNS publication operations.
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As of December 31,
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|||||||
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2019
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2018
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2017
|
|||
Employee headcount by function:
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|||
Cost of revenues
|
259
|
|
|
281
|
|
|
288
|
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Sales and marketing
|
71
|
|
|
84
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133
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Research and development
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214
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219
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226
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General and administrative
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328
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|
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316
|
|
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305
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Total
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872
|
|
|
900
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952
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Name
|
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Age
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Position
|
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D. James Bidzos
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64
|
|
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Executive Chairman and Chief Executive Officer
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Todd B. Strubbe
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56
|
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President and Chief Operating Officer
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George E. Kilguss, III
|
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59
|
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Executive Vice President, Chief Financial Officer
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Thomas C. Indelicarto
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56
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Executive Vice President, General Counsel and Secretary
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•
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regional internet infrastructure development, expansion, penetration and adoption;
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•
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market acceptance and adoption of substitute products and services that enable online presence without a domain, including social media, e-commerce platforms, website builders and mobile applications;
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•
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public perception of the security of our technologies and of IP and other networks;
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•
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the introduction and consumer acceptance of new generations of mobile devices, and in particular, the use of mobile applications as the primary engagement mechanism for navigating the internet;
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•
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increasing cyber threats;
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•
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government regulations affecting internet access and availability, domain name registrations or the provision of registry services, data security or data localization, or e-commerce and telecommunications over the internet;
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•
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the maturity and depth of the sales channels within developing and emerging markets and their ability and motivation to establish and support sales for domain names;
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•
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preference by markets for the use of their own country’s ccTLDs as a substitute or alternative to our TLDs; and
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•
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increased acceptance and use of new gTLDs as substitutes for established gTLDs.
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•
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power loss, transmission cable cuts and other telecommunications failures;
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•
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damage or interruption caused by fire, earthquake, and other natural disasters;
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•
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attacks, including hacktivism, by miscreants or other nefarious actors;
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•
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computer viruses, software defects, or hardware defects, both in our systems and those of our service providers and suppliers;
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•
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physical or electronic break-ins, sabotage, intentional acts of vandalism, terrorist attacks, unintentional mistakes or errors, and other events beyond our control;
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•
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risks inherent in or arising from the terms and conditions of our agreements with service providers to operate our networks and data centers;
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•
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interconnection and internet routing system vulnerabilities;
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•
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state suppression of internet operations; and
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•
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any failure to implement effective and timely remedial actions in response to any vulnerability, damage or interruption.
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•
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our customers’ or end-users’ continued growth and development of their businesses, or their ability to maintain their businesses and continue as going concerns, which could affect demand for our products and services;
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•
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current and future demand for our services, including as a result of reduced spending on information technology and communications by our customers;
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•
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price competition for our products and services;
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•
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the price of our common stock;
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•
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our liquidity and our associated ability to execute on any share repurchase plans; and
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•
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our ability to service our debt, to obtain financing or assume new debt obligations.
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•
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competition with foreign companies or other domestic companies entering the foreign markets in which we operate, as well as foreign governments actively promoting their ccTLDs, which we do not operate;
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•
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legal uncertainty regarding liability, enforcing our contracts, and compliance with foreign laws;
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•
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economic tensions between governments and changes in international trade policies and/or the economic and trade sanctions programs administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury;
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•
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tariffs and other trade barriers and restrictions;
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•
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difficulties in staffing and managing foreign operations;
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•
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currency exchange rate fluctuations;
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•
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potential problems associated with adapting our services to technical conditions existing in different countries;
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•
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difficulty of verifying end-user information, including for the purposes of complying with the verification requirements of certain countries and with the economic and trade sanctions programs administered by OFAC;
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•
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more stringent privacy and data localization policies in some foreign countries;
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•
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additional vulnerability from terrorist groups targeting U.S. interests abroad;
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•
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potentially conflicting or adverse tax consequences;
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•
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reliance on third parties in foreign markets in which we only recently started doing business; and
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•
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potential concerns of international customers and prospects regarding doing business with U.S. technology companies due to alleged U.S. government data collection policies.
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•
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adverse changes in the value of the properties, due to interest rate changes, changes in the commercial property markets, easements or other encumbrances, a government exercising its right of eminent domain, or other factors;
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•
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ongoing maintenance expenses and costs of improvements or repairs;
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•
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the possible need for structural improvements in order to comply with environmental, health and safety, zoning, seismic, disability law, or other requirements;
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•
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the possibility of environmental contamination or notices of violation from federal or state environmental agencies; and
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•
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possible disputes with neighboring owners, tenants, service providers or others.
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•
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our stockholders may take action only at a duly called meeting and not by written consent;
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•
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special meetings of our stockholders may be called only by the chairman of the board of directors, the president, our Board, or the secretary (acting as a representative of the stockholders) whenever a stockholder or group of stockholders owning at least 25% in the aggregate of the capital stock issued, outstanding and entitled to vote, and who held that amount in a net long position continuously for at least one year, so request in writing;
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•
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vacancies and newly created directorships on our Board can be filled until the next annual meeting of stockholders by a majority of directors then in office; and
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•
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our Board has the ability to designate the terms of and issue new series of preferred stock without stockholder approval.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
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Total Number
of Shares
Purchased
|
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Average
Price Paid
per Share
|
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Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1)
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Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs (1)(2)
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||||||
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(Shares in thousands)
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||||||||||||
October 1 – 31, 2019
|
429
|
|
|
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$184.83
|
|
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429
|
|
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$
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442.8
|
million
|
November 1 – 30, 2019
|
302
|
|
|
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$188.04
|
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302
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$
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386.1
|
million
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December 1 – 31, 2019
|
308
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$190.04
|
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308
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$
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327.5
|
million
|
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1,039
|
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1,039
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(1)
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Effective February 7, 2019, our Board authorized the repurchase of our common stock in the amount of approximately $602.9 million, in addition to the $397.1 million remaining available for repurchase under the previous share repurchase program, for a total repurchase authorization of up to $1.0 billion under the share repurchase program.
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(2)
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Effective February 6, 2020, our Board authorized the repurchase of our common stock in the amount of $743.0 million, in addition to the $257.0 million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program. The share repurchase program has no expiration date. Purchases made under the program could be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions.
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12/31/14
|
|
12/31/15
|
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12/31/16
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|
12/31/17
|
|
12/31/18
|
|
12/31/19
|
|
||||||
VeriSign, Inc.
|
$
|
100
|
|
$
|
153
|
|
$
|
133
|
|
$
|
201
|
|
$
|
260
|
|
$
|
338
|
|
S&P 500 Index
|
$
|
100
|
|
$
|
101
|
|
$
|
113
|
|
$
|
138
|
|
$
|
132
|
|
$
|
174
|
|
S&P 500 Information Technology Index
|
$
|
100
|
|
$
|
106
|
|
$
|
121
|
|
$
|
167
|
|
$
|
167
|
|
$
|
251
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
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|
Year Ended December 31,
|
||||||||||||||||||
|
2019
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|
2018
|
|
2017
|
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2016
|
|
2015
|
||||||||||
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|
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|
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|
||||||||||
Revenues
|
$
|
1,232
|
|
|
$
|
1,215
|
|
|
$
|
1,165
|
|
|
$
|
1,142
|
|
|
$
|
1,059
|
|
Operating income
|
$
|
806
|
|
|
$
|
767
|
|
|
$
|
708
|
|
|
$
|
687
|
|
|
$
|
606
|
|
Net income (1)
|
$
|
612
|
|
|
$
|
582
|
|
|
$
|
457
|
|
|
$
|
441
|
|
|
$
|
375
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
5.17
|
|
|
$
|
5.13
|
|
|
$
|
4.56
|
|
|
$
|
4.12
|
|
|
$
|
3.29
|
|
Diluted
|
$
|
5.15
|
|
|
$
|
4.75
|
|
|
$
|
3.68
|
|
|
$
|
3.42
|
|
|
$
|
2.82
|
|
(1)
|
Net income for 2018 includes a $52.0 million after-tax gain recognized in 2018 related to the sale of customer contracts of our security services business.
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities (1) (2)
|
$
|
1,218
|
|
|
$
|
1,270
|
|
|
$
|
2,415
|
|
|
$
|
1,798
|
|
|
$
|
1,915
|
|
Total assets (1) (2)
|
$
|
1,854
|
|
|
$
|
1,915
|
|
|
$
|
2,941
|
|
|
$
|
2,335
|
|
|
$
|
2,358
|
|
Deferred revenues
|
$
|
1,034
|
|
|
$
|
1,018
|
|
|
$
|
999
|
|
|
$
|
976
|
|
|
$
|
961
|
|
Subordinated convertible debentures, including contingent interest derivative (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
628
|
|
|
$
|
630
|
|
|
$
|
634
|
|
Long-term debt (1)
|
$
|
1,788
|
|
|
$
|
1,785
|
|
|
$
|
1,783
|
|
|
$
|
1,237
|
|
|
$
|
1,235
|
|
(1)
|
The increases in Cash, cash equivalents and marketable securities, Total assets and Long-term debt from 2016 to 2017 was due to the issuance of $550.0 million aggregate principal amount of 4.75% senior unsecured notes due 2027.
|
(2)
|
The decreases in Cash, cash equivalents and marketable securities, Total assets and Subordinated convertible debentures, including contingent interest derivative from 2017 to 2018 was due to the settlement of our subordinated convertible debentures in 2018.
|
•
|
We recorded revenues of $1,231.7 million in 2019, which represents an increase of 1% compared to 2018.
|
•
|
We recorded operating income of $806.1 million during 2019, which represents an increase of 5% as compared to 2018.
|
•
|
We finished 2019 with 158.8 million .com and .net registrations in the domain name base, which represents a 4% increase from December 31, 2018.
|
•
|
During 2019, we processed 40.3 million new domain name registrations for .com and .net compared to 38.2 million in 2018.
|
•
|
The final .com and .net renewal rate for the third quarter of 2019 was 73.7% compared with 74.8% for the same quarter in 2018. Renewal rates are not fully measurable until 45 days after the end of the quarter.
|
•
|
We repurchased 3.9 million shares of our common stock for an aggregate cost of $738.5 million in 2019. As of December 31, 2019, there was $327.5 million remaining for future share repurchases under the share repurchase program.
|
•
|
Effective February 6, 2020, our Board authorized the repurchase of our common stock in the amount of $743.0 million, in addition to the $257.0 million that remained available for repurchases under the share repurchase program, for a total repurchase authorization of up to $1.0 billion under the program.
|
•
|
We generated cash flows from operating activities of $753.9 million in 2019, which represents an increase of 8% as compared to 2018.
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Revenues
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs and expenses:
|
|
|
|
|
|
|||
Cost of revenues
|
14.6
|
|
|
15.8
|
|
|
16.6
|
|
Sales and marketing
|
3.8
|
|
|
5.3
|
|
|
7.0
|
|
Research and development
|
4.9
|
|
|
4.8
|
|
|
4.5
|
|
General and administrative
|
11.2
|
|
|
10.9
|
|
|
11.2
|
|
Total costs and expenses
|
34.5
|
|
|
36.8
|
|
|
39.3
|
|
Operating income
|
65.5
|
|
|
63.2
|
|
|
60.7
|
|
Interest expense
|
(7.4
|
)
|
|
(9.5
|
)
|
|
(11.7
|
)
|
Non-operating income, net
|
3.5
|
|
|
6.3
|
|
|
2.4
|
|
Income before income taxes
|
61.6
|
|
|
60.0
|
|
|
51.4
|
|
Income tax expense
|
(11.9
|
)
|
|
(12.1
|
)
|
|
(12.2
|
)
|
Net income
|
49.7
|
%
|
|
47.9
|
%
|
|
39.2
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||
|
|
2019
|
|
%
Change
|
|
2018
|
|
%
Change
|
|
2017
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||
Revenues
|
|
$
|
1,231,661
|
|
|
1
|
%
|
|
$
|
1,214,969
|
|
|
4
|
%
|
|
$
|
1,165,095
|
|
|
As of December 31,
|
|||||||||||
|
|
2019
|
|
%
Change |
|
2018
|
|
%
Change |
|
2017
|
||
.com and .net domain name registrations in the domain name base
|
|
158.8 million
|
|
4
|
%
|
|
153.0 million
|
|
4
|
%
|
|
146.4 million
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
%
Change |
|
2018
|
|
%
Change |
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
U.S
|
$
|
772,586
|
|
|
2
|
%
|
|
$
|
756,907
|
|
|
7
|
%
|
|
$
|
707,906
|
|
EMEA
|
206,975
|
|
|
(3
|
)%
|
|
212,699
|
|
|
1
|
%
|
|
211,349
|
|
|||
China
|
119,291
|
|
|
12
|
%
|
|
106,841
|
|
|
—
|
%
|
|
106,526
|
|
|||
Other
|
132,809
|
|
|
(4
|
)%
|
|
138,522
|
|
|
(1
|
)%
|
|
139,314
|
|
|||
Total revenues
|
$
|
1,231,661
|
|
|
1
|
%
|
|
$
|
1,214,969
|
|
|
4
|
%
|
|
$
|
1,165,095
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
%
Change |
|
2018
|
|
%
Change |
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Cost of revenues
|
$
|
180,467
|
|
|
(6
|
)%
|
|
$
|
192,134
|
|
|
(1
|
)%
|
|
$
|
193,326
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
%
Change |
|
2018
|
|
%
Change |
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Sales and marketing
|
$
|
46,637
|
|
|
(28
|
)%
|
|
$
|
64,891
|
|
|
(21
|
)%
|
|
$
|
81,951
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
%
Change |
|
2018
|
|
%
Change |
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Research and development
|
$
|
60,805
|
|
|
5
|
%
|
|
$
|
57,884
|
|
|
11
|
%
|
|
$
|
52,342
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
%
Change |
|
2018
|
|
%
Change |
|
2017
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
General and administrative
|
$
|
137,625
|
|
|
4
|
%
|
|
$
|
132,668
|
|
|
2
|
%
|
|
$
|
129,754
|
|
|
Year Ended December 31,
|
|||||||||
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollars in thousands)
|
|||||||||
Income tax expense
|
146,477
|
|
|
$
|
147,027
|
|
|
$
|
141,764
|
|
Effective tax rate
|
19
|
%
|
|
20
|
%
|
|
24
|
%
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
508,196
|
|
|
$
|
357,415
|
|
Marketable securities
|
709,863
|
|
|
912,254
|
|
||
Total
|
$
|
1,218,059
|
|
|
$
|
1,269,669
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
753,892
|
|
|
$
|
697,767
|
|
|
$
|
702,761
|
|
Net cash provided by (used in) investing activities
|
167,195
|
|
|
1,070,130
|
|
|
(405,424
|
)
|
|||
Net cash used in financing activities
|
(770,303
|
)
|
|
(1,875,325
|
)
|
|
(65,073
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
64
|
|
|
(958
|
)
|
|
1,294
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
150,848
|
|
|
$
|
(108,386
|
)
|
|
$
|
233,558
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Financial Statement Description
|
Page
|
•
|
Evaluating the Company’s tax positions and its interpretation of tax laws,
|
•
|
Identifying any changes or developments in tax law, court cases, tax regulations or any pertinent tax rulings that would impact the positions taken by the Company,
|
•
|
Performing a web based search of key terms relating to the Company’s uncertain tax positions to identify public company filings that disclose similar positions with alternative treatments,
|
•
|
Examining the Company’s filed tax returns and the detailed tax provision to assess the sustainability of the Company’s uncertain tax positions, and
|
•
|
Reading the Company’s board minutes and inquiring of various members of the tax, legal and finance teams regarding their knowledge of conditions that would give rise to a change in the uncertain tax positions.
|
•
|
Reading correspondence from the Internal Revenue Service (IRS) in relation to the Company’s income tax returns to assess any changes or developments relevant to the sustainability of the Company’s positions.
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
508,196
|
|
|
$
|
357,415
|
|
Marketable securities
|
709,863
|
|
|
912,254
|
|
||
Other current assets
|
60,530
|
|
|
47,365
|
|
||
Total current assets
|
1,278,589
|
|
|
1,317,034
|
|
||
Property and equipment, net
|
250,283
|
|
|
253,905
|
|
||
Goodwill
|
52,527
|
|
|
52,527
|
|
||
Deferred tax assets
|
87,798
|
|
|
104,992
|
|
||
Deposits to acquire intangible assets
|
145,000
|
|
|
145,000
|
|
||
Other long-term assets
|
39,812
|
|
|
41,046
|
|
||
Total long-term assets
|
575,420
|
|
|
597,470
|
|
||
Total assets
|
$
|
1,854,009
|
|
|
$
|
1,914,504
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
209,988
|
|
|
$
|
215,208
|
|
Deferred revenues
|
755,178
|
|
|
732,382
|
|
||
Total current liabilities
|
965,166
|
|
|
947,590
|
|
||
Long-term deferred revenues
|
278,702
|
|
|
285,720
|
|
||
Senior notes
|
1,787,565
|
|
|
1,785,047
|
|
||
Long-term tax and other liabilities
|
312,676
|
|
|
281,621
|
|
||
Total long-term liabilities
|
2,378,943
|
|
|
2,352,388
|
|
||
Total liabilities
|
3,344,109
|
|
|
3,299,978
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ deficit:
|
|
|
|
||||
Preferred stock—par value $.001 per share; Authorized shares: 5,000; Issued and outstanding shares: none
|
—
|
|
|
—
|
|
||
Common stock—par value $.001 per share; Authorized shares: 1,000,000; Issued shares: 353,157 at December 31, 2019 and 352,325 at December 31, 2018; Outstanding shares: 116,715 at December 31, 2019 and 120,037 at December 31, 2018
|
353
|
|
|
352
|
|
||
Additional paid-in capital
|
14,989,658
|
|
|
15,706,774
|
|
||
Accumulated deficit
|
(16,477,490
|
)
|
|
(17,089,789
|
)
|
||
Accumulated other comprehensive loss
|
(2,621
|
)
|
|
(2,811
|
)
|
||
Total stockholders’ deficit
|
(1,490,100
|
)
|
|
(1,385,474
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
1,854,009
|
|
|
$
|
1,914,504
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
1,231,661
|
|
|
$
|
1,214,969
|
|
|
$
|
1,165,095
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues
|
180,467
|
|
|
192,134
|
|
|
193,326
|
|
|||
Sales and marketing
|
46,637
|
|
|
64,891
|
|
|
81,951
|
|
|||
Research and development
|
60,805
|
|
|
57,884
|
|
|
52,342
|
|
|||
General and administrative
|
137,625
|
|
|
132,668
|
|
|
129,754
|
|
|||
Total costs and expenses
|
425,534
|
|
|
447,577
|
|
|
457,373
|
|
|||
Operating income
|
806,127
|
|
|
767,392
|
|
|
707,722
|
|
|||
Interest expense
|
(90,611
|
)
|
|
(114,845
|
)
|
|
(136,336
|
)
|
|||
Non-operating income, net
|
43,260
|
|
|
76,969
|
|
|
27,626
|
|
|||
Income before income taxes
|
758,776
|
|
|
729,516
|
|
|
599,012
|
|
|||
Income tax expense
|
(146,477
|
)
|
|
(147,027
|
)
|
|
(141,764
|
)
|
|||
Net income
|
612,299
|
|
|
582,489
|
|
|
457,248
|
|
|||
Other comprehensive income
|
190
|
|
|
130
|
|
|
512
|
|
|||
Comprehensive income
|
$
|
612,489
|
|
|
$
|
582,619
|
|
|
$
|
457,760
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.17
|
|
|
$
|
5.13
|
|
|
$
|
4.56
|
|
Diluted
|
$
|
5.15
|
|
|
$
|
4.75
|
|
|
$
|
3.68
|
|
Shares used to compute earnings per share
|
|
|
|
|
|
||||||
Basic
|
118,513
|
|
|
113,452
|
|
|
100,325
|
|
|||
Diluted
|
118,968
|
|
|
122,661
|
|
|
124,180
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Total stockholders’ deficit, beginning of period
|
$
|
(1,385,474
|
)
|
|
$
|
(1,260,271
|
)
|
|
$
|
(1,200,595
|
)
|
|
|
|
|
|
|
||||||
Common stock
|
|
|
|
|
|
||||||
Beginning balance
|
352
|
|
|
325
|
|
|
324
|
|
|||
Issuance of common stock under stock plans
|
1
|
|
|
1
|
|
|
1
|
|
|||
Conversion of subordinated convertible debentures
|
—
|
|
|
26
|
|
|
—
|
|
|||
Balance, end of period:
|
353
|
|
|
352
|
|
|
325
|
|
|||
|
|
|
|
|
|
||||||
Additional paid-in capital
|
|
|
|
|
|
||||||
Beginning balance
|
15,706,774
|
|
|
16,437,135
|
|
|
16,987,488
|
|
|||
Repurchase of common stock
|
(782,583
|
)
|
|
(638,152
|
)
|
|
(621,173
|
)
|
|||
Stock-based compensation expense
|
52,316
|
|
|
54,574
|
|
|
55,362
|
|
|||
Issuance of common stock under stock plans
|
13,151
|
|
|
12,835
|
|
|
12,914
|
|
|||
Conversion of subordinated convertible debentures
|
—
|
|
|
(159,618
|
)
|
|
—
|
|
|||
Cumulative effects of changes in accounting principle
|
—
|
|
|
—
|
|
|
2,544
|
|
|||
Balance, end of period
|
14,989,658
|
|
|
15,706,774
|
|
|
16,437,135
|
|
|||
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
|
|
|
|
||||||
Beginning balance
|
(17,089,789
|
)
|
|
(17,694,790
|
)
|
|
(18,184,954
|
)
|
|||
Net income
|
612,299
|
|
|
582,489
|
|
|
457,248
|
|
|||
Cumulative effects of changes in accounting principles
|
—
|
|
|
22,512
|
|
|
32,916
|
|
|||
Balance, end of period
|
(16,477,490
|
)
|
|
(17,089,789
|
)
|
|
(17,694,790
|
)
|
|||
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss
|
|
|
|
|
|
||||||
Beginning balance
|
(2,811
|
)
|
|
(2,941
|
)
|
|
(3,453
|
)
|
|||
Other comprehensive income
|
190
|
|
|
130
|
|
|
512
|
|
|||
Balance, end of period
|
(2,621
|
)
|
|
(2,811
|
)
|
|
(2,941
|
)
|
|||
|
|
|
|
|
|
||||||
Total stockholders’ deficit, end of period
|
$
|
(1,490,100
|
)
|
|
$
|
(1,385,474
|
)
|
|
$
|
(1,260,271
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
612,299
|
|
|
$
|
582,489
|
|
|
$
|
457,248
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment
|
46,330
|
|
|
48,367
|
|
|
49,878
|
|
|||
Stock-based compensation
|
50,626
|
|
|
52,504
|
|
|
52,907
|
|
|||
Amortization of discount on investments in debt securities
|
(14,777
|
)
|
|
(18,259
|
)
|
|
(14,860
|
)
|
|||
Gain on sale of business
|
(817
|
)
|
|
(54,840
|
)
|
|
(10,421
|
)
|
|||
Other, net
|
3,668
|
|
|
14,646
|
|
|
272
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Other assets
|
(3,279
|
)
|
|
1,041
|
|
|
13,775
|
|
|||
Accounts payable and accrued liabilities
|
(24
|
)
|
|
(2,130
|
)
|
|
15,483
|
|
|||
Deferred revenues
|
16,191
|
|
|
19,825
|
|
|
25,348
|
|
|||
Net deferred income taxes and other long-term tax liabilities
|
43,675
|
|
|
54,124
|
|
|
113,131
|
|
|||
Net cash provided by operating activities
|
753,892
|
|
|
697,767
|
|
|
702,761
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from maturities and sales of marketable securities
|
2,247,904
|
|
|
4,031,809
|
|
|
4,562,161
|
|
|||
Purchases of marketable securities
|
(2,030,521
|
)
|
|
(2,976,752
|
)
|
|
(4,929,834
|
)
|
|||
Purchases of property and equipment
|
(40,316
|
)
|
|
(37,007
|
)
|
|
(49,499
|
)
|
|||
(Payments) Proceeds from sale of business
|
(9,872
|
)
|
|
52,240
|
|
|
11,748
|
|
|||
Other investing activities
|
—
|
|
|
(160
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
167,195
|
|
|
1,070,130
|
|
|
(405,424
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Repurchases of common stock
|
(782,583
|
)
|
|
(638,152
|
)
|
|
(621,173
|
)
|
|||
Proceeds from employee stock purchase plan
|
13,152
|
|
|
12,836
|
|
|
12,915
|
|
|||
Repayment of principal on subordinated convertible debentures
|
—
|
|
|
(1,250,009
|
)
|
|
—
|
|
|||
Proceeds from senior notes, net of issuance costs
|
—
|
|
|
—
|
|
|
543,185
|
|
|||
Other financing activities
|
(872
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(770,303
|
)
|
|
(1,875,325
|
)
|
|
(65,073
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
64
|
|
|
(958
|
)
|
|
1,294
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
150,848
|
|
|
(108,386
|
)
|
|
233,558
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
366,753
|
|
|
475,139
|
|
|
241,581
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
517,601
|
|
|
$
|
366,753
|
|
|
$
|
475,139
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
87,683
|
|
|
$
|
117,956
|
|
|
$
|
117,234
|
|
Cash paid for income taxes, net of refunds received
|
$
|
89,974
|
|
|
$
|
84,906
|
|
|
$
|
28,294
|
|
•
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
•
|
Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash
|
$
|
33,238
|
|
|
$
|
37,190
|
|
Time deposits
|
3,924
|
|
|
3,810
|
|
||
Money market funds (Level 1)
|
149,624
|
|
|
120,832
|
|
||
Debt securities issued by the U.S. Treasury (Level 1)
|
1,040,678
|
|
|
1,117,175
|
|
||
Total
|
$
|
1,227,464
|
|
|
$
|
1,279,007
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
508,196
|
|
|
$
|
357,415
|
|
Restricted cash (included in Other long-term assets)
|
9,405
|
|
|
9,338
|
|
||
Total Cash, cash equivalents, and restricted cash
|
517,601
|
|
|
366,753
|
|
||
Marketable securities
|
709,863
|
|
|
912,254
|
|
||
Total
|
$
|
1,227,464
|
|
|
$
|
1,279,007
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Prepaid registry fees
|
$
|
21,717
|
|
|
$
|
20,696
|
|
Prepaid expenses
|
19,818
|
|
|
14,109
|
|
||
Contingent consideration receivable
|
14,721
|
|
|
—
|
|
||
Accounts receivable, net
|
1,524
|
|
|
6,029
|
|
||
Income taxes receivable
|
1,111
|
|
|
4,451
|
|
||
Other
|
1,639
|
|
|
2,080
|
|
||
Total other current assets
|
$
|
60,530
|
|
|
$
|
47,365
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Computer equipment and software
|
$
|
470,237
|
|
|
$
|
461,829
|
|
Buildings and building improvements
|
248,885
|
|
|
247,870
|
|
||
Land
|
31,141
|
|
|
31,141
|
|
||
Capital work in progress
|
6,779
|
|
|
2,013
|
|
||
Office equipment and furniture
|
8,437
|
|
|
6,912
|
|
||
Leasehold improvements
|
1,458
|
|
|
1,403
|
|
||
Total cost
|
766,937
|
|
|
751,168
|
|
||
Less: accumulated depreciation
|
(516,654
|
)
|
|
(497,263
|
)
|
||
Total property and equipment, net
|
$
|
250,283
|
|
|
$
|
253,905
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Goodwill, gross
|
$
|
1,537,843
|
|
|
$
|
1,537,843
|
|
Accumulated goodwill impairment
|
(1,485,316
|
)
|
|
(1,485,316
|
)
|
||
Total goodwill
|
$
|
52,527
|
|
|
$
|
52,527
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Restricted cash
|
$
|
9,405
|
|
|
$
|
9,338
|
|
Long-term prepaid registry fees
|
7,753
|
|
|
7,779
|
|
||
Other tax receivable
|
6,927
|
|
|
5,673
|
|
||
Operating lease right-of-use asset
|
9,133
|
|
|
—
|
|
||
Contingent consideration receivable
|
—
|
|
|
14,721
|
|
||
Other
|
6,594
|
|
|
3,535
|
|
||
Total other long-term assets
|
$
|
39,812
|
|
|
$
|
41,046
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Accounts payable and accrued expenses
|
$
|
15,907
|
|
|
$
|
17,263
|
|
Customer deposits, net
|
52,804
|
|
|
57,025
|
|
||
Accrued employee compensation
|
49,869
|
|
|
54,746
|
|
||
Taxes payable and other tax liabilities
|
30,308
|
|
|
18,961
|
|
||
Interest Payable
|
24,318
|
|
|
24,318
|
|
||
Customer incentives payable
|
13,547
|
|
|
13,771
|
|
||
Accrued registry fees
|
11,529
|
|
|
11,029
|
|
||
Payables to buyer
|
331
|
|
|
9,875
|
|
||
Other accrued liabilities
|
11,375
|
|
|
8,220
|
|
||
Total accounts payable and accrued liabilities
|
$
|
209,988
|
|
|
$
|
215,208
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Long-term tax liabilities
|
$
|
308,112
|
|
|
$
|
281,621
|
|
Long-term operating lease liabilities
|
4,564
|
|
|
—
|
|
||
Long-term tax and other liabilities
|
$
|
312,676
|
|
|
$
|
281,621
|
|
|
|
Issuance Date
|
Maturity Date
|
Interest Rate
|
Principal
|
|||||||
|
|
|
|
|
As of December 31,
|
|||||||
|
|
|
|
|
2019
|
|
2018
|
|||||
|
|
|
|
|
(in thousands except interest rates)
|
|||||||
Senior notes due 2023
|
|
April 16, 2013
|
May 1, 2023
|
4.625
|
%
|
$
|
750,000
|
|
|
$
|
750,000
|
|
Senior notes due 2025
|
|
March 27, 2015
|
April 1, 2025
|
5.250
|
%
|
500,000
|
|
|
500,000
|
|
||
Senior notes due 2027
|
|
July 5, 2017
|
July 15, 2027
|
4.750
|
%
|
550,000
|
|
|
550,000
|
|
||
Unamortized issuance costs
|
|
|
|
|
(12,435
|
)
|
|
(14,953
|
)
|
|||
Total senior notes
|
|
|
|
|
$
|
1,787,565
|
|
|
$
|
1,785,047
|
|
|
Year Ended December 31,
|
||||||||||
2019
|
|
2018
|
|
2017
|
|||||||
|
(In thousands)
|
||||||||||
Contractual interest on Senior Notes
|
$
|
87,063
|
|
|
$
|
87,063
|
|
|
$
|
73,638
|
|
Contractual interest on subordinated convertible debentures
|
—
|
|
|
20,015
|
|
|
47,432
|
|
|||
Amortization of debt discount on the subordinated convertible debentures
|
—
|
|
|
4,236
|
|
|
12,012
|
|
|||
Amortization of debt issuance costs and other interest expense
|
3,548
|
|
|
3,531
|
|
|
3,254
|
|
|||
Total interest expense
|
$
|
90,611
|
|
|
$
|
114,845
|
|
|
$
|
136,336
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Shares
|
|
Average Price
|
|
Shares
|
|
Average Price
|
|
Shares
|
|
Average Price
|
|||||||||||||
|
(In thousands, except average price amounts)
|
||||||||||||||||||||||
Total repurchases under the repurchase plans
|
3,911
|
|
|
$
|
188.84
|
|
|
4,352
|
|
|
$
|
137.86
|
|
|
6,265
|
|
|
$
|
94.59
|
|
|||
Total repurchases for tax withholdings
|
243
|
|
|
$
|
181.07
|
|
|
309
|
|
|
$
|
123.62
|
|
|
335
|
|
|
$
|
85.27
|
|
|||
Total repurchases
|
4,154
|
|
|
$
|
188.39
|
|
|
4,661
|
|
|
$
|
136.91
|
|
|
6,600
|
|
|
$
|
94.12
|
|
|||
Total costs
|
$
|
782,583
|
|
|
|
|
$
|
638,152
|
|
|
|
|
$
|
621,173
|
|
|
|
|
Foreign Currency Translation Adjustments Loss
|
|
Unrealized Gain (Loss) On Investments
|
|
Total Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance, December 31, 2017
|
$
|
(2,836
|
)
|
|
$
|
(105
|
)
|
|
$
|
(2,941
|
)
|
Changes
|
—
|
|
|
130
|
|
|
130
|
|
|||
Balance, December 31, 2018
|
(2,836
|
)
|
|
25
|
|
|
(2,811
|
)
|
|||
Changes
|
—
|
|
|
190
|
|
|
190
|
|
|||
Balance, December 31, 2019
|
$
|
(2,836
|
)
|
|
$
|
215
|
|
|
$
|
(2,621
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
|
(In thousands)
|
|||||||
Weighted-average shares of common stock outstanding
|
118,513
|
|
|
113,452
|
|
|
100,325
|
|
Weighted-average potential shares of common stock outstanding:
|
|
|
|
|
|
|||
Conversion spread related to subordinated convertible debentures
|
—
|
|
|
8,589
|
|
|
23,247
|
|
Unvested RSUs, and ESPP
|
455
|
|
|
620
|
|
|
608
|
|
Shares used to compute diluted earnings per share
|
118,968
|
|
|
122,661
|
|
|
124,180
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
U.S
|
$
|
772,586
|
|
|
$
|
756,907
|
|
|
$
|
707,906
|
|
EMEA
|
206,975
|
|
|
212,699
|
|
|
211,349
|
|
|||
China
|
119,291
|
|
|
106,841
|
|
|
106,526
|
|
|||
Other
|
132,809
|
|
|
138,522
|
|
|
139,314
|
|
|||
Total revenues
|
$
|
1,231,661
|
|
|
$
|
1,214,969
|
|
|
$
|
1,165,095
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenues
|
$
|
6,739
|
|
|
$
|
6,835
|
|
|
$
|
7,030
|
|
Sales and marketing
|
3,755
|
|
|
4,972
|
|
|
5,688
|
|
|||
Research and development
|
6,370
|
|
|
6,728
|
|
|
6,113
|
|
|||
General and administrative
|
33,762
|
|
|
33,969
|
|
|
34,076
|
|
|||
Total stock-based compensation
|
$
|
50,626
|
|
|
$
|
52,504
|
|
|
$
|
52,907
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
RSUs
|
$
|
36,930
|
|
|
$
|
38,005
|
|
|
$
|
38,087
|
|
PSUs
|
10,522
|
|
|
12,403
|
|
|
13,270
|
|
|||
ESPP
|
4,864
|
|
|
4,166
|
|
|
4,005
|
|
|||
Capitalization (Included in Property and equipment, net)
|
(1,690
|
)
|
|
(2,070
|
)
|
|
(2,455
|
)
|
|||
Total stock-based compensation expenses
|
$
|
50,626
|
|
|
$
|
52,504
|
|
|
$
|
52,907
|
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|||
|
(Shares in thousands)
|
|||||
Unvested at beginning of period
|
1,222
|
|
|
$
|
90.88
|
|
Granted
|
307
|
|
|
$
|
172.87
|
|
PSU achievement adjustment
|
85
|
|
|
$
|
42.22
|
|
Vested and settled
|
(682
|
)
|
|
$
|
81.05
|
|
Forfeited
|
(56
|
)
|
|
$
|
110.45
|
|
|
876
|
|
|
$
|
121.21
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
26,596
|
|
|
$
|
26,490
|
|
|
$
|
17,944
|
|
Transition services income
|
15,600
|
|
|
1,132
|
|
|
—
|
|
|||
Gain on sale of business
|
817
|
|
|
54,840
|
|
|
10,421
|
|
|||
Loss on extinguishment of subordinated convertible debentures
|
—
|
|
|
(6,554
|
)
|
|
—
|
|
|||
Other, net
|
247
|
|
|
1,061
|
|
|
(739
|
)
|
|||
Total non-operating income, net
|
$
|
43,260
|
|
|
$
|
76,969
|
|
|
$
|
27,626
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
United States
|
$
|
452,793
|
|
|
$
|
420,597
|
|
|
$
|
313,351
|
|
Foreign
|
305,983
|
|
|
308,919
|
|
|
285,661
|
|
|||
Total income before income taxes
|
$
|
758,776
|
|
|
$
|
729,516
|
|
|
$
|
599,012
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
74,283
|
|
|
$
|
99,127
|
|
|
$
|
16,870
|
|
State
|
2,069
|
|
|
1,088
|
|
|
294
|
|
|||
Foreign, including withholding tax
|
31,385
|
|
|
76,199
|
|
|
15,539
|
|
|||
|
107,737
|
|
|
176,414
|
|
|
32,703
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
30,462
|
|
|
(16,448
|
)
|
|
90,113
|
|
|||
State
|
22,899
|
|
|
42,624
|
|
|
19,654
|
|
|||
Foreign
|
(14,621
|
)
|
|
(55,563
|
)
|
|
(706
|
)
|
|||
|
38,740
|
|
|
(29,387
|
)
|
|
109,061
|
|
|||
Total income tax expense
|
$
|
146,477
|
|
|
$
|
147,027
|
|
|
$
|
141,764
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In thousands)
|
||||||||||
Income tax expense at federal statutory rate
|
$
|
159,343
|
|
|
$
|
153,199
|
|
|
$
|
209,654
|
|
State taxes, net of federal benefit
|
20,573
|
|
|
35,852
|
|
|
13,029
|
|
|||
Effect of non-U.S. operations
|
(25,178
|
)
|
|
(26,271
|
)
|
|
(45,810
|
)
|
|||
Stock-based compensation
|
(9,204
|
)
|
|
(7,032
|
)
|
|
(5,375
|
)
|
|||
Capital loss carryforwards expiration
|
—
|
|
|
769,706
|
|
|
—
|
|
|||
Change in valuation allowance
|
(3,555
|
)
|
|
(773,737
|
)
|
|
(5,813
|
)
|
|||
Accrual for uncertain tax positions
|
7,365
|
|
|
2,637
|
|
|
4,923
|
|
|||
U.S. federal tax rate change
|
—
|
|
|
—
|
|
|
(186,800
|
)
|
|||
Transition tax, net of foreign tax credits
|
—
|
|
|
(5,602
|
)
|
|
162,353
|
|
|||
Other
|
(2,867
|
)
|
|
(1,725
|
)
|
|
(4,397
|
)
|
|||
Total income tax expense
|
$
|
146,477
|
|
|
$
|
147,027
|
|
|
$
|
141,764
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
17,897
|
|
|
$
|
40,729
|
|
Tax credit carryforwards
|
5,516
|
|
|
3,970
|
|
||
Deferred revenues, accruals and reserves
|
70,539
|
|
|
73,847
|
|
||
Other
|
7,401
|
|
|
6,724
|
|
||
Total deferred tax assets
|
101,353
|
|
|
125,270
|
|
||
Valuation allowance
|
(6,598
|
)
|
|
(10,153
|
)
|
||
Net deferred tax assets
|
94,755
|
|
|
115,117
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(3,466
|
)
|
|
(2,764
|
)
|
||
Other
|
(3,608
|
)
|
|
(7,495
|
)
|
||
Total deferred tax liabilities
|
(7,074
|
)
|
|
(10,259
|
)
|
||
Total net deferred tax assets
|
$
|
87,681
|
|
|
$
|
104,858
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Beginning balance
|
$
|
223,455
|
|
|
$
|
223,216
|
|
Increases in tax positions for prior years
|
4,467
|
|
|
333
|
|
||
Decreases in tax positions for prior years
|
(328
|
)
|
|
(196
|
)
|
||
Increases in tax positions for current year
|
3,745
|
|
|
436
|
|
||
Lapse in statute of limitations
|
—
|
|
|
(334
|
)
|
||
Ending balance
|
$
|
231,339
|
|
|
$
|
223,455
|
|
|
Purchase Obligations
|
|
Transition Tax
|
|
Operating Leases
|
|
.tv Agreement
|
|
Senior Notes
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
2020
|
$
|
37,892
|
|
|
$
|
7,772
|
|
|
$
|
4,632
|
|
|
$
|
5,000
|
|
|
$
|
87,063
|
|
|
$
|
142,359
|
|
2021
|
1,856
|
|
|
7,772
|
|
|
2,576
|
|
|
5,000
|
|
|
87,063
|
|
|
104,267
|
|
||||||
2022
|
875
|
|
|
7,772
|
|
|
999
|
|
|
—
|
|
|
87,063
|
|
|
96,709
|
|
||||||
2023
|
379
|
|
|
14,573
|
|
|
791
|
|
|
—
|
|
|
819,719
|
|
|
835,462
|
|
||||||
2024
|
—
|
|
|
19,430
|
|
|
198
|
|
|
—
|
|
|
52,375
|
|
|
72,003
|
|
||||||
Thereafter
|
—
|
|
|
24,288
|
|
|
—
|
|
|
—
|
|
|
1,141,500
|
|
|
1,165,788
|
|
||||||
Total
|
$
|
41,002
|
|
|
$
|
81,607
|
|
|
$
|
9,196
|
|
|
$
|
10,000
|
|
|
$
|
2,274,783
|
|
|
$
|
2,416,588
|
|
|
2019
|
||||||||||||||||||
|
Quarter Ended
|
Year Ended
|
|||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
December 31,
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
306,408
|
|
|
$
|
306,289
|
|
|
$
|
308,421
|
|
|
$
|
310,543
|
|
|
$
|
1,231,661
|
|
Gross Profit
|
$
|
260,904
|
|
|
$
|
262,223
|
|
|
$
|
263,978
|
|
|
$
|
264,089
|
|
|
$
|
1,051,194
|
|
Operating Income
|
$
|
200,252
|
|
|
$
|
201,693
|
|
|
$
|
205,616
|
|
|
$
|
198,566
|
|
|
$
|
806,127
|
|
Net income
|
$
|
162,527
|
|
|
$
|
147,534
|
|
|
$
|
153,913
|
|
|
$
|
148,325
|
|
|
$
|
612,299
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.36
|
|
|
$
|
1.24
|
|
|
$
|
1.30
|
|
|
$
|
1.27
|
|
|
$
|
5.17
|
|
Diluted
|
$
|
1.35
|
|
|
$
|
1.24
|
|
|
$
|
1.30
|
|
|
$
|
1.26
|
|
|
$
|
5.15
|
|
|
2018
|
||||||||||||||||||
|
Quarter Ended
|
Year Ended
|
|||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31 (2)
|
|
December 31,
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
299,288
|
|
|
$
|
302,452
|
|
|
$
|
305,777
|
|
|
$
|
307,452
|
|
|
$
|
1,214,969
|
|
Gross Profit
|
$
|
251,136
|
|
|
$
|
255,087
|
|
|
$
|
257,528
|
|
|
$
|
259,084
|
|
|
$
|
1,022,835
|
|
Operating Income
|
$
|
185,419
|
|
|
$
|
193,010
|
|
|
$
|
194,997
|
|
|
$
|
193,966
|
|
|
$
|
767,392
|
|
Net income
|
$
|
134,263
|
|
|
$
|
128,351
|
|
|
$
|
137,680
|
|
|
$
|
182,195
|
|
|
$
|
582,489
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
1.38
|
|
|
$
|
1.13
|
|
|
$
|
1.13
|
|
|
$
|
1.51
|
|
|
$
|
5.13
|
|
Diluted (1)
|
$
|
1.09
|
|
|
$
|
1.04
|
|
|
$
|
1.13
|
|
|
$
|
1.50
|
|
|
$
|
4.75
|
|
(1)
|
Earnings per share for the year is computed independently and may not equal the sum of the quarterly earnings per share.
|
(2)
|
Results for the quarter ended December 31, 2018 include a $52.0 million after-tax gain recognized on the sale of the customer contracts of our security services business.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, 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.
|
|
|
|
|
Incorporated by Reference
|
|
|
|
||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
8-K
|
|
3/8/00
|
|
2.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-K
|
|
2/17/17
|
|
3.01
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-K
|
|
2/16/18
|
|
3.02
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
4/17/13
|
|
4.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
3/30/15
|
|
4.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
7/5/17
|
|
4.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEF 14A
|
|
4/12/17
|
|
Appendix A
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-K
|
|
7/12/07
|
|
10.27
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEF 14A
|
|
4/8/15
|
|
Appendix A
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
7/27/17
|
|
10.01
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
7/27/17
|
|
10.02
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
9/7/11
|
|
10.01
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
7/27/12
|
|
10.03
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
11/30/12
|
|
10.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
11/30/12
|
|
10.2
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
4/25/13
|
|
10.02
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-Q
|
|
4/28/16
|
|
10.01
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
12/13/19
|
|
10.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-K
|
|
2/19/16
|
|
10.70
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
10/20/16
|
|
10.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
10/20/16
|
|
10.2
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
10/20/16
|
|
10.3
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DEF 14A
|
|
4/29/16
|
|
Appendix A
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
|
|
|
8-K
|
|
6/28/17
|
|
10.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
11/1/18
|
|
10.1
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10-K
|
|
2/15/19
|
|
10.20
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Annual Report on 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.
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
†
|
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
|
ITEM 16.
|
10-K SUMMARY
|
|
By:
|
/S/ D. JAMES BIDZOS
|
|
|
D. James Bidzos
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
|
|
/S/ D. JAMES BIDZOS
|
|
Chief Executive Officer,
Executive Chairman and Director
(Principal Executive Officer)
|
D. JAMES BIDZOS
|
|
|
|
|
|
|
|
|
/S/ GEORGE E. KILGUSS, III
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
GEORGE E. KILGUSS, III
|
|
|
|
|
|
/S/ YEHUDA ARI BUCHALTER
|
|
Director
|
YEHUDA ARI BUCHALTER
|
|
|
|
|
|
/S/ KATHLEEN A. COTE
|
|
Director
|
KATHLEEN A. COTE
|
|
|
|
|
|
/S/ THOMAS F. FRIST III
|
|
Director
|
THOMAS F. FRIST III
|
|
|
|
|
|
/S/ JAMIE S. GORELICK
|
|
Director
|
JAMIE S. GORELICK
|
|
|
|
|
|
/S/ ROGER H. MOORE
|
|
Director
|
ROGER H. MOORE
|
|
|
|
|
|
/S/ LOUIS A. SIMPSON
|
|
Director
|
LOUIS A. SIMPSON
|
|
|
|
|
|
/S/ TIMOTHY TOMLINSON
|
|
Director
|
TIMOTHY TOMLINSON
|
|
|
1 Year VeriSign Chart |
1 Month VeriSign Chart |
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