Statement Of Financial Position
Statement Of Financial Position Classified (USD $) | ||
In Thousands | Dec. 31, 2009
| Dec. 31, 2008
|
Current assets: | ||
Cash and cash equivalents | $1,477,166 | $789,068 |
Accounts receivable, net of allowance for doubtful accounts of $490 at December 31, 2009 and $1,208 at December 31, 2008 | 63,133 | 83,749 |
Prepaid expenses and other current assets | 167,716 | 268,178 |
Assets held for sale | 1,043 | 483,840 |
Total current assets | 1,709,058 | 1,624,835 |
Property and equipment, net | 403,821 | 385,498 |
Goodwill | 289,980 | 283,109 |
Other intangible assets, net | 22,420 | 35,312 |
Other assets | 44,865 | 38,118 |
Total long-term assets | 761,086 | 742,037 |
Total assets | 2,470,144 | 2,366,872 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 234,727 | 263,535 |
Accrued restructuring costs | 6,605 | 28,920 |
Deferred revenues | 642,507 | 629,800 |
Other current liabilities | 2,635 | 5,463 |
Liabilities related to assets held for sale | 0 | 49,160 |
Total current liabilities | 886,474 | 976,878 |
Long-term deferred revenues | 245,734 | 215,281 |
Long-term accrued restructuring costs | 3,204 | 3,037 |
Convertible debentures, including contingent interest derivative | 574,378 | 568,712 |
Other long-term liabilities | 161,690 | 84,543 |
Total long-term liabilities | 985,006 | 871,573 |
Total liabilities | 1,871,480 | 1,848,451 |
VeriSign, Inc. and subsidiaries stockholders' equity: | ||
Preferred stock-par value $.001 per share; Authorized shares: 5,000,000; Issued and outstanding shares: none | 0 | 0 |
Common stock-par value $.001 per share; Authorized shares: 1,000,000,000; Issued and outstanding shares: 183,299,463 excluding 124,434,684 held in treasury, at December 31, 2009; and 191,547,795 excluding 112,717,587 held in treasury, at December 31, 2008 | 308 | 304 |
Additional paid-in capital | 21,736,209 | 21,891,891 |
Accumulated deficit | (21,194,435) | (21,439,988) |
Accumulated other comprehensive income | 7,659 | 17,006 |
Total VeriSign, Inc. and subsidiaries stockholders' equity | 549,741 | 469,213 |
Noncontrolling interest in subsidiary | 48,923 | 49,208 |
Total stockholders' equity | 598,664 | 518,421 |
Total liabilities and stockholders' equity | $2,470,144 | $2,366,872 |
1_Statement Of Financial Positi
Statement Of Financial Position Classified (Parenthetical) (USD $) | ||
In Thousands, except Share data | Dec. 31, 2009
| Dec. 31, 2008
|
Accounts receivable, allowance for doubtful accounts | $490 | $1,208 |
Preferred stock, par value | 0.001 | 0.001 |
Preferred stock, Authorized shares | 5,000,000 | 5,000,000 |
Preferred stock, Issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | 0.001 | 0.001 |
Common stock, Authorized shares | 1,000,000,000 | 1,000,000,000 |
Common stock, Issued and outstanding shares | 183,299,463 | 191,547,795 |
Common stock, held in treasury | 124,434,684 | 112,717,587 |
Statement Of Income Alternative
Statement Of Income Alternative (USD $) | |||
In Thousands, except Per Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Revenues | $1,030,619 | $964,748 | $850,509 |
Costs and expenses | |||
Cost of revenues | 245,896 | 231,406 | 240,119 |
Sales and marketing | 177,029 | 172,206 | 242,127 |
Research and development | 83,560 | 88,948 | 94,434 |
General and administrative | 181,992 | 201,016 | 248,037 |
Restructuring, impairments and other charges, net | 16,216 | 196,419 | 236,219 |
Amortization of other intangible assets | 12,199 | 11,155 | 21,091 |
Total costs and expenses | 716,892 | 901,150 | 1,082,027 |
Operating income (loss) | 313,727 | 63,598 | (231,518) |
Other (loss) income, net | (32,437) | 48,809 | 94,407 |
Income (loss) from continuing operations before income taxes and loss from unconsolidated entities | 281,290 | 112,407 | (137,111) |
Income tax (expense) benefit | (80,105) | (39,197) | 3,451 |
Loss from unconsolidated entities, net of tax | 0 | (3,868) | (2,018) |
Income (loss) from continuing operations, net of tax | 201,185 | 69,342 | (135,678) |
Income (loss) from discontinued operations, net of tax | 48,054 | (459,602) | (10,829) |
Net income (loss) | 249,239 | (390,260) | (146,507) |
Less: Net (income) loss attributable to noncontrolling interest in subsidiary | (3,686) | 16,009 | (3,840) |
Net income (loss) attributable to VeriSign Inc. and subsidiaries common stockholders | 245,553 | (374,251) | (150,347) |
Basic income (loss) per share attributable to VeriSign, Inc. and subsidiaries common stockholders from: | |||
Continuing operations | 1.03 | 0.43 | -0.59 |
Discontinued operations | 0.25 | -2.33 | -0.04 |
Net income (loss) | 1.28 | -1.9 | -0.63 |
Diluted income (loss) per share attributable to VeriSign, Inc. and subsidiaries common stockholders from: | |||
Continuing operations | 1.03 | 0.43 | -0.59 |
Discontinued operations | 0.25 | -2.3 | -0.04 |
Net income (loss) | 1.28 | -1.87 | -0.63 |
Shares used to compute net income (loss) per share attributable to VeriSign, Inc. and subsidiaries common stockholders: | |||
Basic | 191,821 | 197,201 | 237,707 |
Diluted | 192,575 | 200,602 | 237,707 |
Amounts attributable to VeriSign, Inc. and subsidiaries common stockholders: | |||
Income (loss) from continuing operations, net of tax | 197,499 | 85,351 | (139,518) |
Income (loss) from discontinued operations, net of tax | 48,054 | (459,602) | (10,829) |
Net income (loss) attributable to VeriSign Inc. and subsidiaries common stockholders | $245,553 | ($374,251) | ($150,347) |
Statement Of Shareholders Equit
Statement Of Shareholders Equity And Other Comprehensive Income (USD $) | |
In Thousands | Total
|
Beginning Balance at Dec. 31, 2006 | $2,355,420 |
Beginning Balance Adjusted at Dec. 31, 2006 | 2,438,683 |
Cumulative adjustment to beginning balance upon adoption of SFAS 160, codified into FASB ASC 810 (Note 1) | 47,716 |
Cumulative adjustment upon adoption of FIN 48, codified into FASB ASC 740 (Note 1) | 35,547 |
Comprehensive (loss) income: | |
Net (loss) income | (146,507) |
Other comprehensive (loss) income: | |
Foreign currency translation adjustments | 8,093 |
Change in unrealized gain (loss) on investments, net of tax | 2,272 |
Total comprehensive (loss) income | (136,142) |
Equity component related to the issuance of the Convertible Debenture (Note 1) | 418,996 |
Issuance of common stock under stock plans | 306,976 |
Stock-based compensation | 92,015 |
Net excess income tax benefits associated with stock-based compensation and other | 4,738 |
Repurchase of common stock | (1,156,491) |
Sale of subsidiary shares to noncontrolling interest | 286 |
Ending balance at Dec. 31, 2007 | 1,969,061 |
Comprehensive (loss) income: | |
Net (loss) income | (390,260) |
Other comprehensive (loss) income: | |
Foreign currency translation adjustments | 28,296 |
Change in unrealized gain (loss) on investments, net of tax | (511) |
Total comprehensive (loss) income | (362,475) |
Issuance of common stock under stock plans | 122,427 |
Stock-based compensation | 92,503 |
Dividend declared to noncontrolling interest in subsidiary | (730) |
Net excess income tax benefits associated with stock-based compensation and other | 24,894 |
Repurchase of common stock | (1,327,378) |
Sale of subsidiary shares to noncontrolling interest | 119 |
Ending balance at Dec. 31, 2008 | 518,421 |
Comprehensive (loss) income: | |
Net (loss) income | 249,239 |
Other comprehensive (loss) income: | |
Foreign currency translation adjustments | (11,726) |
Change in unrealized gain (loss) on investments, net of tax | 222 |
Total comprehensive (loss) income | 237,735 |
Issuance of common stock under stock plans | 36,204 |
Stock-based compensation | 53,693 |
Dividend declared to noncontrolling interest in subsidiary | (807) |
Net excess income tax benefits associated with stock-based compensation and other | 15,452 |
Repurchase of common stock | (260,571) |
Repurchase of subsidiary's common stock from noncontrolling interest | (1,463) |
Ending balance at Dec. 31, 2009 | $598,664 |
Statement Of Cash Flows Indirec
Statement Of Cash Flows Indirect (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Cash flows from operating activities: | |||
Net income (loss) | $249,239 | ($390,260) | ($146,507) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
(Gain) loss on sale of discontinued operations, net of tax and estimated losses (reversals) on assets held for sale | (28,320) | 349,957 | (74,384) |
Depreciation of property and equipment | 74,067 | 102,915 | 114,539 |
Amortization of other intangible assets | 12,199 | 25,663 | 116,064 |
Stock-based compensation | 51,166 | 90,066 | 90,914 |
Impairment of goodwill | 0 | 123,412 | 182,151 |
Loss on sale and impairment of other long-lived assets | 12,481 | 92,182 | 80,671 |
Excess tax benefit associated with stock-based compensation | (25,880) | (41,547) | (12,607) |
Other, net | (3,567) | 5,274 | 11,775 |
Changes in operating assets and liabilities, excluding the effects of acquisitions and divestitures: | |||
Accounts receivable | 25,798 | 54,048 | (104,338) |
Prepaid expenses and other assets | (47,418) | (10,384) | 96,531 |
Accounts payable and accrued liabilities | 56,671 | (40,800) | (12,829) |
Accrued restructuring costs | (22,126) | 27,606 | (404) |
Deferred revenues | 40,881 | 95,902 | 131,961 |
Net cash provided by operating activities | 395,191 | 484,034 | 473,537 |
Cash flows from investing activities: | |||
Proceeds from maturities and sales of investments | 129,479 | 99,635 | 206,707 |
Reclassification of cash equivalents to other current assets | 0 | (248,541) | 0 |
Purchases of property and equipment | (116,876) | (120,990) | (154,540) |
Proceeds from sale of property and equipment | 6,064 | 48,843 | 0 |
Proceeds received from divestiture of businesses, net of cash contributed | 469,380 | 274,295 | 171,802 |
Investments in unconsolidated entities | 0 | (15,679) | (17,150) |
Cash received from trust, previously restricted | 0 | 45,000 | 0 |
Other investing activities | (3,592) | (5,799) | 2,190 |
Net cash provided by investing activities | 484,455 | 76,764 | 209,009 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock from option exercises and employee stock purchase plans | 36,204 | 122,427 | 306,976 |
Repurchases of common stock | (260,571) | (1,327,378) | (1,156,491) |
Proceeds received from borrowings | 3,205 | 200,000 | 0 |
Repayment of short-term debt | (1,134) | (200,000) | (199,000) |
Proceeds from issuance of Convertible Debentures, net of issuance costs | 0 | 0 | 1,223,691 |
Excess tax benefit associated with stock-based compensation | 25,880 | 41,547 | 12,607 |
Other financing activities | (1,578) | (623) | 888 |
Net cash (used in) provided by financing activities | (197,994) | (1,164,027) | 188,671 |
Effect of exchange rate changes on cash and cash equivalents | 6,446 | 15,575 | 3,721 |
Net increase (decrease) in cash and cash equivalents | 688,098 | (587,654) | 874,938 |
Cash and cash equivalents at beginning of year | 789,068 | 1,376,722 | 501,784 |
Cash and cash equivalents at end of year | 1,477,166 | 789,068 | 1,376,722 |
Supplemental cash flow disclosures: | |||
Cash paid for interest, net of capitalized interest | 39,256 | 35,677 | 1,453 |
Cash paid for income taxes, net of refunds received | 21,881 | 14,712 | 21,300 |
Receivable from purchasers of divested businesses | $15,780 | $13,822 | $15,000 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Description of Business and Summary of Significant Accounting Policies | Note1.Description of Business and Summary of Significant Accounting Policies Description of Business VeriSign, Inc. (VeriSign or the Company) was incorporated in Delaware on April12, 1995. VeriSigns mission is to bring trust to the Internet. The Company offers a comprehensive spectrum of products and services that enable confidence among Internet users, website owners and operators of digital networks. The Companys business consists of two reportable segments: (1)Internet Infrastructure and Identity Services (3IS) which consists of Naming Services and Authentication Services; and (2)Other Services, which consists of the continuing operations of the Content Portal Services (CPS), the remaining non-core business, and legacy products and services from divested businesses. Naming Services is the authoritative directory provider of all .com, .net, .cc, .tv, .name, .jobs and .edu domain names. Authentication Services is comprised of Business Authentication Services and User Authentication Services. Business Authentication Services enable enterprises and Internet merchants to implement and operate secure networks and websites that utilize Secure Socket Layer (SSL) protocol. Business Authentication Services provide customers the means to authenticate themselves to their end users and website visitors and to encrypt transactions and communications between client browsers and Web servers. User Authentication Services includes identity protection services, fraud detection services and managed public key infrastructure (PKI) services. User Authentication Services are intended to help enterprises secure intranets, extranets and other applications and devices, and provide authentication credentials. Basis of Presentation The accompanying consolidated financial statements of VeriSign and its subsidiaries have been prepared in conformity with generally accepted accounting principles in the United States (U.S.). All significant intercompany accounts and transactions have been eliminated. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. As of December31, 2009, VeriSign owned approximately 53.7% of the outstanding shares of capital stock of its consolidated subsidiary, VeriSign Japan K.K. The noncontrolling interests proportionate share of income is included in Net (income) loss attributable to noncontrolling interest in subsidiary, net of tax, in the Consolidated Statements of Operations. Changes in VeriSigns proportionate share of the net assets of VeriSign Japan K.K. resulting from sales of capital stock by the subsidiary are accounted for as equity transactions. Reclassifications Discontinued Operations The Consolidated Statements of Operations have been reclassified for all periods presented to reflect the presentation of all divested and wound-down businesses as discontinued operations. Unless noted otherwise, discussions in |
Joint Ventures
Joint Ventures | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Joint Ventures | Note 2.Joint Ventures On January31, 2007, VeriSign entered into two joint venture agreements (Jamba joint ventures) with Fox Entertainment (Fox), a subsidiary of News Corporation, to provide mobile entertainment to consumers on a global basis. Fox paid VeriSign cash consideration of $192.4 million for the divestiture of 51% of its ownership interest in its former wholly-owned subsidiary, Jamba! GmbH (Jamba), and VeriSign paid Fox $4.9 million in cash for its contribution of Fox Mobile Entertainment assets. In 2007, the Company recorded a gain of $68.2million in Other income, net, upon the divestiture of its majority ownership interest in Jamba and recorded its interests in the Jamba joint ventures as investments in unconsolidated entities in accordance with the equity method. In 2007, the Company provided a working capital loan of $15.0 million under a promissory note to the Jamba joint ventures. The Company invested additional amounts of $15.7 million and $17.2 million in 2008 and 2007, respectively, pursuant to capital calls approved by the board of managers of the Jamba joint ventures, and recorded the amount as investments in unconsolidated entities. The purpose of the capital calls was to fund the ongoing business and working capital needs of the Jamba joint ventures. On October6, 2008, the Company sold its remaining 49% ownership interest in the Jamba joint ventures to subsidiaries of News Corporation for cash consideration of $199.4 million. In 2008, the Company recorded a gain on sale of $77.9 million in Other income, net. Pursuant to the sale agreement, all outstanding debts and accrued but unpaid interest owed among the Company and the Jamba joint ventures have been repaid, and the parties agreed to the settlement and discharge of all other amounts owed among them as of the date of the agreement. |
Business Combinations
Business Combinations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Business Combinations | Note 3.Business Combinations On October1, 2008, VeriSign completed its acquisition of Global Name Registry, Limited (GNR), a United Kingdom based company that manages and operates the registry for the .name top level domain. VeriSign paid approximately $11.7 million in cash (net of cash acquired of $1.1 million) for the acquisition, which included approximately $0.6 million to cover certain transaction costs. VeriSign recorded goodwill of $1.2 million, other indefinite-lived intangible asset (.name gTLD) of $11.7 million, and assumed net liabilities of $1.2 million. GNR is included as part of the Companys 3IS segment. VeriSign had a pre-existing relationship with GNR, pursuant to a registry services agreement, whereby VeriSign provided certain registry services to GNR. The effective settlement of the pre-existing relationship, as a result of the acquisition, did not result in any gain or loss in the Consolidated Statements of Operations. During the third quarter of 2009, due to a strategic change in the planned use of the indefinite-lived .name gTLD intangible asset, the Company performed an impairment assessment and concluded that the fair value of the intangible asset was reduced to below its carrying value. The estimated fair value of the .name gTLD intangible asset was determined to be $2.0 million, and as a result the Company recorded an impairment charge of $9.7 million in 2009. The Company also concurrently determined that the intangible asset has a finite life for which amortization costs will be recorded over its estimated useful life on a straight-line basis. |
Assets Held for Sale and Discon
Assets Held for Sale and Discontinued Operations | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Assets Held for Sale and Discontinued Operations | Note4.Assets Held for Sale and Discontinued Operations In 2007, VeriSign announced a change to its business strategy to allow management to focus its attention on its core competencies and to make additional resources available to invest in its core businesses. The strategy called for the divestiture or winding-down of its non-core businesses. As of December31, 2009, the divestiture strategy is substantially complete. The table below represents the carrying amounts of major classes of assets and liabilities related to assets held for sale as of December31, 2009 and 2008: As of December31, 2009 2008 (In thousands) Assets: Accounts receivable $ $ 58,588 Other current assets 63,516 Goodwill 1,043 237,177 Other long-lived assets 124,559 Total assets held for sale $ 1,043 $ 483,840 Liabilities: Accounts payable and accrued liabilities $ $ 35,853 Deferred revenues 13,307 Total liabilities related to assets held for sale $ $ 49,160 Assets held for sale at December31, 2009, include the Indian operations of the Messaging and Mobile Media (MMM) Services business retained upon the sale of the MMM Services business on October23, 2009, until certain regulatory matters were finalized in India. The Company completed the sale of the Indian operations of the MMM business in January 2010. Assets held for sale at December31, 2008, include the businesses disclosed below as completed divestitures in 2009 and the CPS business subsequently classified as held and used in 2009. The historical results of operations of the divested businesses have been reclassified as discontinued operations for all periods presented unless otherwise noted. In 2009, the Company decided to wind down the operations of its CPS business after termination of active negotiations with a potential buyer. The Company expects the winding-down to be completed no later than the end of 2010. Accordingly, the Company reclassified the assets and liabilities related to the CPS business as held and used in 2009. The Company also reclassified the historical results of operations of the CPS business from discontinued operations to continuing operations as part of the Other Services segment for all periods presented. In 2009, the Company disaggregated its ESS disposal group held for sale into the following three businesses: (i)GSC, (ii)iDefense and (iii)MSS. The Company decided to retain its iDefense business and, accordingly, reclassified the assets and liabilities related to iDefense as held and used in 2009. The Company also reclassified the historical results of operations of iDefense from discontinued operations to continuing operations as part of Naming Services in the 3IS segment for all periods presented. Completed Divestitures and Winding-down during 2009 On November9, 2009, the Company sold its Mobile Delivery Gateway Services business which offered solutions to manage the complex operator interfaces, relationships, distribution, reporting and customer servic |
Restructuring Charges
Restructuring Charges | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Restructuring Charges | Note5.Restructuring Charges 2008 Restructuring Plan As part of its divestiture strategy announced in 2007, the Company initiated a restructuring plan in the first quarter of 2008 (the 2008 Restructuring Plan) including workforce reductions, abandonment of excess facilities and other exit costs. The restructuring charges in the table below are substantially related to the 2008 Restructuring Plan for the years ended December31, 2009 and 2008. Through December31, 2009, VeriSign recorded a total of $85.4 million in restructuring charges, inclusive of amounts for discontinued operations, under its 2008 Restructuring Plan. 2007 Restructuring Plan In January 2007, VeriSign initiated a restructuring plan (the 2007 Restructuring Plan) to execute a company-wide reorganization replacing the previous business unit structure with a combined worldwide sales and services team, and an integrated development and products organization. The restructuring plan included workforce reductions, abandonment of excess facilities, and other exit costs. The plan was substantially completed in 2008. Through December31, 2009, VeriSign recorded a total of $30.5 million in restructuring charges, inclusive of amounts for discontinued operations, under its 2007 Restructuring Plan. The following table presents the nature of the restructuring charges under the 2007 and 2008 Restructuring Plans: Year Ended December31, 2009 2008 2007 (In thousands) Workforce reduction $ 13,067 $ 63,845 $ 20,497 Excess facilities 2,685 5,381 4,699 Other exit costs 1,210 4,244 Total consolidated restructuring charges $ 15,752 $ 70,436 $ 29,440 Amounts classified as continuing operations $ 7,330 $ 31,195 $ 20,242 Amounts classified as discontinued operations. $ 8,422 $ 39,241 $ 9,198 As of December31, 2009, the consolidated accrued restructuring costs are $9.8 million and consist of the following: Accrued Restructuring Costsat December31, 2008 Restructuring Charges Cash Payments Non-cash Accrued Restructuring Costs at December31, 2009 (Inthousands) Workforce reduction $ 25,374 $ 13,067 $ (31,933 ) $ (2,429 ) $ 4,079 Excess facilities 6,583 2,685 (3,325 ) (213 ) 5,730 Total accrued restructuring costs $ 31,957 $ 15,752 $ (35,258 ) $ (2,642 ) $ 9,809 Included in current portion of accrued restructuring costs $ 6,605 Included in long-term portion of accrued restructuring costs $ 3,204 Cash payments totaling approximately $8.8 million related to the abandonment of excess facilities under all restructuring plans will be paid over the respective lease terms, the longest of which extends through 2016. The present value of future cash payments related to lease terminations due to the abandonment of e |
Cash, Cash Equivalents, Investm
Cash, Cash Equivalents, Investments and Restricted Cash | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Cash, Cash Equivalents, Investments and Restricted Cash | Note 6.Cash, Cash Equivalents, Investments and Restricted Cash VeriSigns cash equivalents and short-term investments have been classified as available-for-sale. The following tables summarize VeriSigns Cash and cash equivalents, short-term investments included in Prepaid expenses and other current assets, and Other assets: As of December31, 2009 Cost Unrealized Losses Estimated FairValue (In thousands) Cash $ 227,547 $ $ 227,547 Money market funds 736,459 736,459 Time deposits 514,938 514,938 Equity securities of public company 290 (105 ) 185 $ 1,479,234 $ (105 ) $ 1,479,129 Included in Cash and cash equivalents $ 1,477,166 Included in Prepaid expenses and other current assets $ 185 Included in Other assets $ 1,778 As of December31, 2008 Cost Unrealized Losses Estimated FairValue (In thousands) Cash $ 133,803 $ $ 133,803 Money market funds 584,358 584,358 Time deposits 72,765 72,765 Equity securities of public company 482 (222 ) 260 $ 791,408 $ (222 ) $ 791,186 Included in Cash and cash equivalents $ 789,068 Included in Prepaid expenses and other current assets $ 260 Included in Other assets $ 1,858 In 2009, the Company recorded gross realized losses on investments of $0.3 million and gross realized gains on investments of $0.1 million upon sale of certain public company equity investments. In 2008, the Company recorded gross realized gains on investments of $2.1 million upon sale of certain public and non-public company equity investments. In 2007, the Company recorded gross realized losses on investments of $5.2 million upon impairment and sale of certain public and non-public equity investments. In addition, the Company recorded gross realized gains on investments of $3.4 million in 2007 upon sale of certain public and non-public equity investments. Unrealized losses on available-for-sale investments are included in Accumulated other comprehensive income in the Consolidated Balance Sheets. Restricted Cash As of December31, 2009, the Company had restricted cash of $1.8 million classified as Other assets which represents employee payroll withholdings, net of claims paid, related to the short-term disability program under the State of California Employment Development Departments Voluntary Plan Fund guidelines. As of December31, 2008, the Company had restricted cash of $1.9 million classified as Other assets, of which $0.3 million was pledged as collateral for standby letters of credit that guarantee certain of the Companys contractual obligations, primarily relating to its real estate lease agreements, the longest of which is expected to mature in 2010, and $1.6 million represents employee payroll withholdings, net of claims, paid related to the short-term disability program under the Sta |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Goodwill and Other Intangible Assets | Note 7.Goodwill and Other Intangible Assets Goodwill The following table summarizes the changes in the carrying amount of goodwill as allocated to the Companys operating segments: 3IS Other Services Total (In thousands) Balance at December31, 2007 Goodwill, gross, at December31, 2007 $ 1,983,247 $ 1,751,980 $ 3,735,227 Accumulated impairment at December31, 2007 (1,630,444 ) (1,022,363 ) (2,652,807 ) Goodwill, net, at December31, 2007 352,803 729,617 1,082,420 Divestiture of businesses (19,726 ) (19,726 ) Impairment (77,619 ) (45,793 ) (123,412 ) Acquisition of business 1,200 1,200 Reclassification of Goodwill, gross to assets held for sale (1,732,254 ) (1,732,254 ) Reclassification of Accumulated impairment to assets held for sale 1,068,156 1,068,156 Other adjustments (1). 6,725 6,725 Goodwill, net, at December31, 2008 $ 283,109 $ $ 283,109 Balance at December31, 2008 Goodwill, gross, at December31, 2008 $ 1,991,172 $ $ 1,991,172 Accumulated impairment at December31, 2008 (1,708,063 ) (1,708,063 ) Goodwill, net, at December31, 2008 283,109 283,109 Reclassification from assets held for sale 7,000 7,000 Other adjustments (1). (129 ) (129 ) Goodwill, net, at December31, 2009 $ 289,980 $ $ 289,980 Balance at December31, 2009 Goodwill, gross, at December31, 2009 $ 1,998,043 $ $ 1,998,043 Accumulated impairment at December31, 2009 (1,708,063 ) (1,708,063 ) Total Goodwill, net, at December31, 2009 $ 289,980 $ $ 289,980 (1) VeriSign makes certain goodwill adjustments after the initial purchase to acquired companies for income tax adjustments, foreign exchange fluctuations and other additions or reductions that were determined after the initial purchase. During the second quarter of 2009, the Company performed its annual impairment review of goodwill pertaining to its Naming Services, Authentication Services and VeriSign Japan reporting units. The Company determined that each of the reporting units had a fair value in excess of its carrying value and no further analysis was required. During the first quarter of 2009, the Company disaggregated its ESS disposal group held for sale, into the following three businesses: (i)GSC, (ii)iDefense, and (iii)MSS. The Company decided to retain its iDefense business and, accordingly, reclassified goodwill of $7.0 million allocated to iDefense as held and used in 2009. During the fourth quarter of 2008, the Company performed an interim impairment review of its Naming Services, Business Authentication Services, User Authentication Services and V |
Other Balance Sheet Items
Other Balance Sheet Items | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Other Balance Sheet Items | Note8.Other Balance Sheet Items Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: As of December31, 2009 2008 (In thousands) Prepaid expenses $ 18,868 $ 22,775 Deferred tax assets 65,984 64,482 Non-trade receivables 25,467 13,054 Receivables from buyers 34,365 14,899 Funds held by the Reserve 20,867 150,346 Other 2,165 2,622 Total prepaid expenses and other current assets $ 167,716 $ 268,178 Non-trade receivables primarily consist of income tax receivables and value added tax receivables. Receivables from buyers primarily consist of receivables for services performed on behalf of buyers under transition services agreements, working capital receivables for certain divested businesses, and amount held in escrow for the divested Post-Pay business. In January 2010, VeriSign received the amount held in escrow of $2.5 million for the divested Post-Pay business and $13.1 million of working capital receivables from the buyers of certain divested businesses In 2008, the Company recorded an other-than-temporary impairment loss of $8.2 million in Other income, net, relating to certain money market investments in the Primary Fund and the International Fund. In the latter half of 2008, there was a major disruption in the global credit markets due to rising concerns about possible financial institution defaults, the bankruptcy filing of Lehman Brothers Holdings Inc. and the potential for a deep economic recession. Following these disruptions, the Primary Fund and the International Fund made announcements that their underlying portfolios had experienced a loss of principal, the redemption rights of all holders were suspended indefinitely and the funds would be liquidated. At the time of the redemption suspension, the Company had $256.7million invested in the Primary Fund and the International Fund. Due to the lack of an active market for most corporate and bank debt securities, the Company assessed the fair value of the underlying securities within the Primary Fund and the International Fund based on a review of investment ratings of the underlying securities within the money-market funds coupled with an evaluation of the expected maturity value and the performance of the securities within the funds in meeting scheduled payments of principal and interest. As of December31, 2009, the Company had an aggregate of $20.9 million held by the Primary Fund and the International Fund, classified as Prepaid and other current assets due to the lack of an active market for these investments. During the fourth quarter of 2008, the Company received a distribution of $98.2 from the Primary Fund. During 2009, the Company received distributions of $16.3 million and $113.2 million from the Primary Fund and the International Fund, respectively. Subsequently, in January 2010, the Company received a distribution of $8.4 million from the Primary Fund. As of February26, 2010, the Company has an aggregate of $12.5 million held by the Primary Fund and the Int |
Credit Facility
Credit Facility | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Credit Facility | Note9.Credit Facility In 2006, VeriSign entered into a credit agreement (the Credit Agreement) with a syndicate of banks and other financial institutions related to a $500.0 million senior unsecured revolving credit facility (the Facility), under which VeriSign, or certain designated subsidiaries may be borrowers. The Facility is available for cash borrowings up to $500.0 million and for the issuance of letters of credit up to a maximum limit of $50.0 million. In 2007, VeriSign entered into an amendment agreement with Bank of America, N.A., as Administrative Agent and several financial institutions to amend the Credit Agreement. The amendment added certain covenants related to the Indenture that VeriSign entered into with U.S. Bank National Association, as Trustee, on August20, 2007, (the Indenture) and VeriSigns issuance of $1.25 billion aggregate principal amount of Convertible Debentures. In 2009, there were no borrowings under the facility. In 2008, the Company borrowed $200.0 million under the Facility and subsequently repaid the entire amount. As of December31, 2009, the Company had utilized $1.7 million for outstanding letters of credit. The Companys Credit Agreement, as amended, contains a negative covenant that limits its ability to sell assets and freely deploy the proceeds it receives from such sales, subject to exceptions based on the size and timing of the sales, and limits its ability to enter into certain specified types of amendments to the Convertible Debentures and related Indenture. In addition, an event of default under the Indenture is considered to be an event of default under the Credit Agreement. As of December31, 2009, the Company was in compliance with all covenants under the Facility. |
Junior Subordinated Convertible
Junior Subordinated Convertible Debentures | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Junior Subordinated Convertible Debentures | Note 10.Junior Subordinated Convertible Debentures In August 2007, VeriSign issued $1.25 billion principal amount of 3.25% convertible debentures due August15, 2037, in a private offering. The Convertible Debentures are subordinated in right of payment to the Companys existing and future senior debt and to the other liabilities of the Companys subsidiaries. The Convertible Debentures are initially convertible, subject to certain conditions, into shares of the Company common stock at a conversion rate of 29.0968 shares of common stock per $1,000 principal amount of Convertible Debentures, representing an initial effective conversion price of approximately $34.37 per share of common stock. The conversion rate will be subject to adjustment for certain events as outlined in the Indenture governing the Convertible Debentures but will not be adjusted for accrued interest. As of December31, 2009, the if-converted value of the Convertible Debentures does not exceed its principal amount. On or after August15, 2017, the Company may redeem all or part of the Convertible Debentures for the principal amount plus any accrued and unpaid interest if the closing price of the Companys common stock has been at least 150% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading-day period prior to the date on which the Company provides notice of redemption. If the conversion value exceeds $1,000, the Company may deliver, at its option, cash or common stock or a combination of cash and common stock for the conversion value in excess of $1,000 (conversion spread). Holders of the debentures may convert their Convertible Debentures at the applicable conversion rate, in multiples of $1,000 principal amount, only under the following circumstances: during any fiscal quarter beginning after December31, 2007, if the last reported sale price of the Companys common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on the last trading day of such preceding fiscal quarter; during the five business-day period after any 10 consecutive trading-day period in which the trading price per Convertible Debentures for each day of that 10 consecutive trading-day period was less than 98% of the product of the last reported sale price of the Companys common stock and the conversion rate on such day; if the Company calls any or all of the Convertible Debentures for redemption, at any time prior to the close of business on the trading day immediately preceding the redemption date; upon the occurrence of specified corporate transactions as specified in the Indenture governing the Convertible Debentures; or at any time on or after May15, 2037, and prior to the maturity date. In addition, holders of the Convertible Debentures who convert their Convertible Debentures in connection with a fundamental change, as defined in the Indenture, may be entitled to a make-whole premium in the form of an incr |
Stockholders' Equity
Stockholders' Equity | |
1/1/2009 - 12/31/2009
USD / shares | |
Stockholders' Equity | Note11.Stockholders Equity Preferred Stock VeriSign is authorized to issue up to 5,000,000 shares of preferred stock. As of December31, 2009, no shares of preferred stock had been issued. In connection with its stockholder rights plan, VeriSign authorized 3,000,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share (the Series A Preferred Shares). In the event of liquidation, each Series A Preferred Share, if and when issued, will be entitled to a $1.00 preference, and thereafter each holder of a Series A Preferred Share will be entitled to an aggregate payment of 100 times the aggregate payment made per common share. If and when issued, each Series A Preferred Share will have 100 votes, voting together with the common shares. Each holder of a Series A Preferred Share, if and when issued, will be entitled to receive a quarterly dividend equal to 100 times the aggregate per share amount of any dividends declared on the common stock since the preceding quarterly dividend date (other than stock dividends, which will result in an anti-dilution adjustment to the Series A Preferred Shares). Finally, in the event of any merger, consolidation or other transaction in which common shares are exchanged, each Series A Preferred Share will be entitled to receive 100 times the amount received per common share. These rights are protected by customary anti-dilution provisions. Treasury Stock Treasury stock is accounted for under the cost method. Treasury stock includes shares repurchased under Stock Repurchase Programs and shares withheld in lieu of tax withholdings due upon vesting of restricted stock units. The summary of the Companys common stock repurchases for 2009, 2008 and 2007 are as follows: BoardApproval Date Repurchases Under the Plan 2009 2008 2007 Shares Average Price Shares Average Price Shares Average Price (In thousands, except average price amounts) May2006 Open market $ 22,071 $ 32.38 $ August2007 Open market 12,221 28.64 Structured repurchases (2) 25,828 30.97 January2008 Structured repurchases (2) 16,513 36.33 August2008 Open market 11,332 22.31 Total repurchases under the plan 11,332 $ 22.31 38,584 $ 34.07 38,049 $ 30.22 Total repurchases from employees and other (1) 385 $ 20.16 413 $ 31.01 200 $ 32.46 Total repurchases 11,717 $ 22.24 38,997 $ 34.04 38,249 $ 30.24 Total costs $ 260,571 $ 1,327,378 $ 1,156,491 (1) The repurchases from employees and other primarily represents shares retired as treasury stock when surrendered in lieu of tax withholdings due upon the release of restricted stock units. (2) Stock repurchase agreements executed with large financial institutions |
Calculation of Net Income
Calculation of Net Income (Loss) Per Share Attributable to VeriSign Common Stockholders | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Calculation of Net Income (Loss) Per Share Attributable to VeriSign Common Stockholders | Note12.Calculation of Net Income (Loss) Per Share Attributable to VeriSign Common Stockholders The Company computes basic net income (loss) per share attributable to VeriSign common stockholders by dividing net income (loss) attributable to VeriSign common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share attributable to VeriSign common stockholders gives effect to dilutive potential common shares, including unvested stock options, unvested restricted stock units, employee stock purchases, and the conversion spread relating to the Convertible Debentures using the treasury stock method. The following table presents the computation of basic and diluted net income (loss) per share attributable to VeriSign common stockholders: Year Ended December31, 2009 2008 2007 (In thousands, except per share data) Income (loss) attributable to VeriSign common stockholders: Income (loss) from continuing operations, net of tax $ 197,499 $ 85,351 $ (139,518 ) Income (loss) from discontinued operations, net of tax 48,054 (459,602 ) (10,829 ) Net income (loss) attributable to VeriSign common stockholders $ 245,553 $ (374,251 ) $ (150,347 ) Weighted-average shares: Weighted-average common shares outstanding 191,821 197,201 237,707 Weighted-average potential common shares outstanding: Stock options 283 1,452 Unvested restricted stock awards 471 889 Conversion spread related to convertible debentures 828 Employee stock purchase plans 232 Shares used to compute diluted net income (loss) per share attributable to VeriSign common stockholders 192,575 200,602 237,707 Income (loss) per share attributable to VeriSign common stockholders: Basic: Continuing operations $ 1.03 $ 0.43 $ (0.59 ) Discontinued operations 0.25 (2.33 ) (0.04 ) Net income (loss) $ 1.28 $ (1.90 ) $ (0.63 ) Diluted: Continuing operations $ 1.03 $ 0.43 $ (0.59 ) Discontinued operations 0.25 (2.30 ) (0.04 ) Net income (loss) $ 1.28 $ (1.87 ) $ (0.63 ) The following table sets forth the weighted-average potential shares that were excluded from the above calculation because their effect was anti-dilutive, and the respective weighted-average exercise prices of such weighted-average stock options outstanding: Year Ended December31, 2009 2008 2007 (1) (Inthousands,exceptpersharedata) Weighted-average stock options outstanding 6,925 4,531 27,636 Weighted-average exercise price $ 28.40 $ 31.66 $ 27.68 Weighted-average restricted stock awards outstanding 1,136 |
Employee Benefits and Stock-Bas
Employee Benefits and Stock-Based Compensation | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Employee Benefits and Stock-Based Compensation | Note13.Employee Benefits and Stock-Based Compensation 401(k) Plan The Company maintains a defined contribution 401(k) plan (the 401(k) Plan) for substantially all of its U.S. employees. Under the 401(k) Plan, eligible employees may contribute up to 20% of their pre-tax salary, subject to the Internal Revenue Service annual contribution limits. In 2009, 2008 and 2007, the Company matched 50% of the employees contribution up to a total of 6% of the employees annual salary. The Company contributed $6.3million, $7.4million, and $6.3million in 2009, 2008 and 2007, respectively, under the 401(k) Plan. The Company can terminate matching contributions at its discretion at any time. Stock Option and Restricted Stock Plans The majority of VeriSigns stock-based compensation relates to stock options and restricted stock units (RSUs).Stock options are granted only to upper management level employees and the board of directors. As of December31, 2009, a total of 24.6million shares of common stock were reserved for issuance upon the exercise of stock options and for the future grant of stock options or awards under VeriSigns stock option and restricted stock plans. On May26, 2006, the stockholders of VeriSign approved the 2006 Equity Incentive Plan (the 2006 Plan). The 2006 Plan replaces VeriSigns 1998 Directors Plan, 1998 Equity Incentive Plan, and 2001 Stock Incentive Plan. The 2006 Plan authorizes the award of incentive stock options to employees and non-qualified stock options, restricted stock awards, restricted stock units, stock bonus awards, stock appreciation rights and performance shares to eligible employees, officers, directors, consultants, independent contractors and advisors. Options may be granted at an exercise price not less than 100% of the fair market value of VeriSigns common stock on the date of grant. The 2006 Plan is administered by the Compensation Committee which may delegate to a committee of one or more members of VeriSigns Board of Directors or VeriSigns officers the ability to grant certain awards and take certain other actions with respect to participants who are not executive officers or non-employee directors.All outstanding options under the 2006 Plan have a term of not greater than 7 years from the date ofgrant. Options granted generally vest 25% on the first anniversary date of the grant and the remainder ratably over the following 12 quarters. A restricted stock unit is an award covering a specified number of shares of VeriSign common stockthat may be settled by issuance of those shares (which may be restricted shares).Restricted stock units generally vest in four installments with 25% of the shares vesting on each anniversary of the first four anniversaries of the grant date. However, the Compensation Committee may authorize grants with a different vesting schedule in the future. A total of 27.0million common shares were authorized and reserved for issuance under the 2006 Plan. The 2001 Stock Incentive Plan (the 2001 Plan) was terminated upon approval of the 2006 Plan. Options to purchase common stock granted under the 2001 Plan remain outstanding and subject to the vesting and exercise terms |
Income Taxes
Income Taxes | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Income Taxes | Note 14.Income Taxes Income (loss) from continuing operations before income taxes and loss from unconsolidated entities is categorized geographically as follows: Year Ended December31, 2009 2008 2007 (In thousands) U.S. $ 178,707 $ 82,970 $ (196,696 ) Foreign 102,583 29,437 59,585 Total income (loss) from continuing operations before income taxes and loss from unconsolidated entities $ 281,290 $ 112,407 $ (137,111 ) The provision for income taxes consisted of the following: Year Ended December31, 2009 2008 2007 (In thousands) Continuing operations: Current (expense) benefit: Federal $ (36,754 ) $ (1,261 ) $ (7,519 ) State 12,237 (3,699 ) (1,413 ) Foreign, including foreign withholding tax (17,011 ) (13,370 ) (19,997 ) (41,528 ) (18,330 ) (28,929 ) Deferred (expense) benefit: Federal (44,560 ) (23,070 ) 16,344 State (4,766 ) (3,819 ) 4,910 Foreign 10,749 6,022 11,126 (38,577 ) (20,867 ) 32,380 Income tax (expense) benefit (80,105 ) (39,197 ) 3,451 Total income tax (expense) benefit from continuing operations $ (80,105 ) $ (39,197 ) $ 3,451 Income tax expense from discontinued operations $ (10,353 ) $ (14,701 ) $ (14,811 ) The Companys income taxes payable have been reduced by the tax benefits from employee stock options and employee stock purchase plan exercises. The company receives an income tax benefit calculated as the difference between the fair market value of the stock issued at the time of exercise and the option price, tax effected. If an incremental tax benefit is realized as a reduction of income tax payable, such excess tax benefit is recognized as an increase to additional paid-in capital. The excess tax benefits from employee stock option transactions were $16.0 million and $26.6 million and $7.8 million in 2009, 2008 and 2007, respectively. The difference between income tax expense or benefit and the amount resulting from applying the federal statutory rate of 35% to income (loss) from continuing operations before income taxes and loss from unconsolidated entities is attributable to the following: Year Ended December31, 2009 2008 2007 (In thousands) Income tax (expense) benefit at federal statutory rate $ (98,429 ) $ (39,423 ) $ 48,119 State taxes, net of federal benefit 4,725 (4,440 ) 1,935 Differences between statutory rate and foreign effective tax rate 12,314 2,195 3,854 Non-deductible stock-based compensation (3,839 ) (2,813 ) (1,213 ) Change in valuation allowance 15,347 (1,131 ) Rese |
Commitments and Contingencies
Commitments and Contingencies | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Commitments and Contingencies | Note15.Commitments and Contingencies Leases VeriSign leases a portion of its facilities under operating leases that extend through 2017, and subleases a portion of its office space to third parties. The minimum lease payments under non-cancelable operating leases and the future minimum contractual sublease income as of December31, 2009, are as follows: Operating LeasePayments Sublease Income NetLease Payments (In thousands) 2010 $ 23,451 $ (1,636 ) $ 21,815 2011 13,458 (1,644 ) 11,814 2012 8,044 (1,195 ) 6,849 2013 7,643 (1,072 ) 6,571 2014 7,532 (780 ) 6,752 Thereafter 9,361 (1,277 ) 8,084 Total $ 69,489 $ (7,604 ) $ 61,885 Future operating lease payments include payments related to leases on excess facilities included in VeriSigns restructuring plans. Net rental expenses under operating leases for 2009, 2008 and 2007 were $22.1 million, $19.9 million and $18.7 million respectively. VeriSign has subleased offices to various companies under non-cancelable operating leases. VeriSign received payments of $1.9 million in 2009, $1.2 million in 2008, and $0.1 million in 2007. Purchase Obligations and Contractual Agreements The following table represents the minimum payments required by VeriSign under certain purchase obligations, the contractual agreement with the Internet Corporation for Assigned Names and Numbers (ICANN), the .tv Agreement with the Government of Tuvalu, and the interest payments and principal on the Convertible Debentures: Purchase Obligations ICANN Agreement .tv Agreement Convertible Debentures Total (Inthousands) 2010 $ 17,421 $ 18,000 $ 2,000 $ 40,625 $ 78,046 2011 10,521 18,000 2,000 40,625 71,146 2012 4,776 16,500 2,000 40,625 63,901 2013 2,000 40,625 42,625 2014 2,000 40,625 42,625 Thereafter 4,000 2,184,375 2,188,375 Total minimum payments $ 32,718 $ 52,500 $ 14,000 $ 2,387,500 $ 2,486,718 The amounts in the table above exclude $29.0 million of income tax related uncertain tax positions, as the Company is unable to reasonably estimate the ultimate amount or time of settlement of those liabilities. The Company has entered into agreements with buyers of certain divested businesses, for which it continues to be responsible for certain contingent liabilities and transition services after their divestiture. The Company might incur costs and expenses associated with the resolution of these contingent liabilities. In addition, the transition services may be required for periods longer than initially anticipated by management and may be costlier to complete when compared to the payments that will be received from the buyers for these transition services. VeriSign enters into certain purchase obligations with various vendors. The C |
Segment Information
Segment Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Segment Information | Note16.Segment Information Description of Segments The Companys business consists of two reportable segments: (1)3IS which consists of Naming Services and Authentication Services; and (2)Other Services, which consists of the continuing operations of CPS, the remaining non-core business, and legacy products and services from divested businesses. The segments were determined based on how the chief operating decision maker (CODM) views and evaluates VeriSigns operations. VeriSigns Chief Executive Officer has been identified as the CODM. Other factors, including customer base, homogeneity of products, technology and delivery channels, were also considered in determining the reportable segments. Naming Services is the authoritative directory provider of all .com, .net, .cc, .tv, .name, .jobs and .edu domain names. Authentication Services is comprised of Business Authentication Services and User Authentication Services. Business Authentication Services enable enterprises and Internet merchants to implement and operate secure networks and websites that utilize Secure Socket Layer (SSL) protocol. Business Authentication Services provide customers the means to authenticate themselves to their end users and website visitors and to encrypt transactions and communications between client browsers and Web servers. User Authentication Services includes identity protection services, fraud detection services, managed PKI services, and unified authentication services. User Authentication Services are intended to help enterprises secure intranets, extranets and other applications and devices, and provide authentication credentials. The Company is in the process of winding-down the operations of its non-core CPS business. The legacy products and services from divested businesses primarily include the following: the Companys Jamba subsidiary which provided mobile entertainment to customers; RDS business, which offered point-of-sale data information for retail, pharmaceutical and consumer goods customers; and the CDN business, which offered broadband content services that enable the delivery of high-quality video and other rich media securely and efficiently at a very large scale. The following table presents the results of VeriSigns reportable segments: 3IS Other Services Total Revenues (In thousands) Year ended December31, 2009 Revenues: Naming Services $ 615,947 $ $ 615,947 Authentication Services 410,064 410,064 Other Services 4,608 4,608 Total revenues 1,026,011 4,608 1,030,619 Cost of revenues 201,989 5,237 207,226 $ 824,022 $ (629 ) $ 823,393 Year ended December31, 2008 Revenues: Naming Services $ 549,011 $ $ 549,011 Authentication Services 398,728 398,728 Other Services 17,009 17,009 Total revenues 947,739 17,009 964,748 Cost of revenues 167,367 6,498 173,865 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Fair Value of Financial Instruments | Note17.Fair Value of Financial Instruments The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: 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 Companys 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. The Company measures and reports certain financial assets and liabilities at fair value on a recurring basis, including its investments in money market funds classified as cash equivalents, foreign currency forward contracts, equity investments in other public companies, and a contingent interest derivative associated with its Convertible Debentures. Assets and liabilities measured at fair value on a recurring basis: Total Fair Value as of December31, 2009 Fair Value Measurement Using QuotedPrices in Active Markets for Identical Assets (Level1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level3) (Inthousands) Assets: Investments in money market funds $ 736,459 $ 736,459 $ $ Equity investment 185 185 Foreign currency forward contracts . 932 932 Total $ 737,576 $ 736,644 $ 932 $ Liabilities: Contingent interest derivative on Convertible Debentures $ 10,000 $ $ $ 10,000 Total $ 10,000 $ $ $ 10,000 Total Fair Value as of December31, 2008 Fair Value Measurement Using QuotedPrices in Active Markets for Identical Assets (Level1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level3) (Inthousands) Assets: Investments in money market funds $ 584,358 $ 584,358 $ $ Equity investment 260 260 Total $ 584,618 $ 584,618 $ $ Liabilities: Foreign currency forward contracts $ 1,144 $ $ 1,144 $ Contingent interest derivative on Convertible Debentures 10,549 10,549 Total $ 11,693 $ $ 1,144 $ 10,549 The fair value of the Com |
Related Party Transactions
Related Party Transactions | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Related Party Transactions | Note18.Related Party Transactions The following table shows a comparison of revenues recognized from unconsolidated entities: As of December31, 2009 2008 2007 (In thousands) Revenues from unconsolidated entities $ $ 9,626 $ 10,212 VeriSign recognized revenues of $9.6million and $10.2 million in 2008 and 2007, respectively, from a service agreement with its investments in unconsolidated entities related to the Jamba joint ventures. In October 2008, VeriSign sold its remaining 49% ownership interest in the Jamba joint ventures and settled all amounts receivable from the Jamba joint ventures. |
Other
Other (Loss) Income, Net | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Other (Loss) Income, Net | Note 19.Other (Loss) Income, Net The following table presents the components of Other (loss) income, net: Year Ended December31, 2009 2008 2007 (In thousands) Interest income $ 4,371 $ 16,375 $ 47,074 Interest expense (47,351 ) (44,391 ) (18,563 ) Net loss on sale and impairment of investments (136 ) (6,364 ) (1,788 ) Net gain on divestiture of businesses and joint ventures 908 80,538 71,216 Unrealized gain on joint venture call options 10,926 Unrealized gain (loss) on contingent interest derivative on Convertible Debentures 549 3,616 (15,301 ) Income from transition services agreements 4,944 3,641 Other, net 4,278 (4,606 ) 843 Total other (loss) income, net $ (32,437 ) $ 48,809 $ 94,407 Interest income is earned principally from the investment of VeriSigns surplus cash balances. Interest expense is principally incurred on Convertible Debentures. Income from transition services agreements includes fees generated from services provided to the purchasers of the divested businesses for a certain period of time to ensure and facilitate the transfer of business operations for those businesses. Other, net, in 2009, includes the net effect of foreign currency gains or losses and $3.3 million received from Certicom Corporation (Certicom) due to the termination of the acquisition agreement entered into with Certicom. Other, net, in 2008 includes the net effect of foreign currency gains or losses. The net gain on divestitures of businesses and joint ventures in 2008 and 2007 were primarily related to the divestiture of the Companys 49% ownership interest in the Jamba joint ventures in 2008 and the divestiture of the Companys 51% ownership interest in its wholly-owned Jamba subsidiary in 2007. |
Subsequent Events
Subsequent Events | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Subsequent Events | Note 20.Subsequent Events In January 2010, we received a distribution of $8.4 million from the Primary Fund. As of February26, 2010, the Company has an aggregate of $12.5 million held by the Primary Fund and the International Fund. In February 2010, the Company repurchased approximately 1.9million shares of its common stock at an average stock price of $23.77 per share for an aggregate cost of $44.3 million under the 2008 Share Buyback Program. As a result, approximately $652.9 million is available for repurchase of its common stock under the 2008 Share Buyback Program. |
Document Information
Document Information | |
12 Months Ended
Dec. 31, 2009 USD / shares | |
Document Type | 10-K |
Amendment Flag | false |
Document Period End Date | 2009-12-31 |
Entity Information
Entity Information (USD $) | |||
12 Months Ended
Dec. 31, 2009 | Feb. 17, 2010
| Jun. 30, 2009
| |
Trading Symbol | VRSN | ||
Entity Registrant Name | VERISIGN INC/CA | ||
Entity Central Index Key | 0001014473 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 183,448,405 | ||
Entity Public Float | $2,114,335,874 |