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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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, Reston, 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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Name of each exchange on which registered
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Common Stock $0.001 Par Value Per Share
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NASDAQ Global Select Market
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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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 automatic 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. Verisign has engineered resiliency and diversity into how it hosts classes of products throughout its 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 personnel directly connect are separated from the silos that house production services; administration of production gear from corporate systems must go through an internal, fortified intermediary; and account credentials used within the corporate networks are not used within the production silos, nor on the fortified systems.
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•
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Data Integrity:
Verisign employs 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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2015
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2014
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2013
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|||
Employee headcount by function:
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|||
Cost of revenues
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314
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|
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299
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|
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301
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Sales and marketing
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183
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171
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172
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Research and development
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253
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318
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333
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General and administrative
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269
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273
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273
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Total
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1,019
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1,061
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1,079
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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 products and services based upon technologies other than those we use, which are substitutes for our products and services;
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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;
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•
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increasing cyber threats and the associated customer need and demand for our Security Services offerings;
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•
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government regulations affecting Internet access and availability, domain name registrations or the provision of registry services, or e-commerce and telecommunications over the Internet;
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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 legacy 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 or software defects;
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•
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physical or electronic break-ins, sabotage, intentional acts of vandalism, terrorist attacks 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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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 damage or interruption.
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•
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our customers’ continued growth and development of their businesses and our customers’ ability to continue as going concerns or maintain their businesses, 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 decreases 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;
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•
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our ability to service our debt, to obtain financing or assume new debt obligations; and
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•
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our ability to obtain payment for outstanding debts owed to us by our customers or other parties with whom we do business.
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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 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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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 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 customer information, including complying with the customer verification requirements of certain countries;
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•
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more stringent privacy 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, or other factors;
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•
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ongoing maintenance expenses and costs of improvements;
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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 thirty-five percent (35%) 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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our Board must be given advance notice regarding stockholder-sponsored proposals for consideration at annual meetings and for stockholder nominations for the election of directors;
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•
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vacancies on our Board can be filled until the next annual meeting of stockholders by majority vote of the members of the Corporate Governance and Nominating Committee, or a majority of directors then in office if no such committee exists, or a sole remaining director; 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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Approximate
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Major Locations
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Square Footage
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Use
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United States:
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Reston, Virginia
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221,000
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Corporate Headquarters
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New Castle, Delaware
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105,000
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Data Center
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Dulles, Virginia
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70,000
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Data Center
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Europe:
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Fribourg, Switzerland
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8,000
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Data Center and Corporate Services
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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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Name
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Age
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Position
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D. James Bidzos
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60
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Executive Chairman, President and Chief Executive Officer
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Todd B. Strubbe
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52
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Executive Vice President, Chief Operating Officer
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George E. Kilguss, III
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55
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Executive Vice President, Chief Financial Officer
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Thomas C. Indelicarto
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52
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Executive Vice President, General Counsel and Secretary
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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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Price Range
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||||||
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High
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Low
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||||
Year ended December 31, 2015:
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Fourth Quarter
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$
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93.94
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$
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70.21
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Third Quarter
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$
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71.82
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$
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61.42
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Second Quarter
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$
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68.25
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$
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61.31
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First Quarter
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$
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67.50
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$
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53.48
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Year ended December 31, 2014:
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Fourth Quarter
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$
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61.25
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$
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52.10
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Third Quarter
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$
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57.57
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$
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48.50
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Second Quarter
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$
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54.47
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$
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46.45
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First Quarter
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$
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62.96
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$
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48.55
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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
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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, 2015
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696
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$74.21
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696
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$
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553.0
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million
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November 1 – 30, 2015
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564
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$83.17
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564
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$
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506.1
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million
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December 1 – 31, 2015
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576
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$89.62
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576
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$
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454.5
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million
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1,836
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1,836
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(1)
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On January 30, 2015, our Board authorized the repurchase of approximately $452.9 million of our common stock, in addition to the $547.1 million of our common stock remaining available for repurchase under the previous share repurchase program, for a total repurchase authorization of up to $1.0 billion of our common stock.
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(2)
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Effective February 11, 2016, our Board authorized the repurchase of approximately $611.2 million of our common stock, in addition to the $388.8 million of our common stock remaining available for repurchase under the previous share repurchase program, for a total repurchase authorization of up to $1.0 billion of our common stock. The share repurchase program has no expiration date. Purchases made under the program could be effected through open market transactions, block purchases, accelerated share repurchase agreements or other negotiated transactions.
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12/31/10
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12/31/11
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12/31/12
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12/31/13
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12/31/14
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12/31/15
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||||||
VeriSign, Inc
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$
|
100
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|
$
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118
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|
$
|
128
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|
$
|
198
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|
$
|
188
|
|
$
|
289
|
|
S&P 500 Index
|
$
|
100
|
|
$
|
102
|
|
$
|
118
|
|
$
|
157
|
|
$
|
178
|
|
$
|
181
|
|
S&P 500 Information Technology Index
|
$
|
100
|
|
$
|
102
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$
|
118
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|
$
|
151
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|
$
|
181
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|
$
|
192
|
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ITEM 6.
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SELECTED FINANCIAL DATA
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Year Ended December 31,
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||||||||||||||||||
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2015
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2014 (1)
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2013 (2)
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2012
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2011 (3)
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||||||||||
Revenues
|
$
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1,059
|
|
|
$
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1,010
|
|
|
$
|
965
|
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|
$
|
874
|
|
|
$
|
772
|
|
Operating income
|
$
|
606
|
|
|
$
|
564
|
|
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$
|
528
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|
|
$
|
457
|
|
|
$
|
329
|
|
Income from continuing operations
|
$
|
375
|
|
|
$
|
355
|
|
|
$
|
544
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|
|
$
|
312
|
|
|
$
|
139
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|
Income from continuing operations per share:
|
|
|
|
|
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Basic
|
$
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3.29
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|
|
$
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2.80
|
|
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$
|
3.77
|
|
|
$
|
1.99
|
|
|
$
|
0.84
|
|
Diluted
|
$
|
2.82
|
|
|
$
|
2.52
|
|
|
$
|
3.49
|
|
|
$
|
1.91
|
|
|
$
|
0.83
|
|
Cash dividend declared and paid per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.75
|
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(1)
|
Income from continuing operations for 2014 is reduced by $9.8 million for a non-U.S. income tax charge related to a reorganization of certain international operations and changes in estimates during 2014 for U.S. income taxes related to the 2013 worthless stock deduction and the 2014 repatriation of funds held by foreign subsidiaries.
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(2)
|
Income from continuing operations for 2013 includes a $375.3 million income tax benefit related to a worthless stock deduction, net of valuation allowances, and accrual for uncertain tax positions, partially offset by $167.1 million of income tax expense related to the repatriation of cash held by foreign subsidiaries.
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(3)
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Income from continuing operations for 2011 is reduced by pre-tax amounts of $15.5 million in restructuring charges and $100.0 million in contingent interest paid to holders of our Subordinated Convertible Debentures, as a result of the special dividend to stockholders.
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As of December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities (1)
|
$
|
1,915
|
|
|
$
|
1,425
|
|
|
$
|
1,723
|
|
|
$
|
1,556
|
|
|
$
|
1,346
|
|
Total assets (1)
|
$
|
2,358
|
|
|
$
|
1,901
|
|
|
$
|
2,249
|
|
|
$
|
2,009
|
|
|
$
|
1,780
|
|
Deferred revenues
|
$
|
961
|
|
|
$
|
890
|
|
|
$
|
856
|
|
|
$
|
813
|
|
|
$
|
729
|
|
Subordinated Convertible Debentures, including contingent interest derivative
|
$
|
634
|
|
|
$
|
621
|
|
|
$
|
613
|
|
|
$
|
587
|
|
|
$
|
578
|
|
Long-term debt (2)
|
$
|
1,235
|
|
|
$
|
740
|
|
|
$
|
739
|
|
|
$
|
100
|
|
|
$
|
100
|
|
(1)
|
Cash, cash equivalents and marketable securities and total assets increased from 2014 to 2015 due to the proceeds received from the issuance of $500.0 million aggregate principal amount of 5.25% senior unsecured notes due 2025. Cash, cash equivalents and marketable securities and total assets decreased from 2013 to 2014 because of the repurchase of $867.1 million worth of common stock under our share buyback program.
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(2)
|
The increase in Long-term debt from 2014 to 2015 was due to the issuance of $500.0 million aggregate principal amount of 5.25% senior unsecured notes due 2025.The increase in Long-term debt from 2012 to 2013 was due to the issuance of $750.0 million aggregate principal amount of 4.625% senior unsecured notes due 2023, offset by the repayment of $100.0 million of outstanding indebtedness under our unsecured credit facility.
|
•
|
We recorded revenues of
$1,059.4 million
in
2015
, which represents an increase of
5%
compared to
2014
.
|
•
|
We recorded operating income of
$605.9 million
during
2015
, which represents an increase of
7%
as compared to
2014
.
|
•
|
We added 8.3 million net new names during 2015, ending with 139.8 million names in the domain name base for .
com
and .
net
, which represents a 6% increase over the base at the end of 2014, as calculated including domain names on hold for both periods.
|
•
|
The final
.com
and
.net
renewal rate for the third quarter of
2015
was 71.9% compared with 72% for the same quarter in
2014
. Renewal rates are not fully measurable until 45 days after the end of the quarter.
|
•
|
We repurchased
9.3 million
shares of our common stock for an aggregate cost of $621.9 million in
2015
. As of
December 31, 2015
, there was $454.5 million remaining for future share repurchases under the share buyback program.
|
•
|
Through February 11, 2016, we repurchased an additional 0.8 million shares for $65.7 million under our share buyback program. Effective February 11, 2016, our Board authorized the repurchase of approximately $611.2 million of our common stock, in addition to the $388.8 million of our common stock remaining available for repurchase under the previous share repurchase program, for a total repurchase authorization of up to $1.0 billion of our common stock.
|
•
|
We generated cash flows from operating activities of
$651.5 million
in
2015
, which represents an increase of
8%
as compared to
2014
.
|
•
|
On July 23, 2015, we announced an increase in the annual fee for a .
net
domain name registration from $6.79 to $7.46, which became effective February 1, 2016.
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Revenues
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Costs and expenses:
|
|
|
|
|
|
|||
Cost of revenues
|
18
|
|
|
19
|
|
|
20
|
|
Sales and marketing
|
9
|
|
|
9
|
|
|
9
|
|
Research and development
|
6
|
|
|
7
|
|
|
7
|
|
General and administrative
|
10
|
|
|
9
|
|
|
9
|
|
Total costs and expenses
|
43
|
|
|
44
|
|
|
45
|
|
Operating income
|
57
|
|
|
56
|
|
|
55
|
|
Interest expense
|
(10
|
)
|
|
(9
|
)
|
|
(8
|
)
|
Non-operating (loss) income, net
|
(1
|
)
|
|
1
|
|
|
—
|
|
Income before income taxes
|
46
|
|
|
48
|
|
|
47
|
|
Income tax (expense) benefit
|
(11
|
)
|
|
(13
|
)
|
|
9
|
|
Net income
|
35
|
%
|
|
35
|
%
|
|
56
|
%
|
|
|
2015
|
|
%
Change
|
|
2014
|
|
%
Change
|
|
2013
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||
Revenues
|
|
$
|
1,059,366
|
|
|
5
|
%
|
|
$
|
1,010,117
|
|
|
5
|
%
|
|
$
|
965,087
|
|
|
|
December 31, 2015
|
|
%
Change
|
|
December 31, 2014
|
|
%
Change
|
|
December 31, 2013
|
||
Domain name base for
.com
and
.net
(1)
|
|
139.8 million
|
|
6
|
%
|
|
131.5 million
|
|
3
|
%
|
|
127.6 million
|
(1)
|
The domain name base for
.com
and
.net
presented above for each period, includes domain names that are in a client or server hold status. The domain names that are on a hold status were not previously included in the numbers reported in prior filings from 2014 and earlier; however, the prior period amounts reported in this Form 10-K have been adjusted to include domain names on a hold status to allow for direct comparison
|
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
|
%
Change |
|
2014
|
|
%
Change |
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
U.S
|
$
|
639,170
|
|
|
4
|
%
|
|
$
|
616,125
|
|
|
5
|
%
|
|
$
|
585,201
|
|
EMEA
|
193,623
|
|
|
6
|
%
|
|
182,897
|
|
|
8
|
%
|
|
169,767
|
|
|||
APAC
|
151,461
|
|
|
13
|
%
|
|
133,748
|
|
|
3
|
%
|
|
129,664
|
|
|||
Other
|
75,112
|
|
|
(3
|
)%
|
|
77,347
|
|
|
(4
|
)%
|
|
80,455
|
|
|||
Total revenues
|
$
|
1,059,366
|
|
|
5
|
%
|
|
$
|
1,010,117
|
|
|
5
|
%
|
|
$
|
965,087
|
|
|
2015
|
|
%
Change |
|
2014
|
|
%
Change |
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Cost of revenues
|
$
|
192,788
|
|
|
2
|
%
|
|
$
|
188,425
|
|
|
1
|
%
|
|
$
|
187,013
|
|
|
2015
|
|
%
Change |
|
2014
|
|
%
Change |
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Sales and marketing
|
$
|
90,184
|
|
|
(2
|
)%
|
|
$
|
92,001
|
|
|
3
|
%
|
|
$
|
89,337
|
|
|
2015
|
|
%
Change |
|
2014
|
|
%
Change |
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
Research and development
|
$
|
63,718
|
|
|
(6
|
)%
|
|
$
|
67,777
|
|
|
(4
|
)%
|
|
$
|
70,297
|
|
|
2015
|
|
%
Change |
|
2014
|
|
%
Change |
|
2013
|
||||||||
|
(Dollars in thousands)
|
||||||||||||||||
General and administrative
|
$
|
106,730
|
|
|
9
|
%
|
|
$
|
97,487
|
|
|
8
|
%
|
|
$
|
90,208
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
|
(Dollars in thousands)
|
||||||||||
Income tax (expense) benefit from continuing operations
|
$
|
(112,414
|
)
|
|
$
|
(128,051
|
)
|
|
$
|
87,679
|
|
Effective tax rate
|
23
|
%
|
|
26
|
%
|
|
(19
|
)%
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
228,659
|
|
|
$
|
191,608
|
|
Marketable securities
|
1,686,771
|
|
|
1,233,076
|
|
||
Total
|
$
|
1,915,430
|
|
|
$
|
1,424,684
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
651,482
|
|
|
$
|
600,949
|
|
|
$
|
579,397
|
|
Net cash (used in) provided by investing activities
|
(496,899
|
)
|
|
112,688
|
|
|
(11,062
|
)
|
|||
Net cash used in financing activities
|
(117,778
|
)
|
|
(859,752
|
)
|
|
(357,333
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
246
|
|
|
(1,500
|
)
|
|
(2,515
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
37,051
|
|
|
$
|
(147,615
|
)
|
|
$
|
208,487
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
2015
|
||||||||||||||||||
|
Quarter Ended
|
Year Ended
|
|||||||||||||||||
|
March 31 (1)
|
|
June 30 (2)
|
|
September 30 (3)
|
|
December 31 (4)
|
|
December 31,
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
258,422
|
|
|
$
|
262,539
|
|
|
$
|
265,780
|
|
|
$
|
272,625
|
|
|
$
|
1,059,366
|
|
Gross Profit
|
$
|
210,069
|
|
|
$
|
214,318
|
|
|
$
|
218,562
|
|
|
$
|
223,629
|
|
|
$
|
866,578
|
|
Operating Income
|
$
|
144,237
|
|
|
$
|
148,965
|
|
|
$
|
154,462
|
|
|
$
|
158,282
|
|
|
$
|
605,946
|
|
Net income
|
$
|
88,238
|
|
|
$
|
93,011
|
|
|
$
|
92,457
|
|
|
$
|
101,530
|
|
|
$
|
375,236
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.75
|
|
|
$
|
0.80
|
|
|
$
|
0.82
|
|
|
$
|
0.92
|
|
|
$
|
3.29
|
|
Diluted
|
$
|
0.66
|
|
|
$
|
0.70
|
|
|
$
|
0.70
|
|
|
$
|
0.76
|
|
|
$
|
2.82
|
|
(1)
|
Net income for the quarter ended March 31,
2015
was decreased by $7.0 million pre-tax unrealized loss due to an increase in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures, offset by $6.4 million lower interest expense related to the senior notes issued in March 2015 compared to other quarters in 2015.
|
(2)
|
Net income for the quarter ended June 30,
2015
was increased by $2.7 million pre-tax unrealized gain due to a decrease in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures.
|
(3)
|
Net income for the quarter ended September 30,
2015
was decreased by an $4.7 million pre-tax unrealized loss due to an increase in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures.
|
(4)
|
Net income for the quarter ended December 31,
2015
was was decreased by an $5.1 million pre-tax unrealized loss due to an increase in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures.
|
|
2014
|
||||||||||||||||||
|
Quarter Ended
|
Year Ended
|
|||||||||||||||||
|
March 31 (2)
|
|
June 30 (3)
|
|
September 30 (4)
|
|
December 31 (5)
|
|
December 31,
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Revenues
|
$
|
248,796
|
|
|
$
|
250,382
|
|
|
$
|
255,022
|
|
|
$
|
255,917
|
|
|
$
|
1,010,117
|
|
Gross Profit
|
$
|
200,770
|
|
|
$
|
204,393
|
|
|
$
|
208,089
|
|
|
$
|
208,440
|
|
|
$
|
821,692
|
|
Operating Income
|
$
|
139,585
|
|
|
$
|
143,121
|
|
|
$
|
139,500
|
|
|
$
|
142,221
|
|
|
$
|
564,427
|
|
Net income
|
$
|
94,423
|
|
|
$
|
100,176
|
|
|
$
|
95,189
|
|
|
$
|
65,472
|
|
|
$
|
355,260
|
|
Earnings per share (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.71
|
|
|
$
|
0.77
|
|
|
$
|
0.77
|
|
|
$
|
0.54
|
|
|
$
|
2.80
|
|
Diluted
|
$
|
0.64
|
|
|
$
|
0.71
|
|
|
$
|
0.69
|
|
|
$
|
0.48
|
|
|
$
|
2.52
|
|
(1)
|
Earnings per share for the year is computed independently and does not equal the sum of the quarterly earnings per share.
|
(2)
|
Net income for the quarter ended March 31, 2014 was increased by $5.3 million pre-tax unrealized gain due to a decrease in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures.
|
(3)
|
Net income for the quarter ended June 30, 2014 was increased by $5.2 million pre-tax unrealized gain due to a decrease in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures and an additional $5.2 million discrete tax benefit recognized due to changes in estimates of U.S. income taxes related to the 2013 worthless stock deduction and the 2014 repatriation of earnings from foreign subsidiaries.
|
(4)
|
Net income for the quarter ended September 30, 2014 was increased by an $11.4 million discrete income tax benefit recognized due to changes in estimates of U.S. income taxes related to the 2014 repatriation of earnings from foreign subsidiaries, partially offset by $6.6 million pre-tax unrealized loss due to an increase in the fair value of the embedded contingent interest derivative related to our Subordinated Convertible Debentures.
|
(5)
|
Net income for the fourth quarter of 2014 was reduced by an income tax expense of $26.4 million due to non-U.S. income taxes related to a reorganization of certain international operations and changes in estimates of U.S. income taxes related to the 2013 worthless stock deduction and the 2014 repatriation of earnings from foreign subsidiaries.
|
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
|
•
|
Reports of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of December 31,
2015
and
2014
|
•
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31,
2015
,
2014
and
2013
|
•
|
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31,
2015
,
2014
and
2013
|
•
|
Consolidated Statements of Cash Flows for the Years Ended December 31,
2015
,
2014
and
2013
|
•
|
Notes to Consolidated Financial Statements
|
|
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
|
||
|
|
|
|
|
|
|
|
|
|
|||
2.01
|
|
Agreement and Plan of Merger dated as of March 6, 2000, by and among the Registrant, Nickel Acquisition Corporation and Network Solutions, Inc.
|
|
8-K
|
|
3/8/00
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2.02
|
|
Agreement and Plan of Merger dated September 23, 2001, by and among the Registrant, Illinois Acquisition Corporation and Illuminet Holdings, Inc.
|
|
S-4
|
|
10/10/01
|
|
4.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2.03
|
|
Purchase Agreement dated as of October 14, 2003, as amended, among the Registrant and the parties indicated therein.
|
|
8-K
|
|
12/10/03
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2.04
|
|
Sale and Purchase Agreement Regarding the Sale and Purchase of All Shares in Jamba! AG dated May 23, 2004 between the Registrant and certain other named individuals.
|
|
10-K
|
|
3/16/05
|
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2.05
|
|
Asset Purchase Agreement dated October 10, 2005, as amended, among the Registrant, eBay, Inc. and the other parties thereto.
|
|
8-K
|
|
11/23/05
|
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
||
3.01
|
|
Fifth Amended and Restated Certificate of Incorporation of the Registrant.
|
|
10-Q
|
|
7/24/14
|
|
3.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
3.02
|
|
Seventh Amended and Restated Bylaws of VeriSign, Inc.
|
|
10-Q
|
|
7/24/14
|
|
3.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
4.01
|
|
Indenture dated as of August 20, 2007 between the Registrant and U.S. Bank National Association.
|
|
8-K/A
|
|
9/6/07
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
4.02
|
|
Registration Rights Agreement dated as of August 20, 2007 between the Registrant and J.P. Morgan Securities, Inc.
|
|
8-K/A
|
|
9/6/07
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
4.03
|
|
Indenture, dated as of April 16, 2013, between VeriSign, Inc., each of the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee.
|
|
8-K
|
|
4/17/13
|
|
4.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.04
|
|
Form of Note (included in Exhibit 4.03).
|
|
8-K
|
|
4/17/13
|
|
4.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.05
|
|
Indenture dated as of March 27, 2015 between VeriSign, Inc. and U.S. Bank National Association, as trustee.
|
|
8-K
|
|
3/30/15
|
|
4.1
|
|
|
|
|
10.01
|
|
Form of Revised Indemnification Agreement entered into by the Registrant with each of its directors and executive officers.
|
|
10-K
|
|
3/31/03
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.02
|
|
409A Options Election Form and related documentation. +
|
|
8-K
|
|
1/4/07
|
|
99.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.03
|
|
Registrant's 1998 Directors Stock Option Plan, as amended through May 22, 2003, and form of stock option agreement. +
|
|
S-8
|
|
6/23/03
|
|
4.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.04
|
|
Registrant's 2001 Stock Incentive Plan, as amended through November 22, 2002. +
|
|
10-K
|
|
3/31/03
|
|
10.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.05
|
|
Registrant's 2006 Equity Incentive Plan, as adopted May 26, 2006. +
|
|
10-Q
|
|
7/12/07
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.06
|
|
Registrant's 2006 Equity Incentive Plan, form of Stock Option Agreement. +
|
|
10-Q
|
|
7/12/07
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.07
|
|
Registrant's 2006 Equity Incentive Plan, form of Directors Nonqualified Stock Option Grant. +
|
|
10-Q
|
|
8/9/07
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.08
|
|
Nonqualified Registrant's 2006 Equity Incentive Plan, amended form of Nonqualified Directors Stock Option Grant. +
|
|
S-1
|
|
11/5/07
|
|
10.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.09
|
|
Registrant's 2006 Equity Incentive Plan, form of Employee Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
7/12/07
|
|
10.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.10
|
|
Registrant's 2006 Equity Incentive Plan, form of Non-Employee Director Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
7/12/07
|
|
10.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.11
|
|
Registrant's 2006 Equity Incentive Plan, form of Performance-Based Restricted Stock Unit Agreement. +
|
|
8-K
|
|
8/30/07
|
|
99.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.12
|
|
Registrant's 2007 Employee Stock Purchase Plan, as adopted August 30, 2007. +
|
|
S-1
|
|
11/5/07
|
|
10.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.13
|
|
Assignment Agreement, dated as of April 18, 1995 between the Registrant and RSA Data Security, Inc.
|
|
S-1/A
|
|
1/29/98
|
|
10.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.14
|
|
BSAFE/TIPEM OEM Master License Agreement, dated as of April 18, 1995, between the Registrant and RSA Data Security, Inc., as amended.
|
|
S-1/A
|
|
1/29/98
|
|
10.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.15
|
|
Amendment Number Two to BSAFE/TIPEM OEM Master License Agreement dated as of December 31, 1998 between the Registrant and RSA Data Security, Inc.
|
|
S-1
|
|
1/5/99
|
|
10.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
||
10.16
|
|
Non-Compete and Non-Solicitation Agreement, dated April 18, 1995, between the Registrant and RSA Security, Inc.
|
|
S-1/A
|
|
1/29/98
|
|
10.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.17
|
|
Microsoft/VeriSign Certificate Technology Preferred Provider Agreement, effective as of May 1, 1997, between the Registrant and Microsoft Corporation.*
|
|
S-1/A
|
|
1/29/98
|
|
10.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.18
|
|
Master Development and License Agreement, dated as of September 30, 1997, between the Registrant and Security Dynamics Technologies, Inc.*
|
|
S-1/A
|
|
1/29/98
|
|
10.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.19
|
|
Amendment Number One to Master Development and License Agreement dated as of December 31, 1998 between the Registrant and Security Dynamics Technologies, Inc.
|
|
S-1
|
|
1/5/99
|
|
10.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.20
|
|
Amendment No. Thirty (30) to Cooperative Agreement - Special Awards Conditions NCR-92-18742, between VeriSign and U.S. Department of Commerce managers.
|
|
10-K
|
|
7/12/07
|
|
10.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.21
|
|
Confirmation of Accelerated Purchase of Equity Securities dated August 14, 2007 between the Registrant and J P Morgan Securities,
Inc. * |
|
S-1
|
|
11/5/07
|
|
10.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.22
|
|
Limited Liability Company Agreement by and among Fox US Mobile Holdings, Inc., News Corporation, VeriSign U.S. Holdings, Inc. and US Mobile Holdings, LLC, dated January 31, 2007.*
|
|
10-Q
|
|
7/16/07
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.23
|
|
Confirmation of Accelerated Repurchase of Common Stock dated February 8, 2008 between the Registrant and J.P. Morgan Securities, Inc., as agent to JPMorgan Chase Bank, National Association, London Branch. *
|
|
10-Q
|
|
5/12/08
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.24
|
|
Settlement Agreement and General Release by and between VeriSign, Inc. and William A. Roper, Jr., dated June 30, 2008. +
|
|
10-Q
|
|
8/8/08
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.25
|
|
Release and Waiver of Age Discrimination Claims by William A. Roper, Jr., dated June 30, 2008. +
|
|
10-Q
|
|
8/8/08
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.26
|
|
Assignment of Invention, Nondisclosure and Nonsolicitation Agreement between VeriSign, Inc. and D. James Bidzos, dated August 20, 2008.
|
|
10-Q
|
|
11/7/08
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.27
|
|
Assignment of Invention, Nondisclosure and Nonsolicitation Agreement between VeriSign, Inc. and Roger Moore, dated October 1, 2008.
|
|
10-Q
|
|
11/7/08
|
|
10.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.28
|
|
Purchase and Termination Agreement dated as of October 6, 2008, by and among Fox Entertainment Group, Inc., Fox US Mobile Holdings, Inc., US Mobile Holdings, LLC, Fox Dutch Mobile B.V., Jamba Netherlands Mobile Holdings GP B.V., Netherlands Mobile Holdings C.V., VeriSign, Inc., VeriSign US Holdings, Inc., VeriSign Netherlands Mobile Holdings B.V., and VeriSign Switzerland S.A.
|
|
10-Q
|
|
11/7/08
|
|
10.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.29
|
|
VeriSign, Inc. 2006 Equity Incentive Plan, adopted May 26, 2006, as amended August 5, 2008. +
|
|
10-Q
|
|
11/7/08
|
|
10.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.30
|
|
Form of VeriSign, Inc. 2006 Equity Incentive Plan Stock Option Agreement. +
|
|
10-Q
|
|
11/7/08
|
|
10.08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.31
|
|
Form of VeriSign, Inc. 2006 Equity Incentive Plan Employee Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
11/7/08
|
|
10.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.32
|
|
Form of VeriSign, Inc. 2006 Equity Incentive Plan Performance Based Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
11/7/08
|
|
10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
||
10.33
|
|
Arrangement Agreement dated as of January 23, 2009 between VeriSign, Inc. and Certicom Corp.
|
|
10-K
|
|
3/3/09
|
|
10.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.34
|
|
Asset Purchase Agreement between VeriSign, Inc. and Transaction Network Services, dated March 2, 2009.
|
|
10-Q
|
|
5/8/09
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.35
|
|
Letter Agreement dated May 1, 2009 to Asset Purchase Agreement between VeriSign, Inc. and Transaction Network Services, Inc., dated March 2, 2009.
|
|
10-Q
|
|
8/6/09
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.36
|
|
Acquisition Agreement by and among VeriSign, Inc., a Delaware corporation, VeriSign S.À.R.L., VeriSign Do Brasil Serviços Para Internet Ltda, VeriSign Digital Services Technology (China) Co., Ltd., VeriSign Services India Private Limited, and Syniverse Holdings, Inc., a Delaware corporation dated as of August 24, 2009. *
|
|
10-Q
|
|
11/6/09
|
|
10.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.37
|
|
Letter Amendment to the Acquisition Agreement by and among VeriSign, Inc., a Delaware corporation, VeriSign S.À.R.L., VeriSign Do Brasil Serviços Para Internet Ltda, VeriSign Digital Services Technology (China) Co., Ltd., VeriSign Services India Private Limited, and Syniverse Holdings, Inc., a Delaware corporation dated as of August 24, 2009, by and among each of the parties thereto, dated October 2, 2009.
|
|
10-Q
|
|
11/6/09
|
|
10.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.38
|
|
Letter Amendment No. 2 to the Amendment to the Acquisition Agreement by and among VeriSign, Inc., a Delaware corporation, VeriSign S.À.R.L., VeriSign Do Brasil Serviços Para Internet Ltda, VeriSign Digital Services Technology (China) Co., Ltd., VeriSign Services India Private Limited, and Syniverse Holdings, Inc., a Delaware corporation dated as of August 24, 2009, by and among each of the parties thereto, Syniverse Technologies Services (India) Private Limited, dated October 23, 2009.
|
|
10-Q
|
|
11/6/09
|
|
10.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.39
|
|
Form of Indemnity Agreement entered into by the Registrant with each of its directors and executive officers. +
|
|
10-Q
|
|
4/28/10
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.40
|
|
Acquisition Agreement between VeriSign, Inc., a Delaware corporation, and Symantec Corporation, a Delaware corporation, dated as of May 19, 2010. *
|
|
10-Q
|
|
8/3/10
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.41
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Stock Option Agreement. +
|
|
10-Q
|
|
8/3/10
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.42
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
8/3/10
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.43
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Directors Nonqualified Stock Option Grant Agreement. +
|
|
10-Q
|
|
8/3/10
|
|
10.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.44
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
8/3/10
|
|
10.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.45
|
|
Deed of Lease between 12061 Bluemont Owner, LLC, a Delaware limited liability company as Landlord, and VeriSign, Inc., a Delaware corporation as Tenant, dated as of September 15, 2010.
|
|
10-Q
|
|
10/29/10
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.46
|
|
VeriSign, Inc. Annual Incentive Compensation Plan. +
|
|
10-K
|
|
2/24/11
|
|
10.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.47
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Performance-Based Restricted Stock Unit Agreement. +
|
|
10-K
|
|
2/24/11
|
|
10.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
||
10.48
|
|
Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into as of June 27, 2011.
|
|
8-K
|
|
6/28/11
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.49
|
|
Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan, as amended and restated May 26, 2011. +
|
|
10-Q
|
|
7/29/11
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.50
|
|
Form of Amended and Restated Change-in-Control and Retention Agreement. +
|
|
10-Q
|
|
7/29/11
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.51
|
|
Amended and Restated Change-in-Control and Retention Agreement [CEO Form of Agreement]. +
|
|
10-Q
|
|
7/29/11
|
|
10.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.52
|
|
Separation & General Release of Claims Agreement between VeriSign, Inc. and Kevin Werner, effective as of May 3, 2011. +
|
|
10-Q
|
|
7/29/11
|
|
10.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.53
|
|
Separation & General Release of Claims Agreement between VeriSign, Inc. and Christine Brennan, effective as of July 13, 2011. +
|
|
10-Q
|
|
7/29/11
|
|
10.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.54
|
|
Purchase and Sale Agreement for 12061 Bluemont Way Reston, Virginia between 12061 Bluemont Owner, LLC, a Delaware limited liability company, as Seller and VeriSign, Inc., a Delaware corporation, as Purchaser Dated August 18, 2011.
|
|
8-K
|
|
9/7/11
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.55
|
|
Credit Agreement, dated as of November 22, 2011 among VeriSign, Inc., the borrowing subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent.
|
|
8-K
|
|
11/29/11
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.56
|
|
Guarantee Agreement, dated as of November 22, 2011, among VeriSign, Inc., the other guarantors identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
8-K
|
|
11/29/11
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.57
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Performance-Based Restricted Stock Unit Agreement. +
|
|
10-K
|
|
2/24/12
|
|
10.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.58
|
|
Employment Offer Letter between the Registrant and George E. Kilguss, III dated April 20, 2012+
|
|
10-Q
|
|
7/27/12
|
|
10.01
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10.59
|
|
Letter Agreement between the Registrant and George E. Kilguss, III dated June 28, 2012. +
|
|
10-Q
|
|
7/27/12
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.60
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Non-Employee Director Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
7/27/12
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.61
|
|
Registry Agreement between VeriSign, Inc. and the Internet Corporation for Assigned Names and Numbers, entered into on November 29, 2012.
|
|
8-K
|
|
11/30/12
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.62
|
|
Amendment Number Thirty-Two (32) to the Cooperative Agreement between VeriSign, Inc. and Department of Commerce, entered into on November 29, 2012.
|
|
8-K
|
|
11/30/12
|
|
10.2
|
|
|
|
|
10.63
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Employee Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
4/25/13
|
|
10.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.64
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
4/25/13
|
|
10.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.65
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement. +
|
|
10-Q
|
|
4/25/13
|
|
10.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
|||||
Exhibit
Number |
|
Exhibit Description
|
|
Form
|
|
Date
|
|
Number
|
|
Filed Herewith
|
||
10.66
|
|
Registration Rights Agreement, dated April 16, 2013, by and among VeriSign, Inc., VeriSign Information Services, Inc. and J.P. Morgan Securities LLC, as representative of the several initial purchasers.
|
|
8-K
|
|
4/17/13
|
|
10.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
10.67
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement +
|
|
10-Q
|
|
4/24/14
|
|
10.01
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10.68
|
|
Registration Rights Agreement dated as of March 27, 2015 between VeriSign, Inc. and J.P. Morgan Securities LLC.
|
|
8-K
|
|
3/30/15
|
|
10.01
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10.69
|
|
Credit Agreement dated as of March 31, 2015 among VeriSign, Inc., the Lenders as defined therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Europe Limited, as London Agent.
|
|
8-K
|
|
4/1/15
|
|
99.1
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10.70
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Form of Employee Restricted Stock Unit Agreement +
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
21.01
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
23.01
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
24.01
|
|
Powers of Attorney (Included as part of the signature pages hereto).
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
31.01
|
|
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
31.02
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
32.01
|
|
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). **
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
32.02
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code (18 U.S.C. 1350). **
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
|
|
|
|
X
|
*
|
Confidential treatment was received with respect to certain portions of this agreement. Such portions were omitted and filed separately with the Securities and Exchange Commission.
|
**
|
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.
|
|
By:
|
/S/ D. J
AMES
B
IDZOS
|
|
|
D. James Bidzos
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
|
|
/S/ D. J
AMES
B
IDZOS
|
|
President, Chief Executive Officer,
Executive Chairman and Director
(Principal Executive Officer)
|
D. J
AMES
B
IDZOS
|
|
|
|
|
|
|
|
|
/S/ G
EORGE
E. K
ILGUSS
, III
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
G
EORGE
E. K
ILGUSS
, III
|
|
|
|
|
|
/S/ W
ILLIAM
L. C
HENEVICH
|
|
Director
|
W
ILLIAM
L. C
HENEVICH
|
|
|
|
|
|
/S/ K
ATHLEEN
A. C
OTE
|
|
Director
|
K
ATHLEEN
A. C
OTE
|
|
|
|
|
|
/S/ T
HOMAS
F. F
RIST
, III
|
|
Director
|
T
HOMAS
F. F
RIST
, III
|
|
|
|
|
|
/S/ J
AMIE
S. G
ORELICK
|
|
Director
|
J
AMIE
S. G
ORELICK
|
|
|
|
|
|
/S/ R
OGER
H. M
OORE
|
|
Director
|
R
OGER
H. M
OORE
|
|
|
|
|
|
/S/ L
OUIS
A. S
IMPSON
|
|
Director
|
L
OUIS
A. S
IMPSON
|
|
|
|
|
|
/S/ T
IMOTHY
T
OMLINSON
|
|
Director
|
T
IMOTHY
T
OMLINSON
|
|
|
Financial Statement Description
|
Page
|
|
December 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
228,659
|
|
|
$
|
191,608
|
|
Marketable securities
|
1,686,771
|
|
|
1,233,076
|
|
||
Accounts receivable, net
|
12,638
|
|
|
13,448
|
|
||
Other current assets
|
39,856
|
|
|
41,658
|
|
||
Total current assets
|
1,967,924
|
|
|
1,479,790
|
|
||
Property and equipment, net
|
295,570
|
|
|
319,028
|
|
||
Goodwill
|
52,527
|
|
|
52,527
|
|
||
Deferred tax assets
|
17,361
|
|
|
33,887
|
|
||
Other long-term assets
|
24,355
|
|
|
15,918
|
|
||
Total long-term assets
|
389,813
|
|
|
421,360
|
|
||
Total assets
|
$
|
2,357,737
|
|
|
$
|
1,901,150
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
188,171
|
|
|
$
|
190,278
|
|
Deferred revenues
|
680,483
|
|
|
621,307
|
|
||
Subordinated convertible debentures, including contingent interest derivative
|
634,326
|
|
|
620,620
|
|
||
Total current liabilities
|
1,502,980
|
|
|
1,432,205
|
|
||
Long-term deferred revenues
|
280,859
|
|
|
269,047
|
|
||
Senior notes
|
1,235,354
|
|
|
740,175
|
|
||
Deferred tax liabilities
|
294,194
|
|
|
244,467
|
|
||
Other long-term tax liabilities
|
114,797
|
|
|
98,722
|
|
||
Total long-term liabilities
|
1,925,204
|
|
|
1,352,411
|
|
||
Total liabilities
|
3,428,184
|
|
|
2,784,616
|
|
||
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: 322,990 at December 31, 2015 and 321,699 at December 31, 2014; Outstanding shares: 110,072 at December 31, 2015 and 118,452 at December 31, 2014
|
323
|
|
|
322
|
|
||
Additional paid-in capital
|
17,558,822
|
|
|
18,120,045
|
|
||
Accumulated deficit
|
(18,625,599
|
)
|
|
(19,000,835
|
)
|
||
Accumulated other comprehensive loss
|
(3,993
|
)
|
|
(2,998
|
)
|
||
Total stockholders’ deficit
|
(1,070,447
|
)
|
|
(883,466
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
2,357,737
|
|
|
$
|
1,901,150
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
$
|
1,059,366
|
|
|
$
|
1,010,117
|
|
|
$
|
965,087
|
|
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenues
|
192,788
|
|
|
188,425
|
|
|
187,013
|
|
|||
Sales and marketing
|
90,184
|
|
|
92,001
|
|
|
89,337
|
|
|||
Research and development
|
63,718
|
|
|
67,777
|
|
|
70,297
|
|
|||
General and administrative
|
106,730
|
|
|
97,487
|
|
|
90,208
|
|
|||
Total costs and expenses
|
453,420
|
|
|
445,690
|
|
|
436,855
|
|
|||
Operating income
|
605,946
|
|
|
564,427
|
|
|
528,232
|
|
|||
Interest expense
|
(107,631
|
)
|
|
(85,994
|
)
|
|
(74,761
|
)
|
|||
Non-operating (loss) income, net
|
(10,665
|
)
|
|
4,878
|
|
|
3,300
|
|
|||
Income before income taxes
|
487,650
|
|
|
483,311
|
|
|
456,771
|
|
|||
Income tax (expense) benefit
|
(112,414
|
)
|
|
(128,051
|
)
|
|
87,679
|
|
|||
Net income
|
375,236
|
|
|
355,260
|
|
|
544,450
|
|
|||
Realized foreign currency translation adjustments, included in net income
|
(291
|
)
|
|
—
|
|
|
81
|
|
|||
Unrealized (loss) gain on investments
|
(519
|
)
|
|
84
|
|
|
(369
|
)
|
|||
Realized (gain) loss on investments, included in net income
|
(185
|
)
|
|
3
|
|
|
(2,409
|
)
|
|||
Other comprehensive (loss) income
|
(995
|
)
|
|
87
|
|
|
(2,697
|
)
|
|||
Comprehensive income
|
$
|
374,241
|
|
|
$
|
355,347
|
|
|
$
|
541,753
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.29
|
|
|
$
|
2.80
|
|
|
$
|
3.77
|
|
Diluted
|
$
|
2.82
|
|
|
$
|
2.52
|
|
|
$
|
3.49
|
|
Shares used to compute earnings per share
|
|
|
|
|
|
||||||
Basic
|
114,155
|
|
|
126,710
|
|
|
144,591
|
|
|||
Diluted
|
133,031
|
|
|
140,895
|
|
|
155,786
|
|
|
|
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Deficit
|
|||||||||||||
|
|
Common Stock
|
|
||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2012
|
|
153,392
|
|
|
$
|
319
|
|
|
$
|
19,891,291
|
|
|
$
|
(19,900,545
|
)
|
|
$
|
(388
|
)
|
|
$
|
(9,323
|
)
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
544,450
|
|
|
—
|
|
|
544,450
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,697
|
)
|
|
(2,697
|
)
|
|||||
Issuance of common stock under stock plans
|
|
1,636
|
|
|
1
|
|
|
20,666
|
|
|
—
|
|
|
—
|
|
|
20,667
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
39,642
|
|
|
—
|
|
|
—
|
|
|
39,642
|
|
|||||
Net excess income tax benefits associated with stock-based compensation
|
|
—
|
|
|
—
|
|
|
19,320
|
|
|
—
|
|
|
—
|
|
|
19,320
|
|
|||||
Repurchase of common stock
|
|
(21,304
|
)
|
|
—
|
|
|
(1,035,617
|
)
|
|
—
|
|
|
—
|
|
|
(1,035,617
|
)
|
|||||
Balance at December 31, 2013
|
|
133,724
|
|
|
320
|
|
|
18,935,302
|
|
|
(19,356,095
|
)
|
|
(3,085
|
)
|
|
(423,558
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355,260
|
|
|
—
|
|
|
355,260
|
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|||||
Issuance of common stock under stock plans
|
|
1,341
|
|
|
2
|
|
|
17,595
|
|
|
—
|
|
|
—
|
|
|
17,597
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
46,728
|
|
|
—
|
|
|
—
|
|
|
46,728
|
|
|||||
Net excess income tax benefits associated with stock-based compensation
|
|
—
|
|
|
—
|
|
|
3,823
|
|
|
—
|
|
|
—
|
|
|
3,823
|
|
|||||
Repurchase of common stock
|
|
(16,613
|
)
|
|
—
|
|
|
(883,403
|
)
|
|
—
|
|
|
—
|
|
|
(883,403
|
)
|
|||||
Balance at December 31, 2014
|
|
118,452
|
|
|
322
|
|
|
18,120,045
|
|
|
(19,000,835
|
)
|
|
(2,998
|
)
|
|
(883,466
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375,236
|
|
|
—
|
|
|
375,236
|
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(995
|
)
|
|
(995
|
)
|
|||||
Issuance of common stock under stock plans
|
|
1,291
|
|
|
1
|
|
|
14,689
|
|
|
—
|
|
|
—
|
|
|
14,690
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
48,793
|
|
|
—
|
|
|
—
|
|
|
48,793
|
|
|||||
Net excess income tax benefits associated with stock-based compensation
|
|
—
|
|
|
—
|
|
|
18,464
|
|
|
—
|
|
|
—
|
|
|
18,464
|
|
|||||
Repurchase of common stock
|
|
(9,671
|
)
|
|
—
|
|
|
(643,169
|
)
|
|
—
|
|
|
—
|
|
|
(643,169
|
)
|
|||||
Balance at December 31, 2015
|
|
110,072
|
|
|
$
|
323
|
|
|
$
|
17,558,822
|
|
|
$
|
(18,625,599
|
)
|
|
$
|
(3,993
|
)
|
|
$
|
(1,070,447
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
375,236
|
|
|
$
|
355,260
|
|
|
$
|
544,450
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment
|
61,491
|
|
|
63,690
|
|
|
60,655
|
|
|||
Stock-based compensation
|
46,075
|
|
|
43,977
|
|
|
36,649
|
|
|||
Excess tax benefit associated with stock-based compensation
|
(18,464
|
)
|
|
(6,054
|
)
|
|
(19,320
|
)
|
|||
Unrealized loss (gain) on contingent interest derivative on Subordinated Convertible Debentures
|
14,130
|
|
|
(2,249
|
)
|
|
17,801
|
|
|||
Payment of contingent interest
|
(10,759
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of debt discount and issuance costs
|
12,292
|
|
|
10,878
|
|
|
9,748
|
|
|||
(Gain) loss on investments
|
(185
|
)
|
|
5
|
|
|
(18,861
|
)
|
|||
Other, net
|
(1,596
|
)
|
|
475
|
|
|
4,434
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable
|
661
|
|
|
(73
|
)
|
|
(2,500
|
)
|
|||
Prepaid expenses and other assets
|
(1,728
|
)
|
|
11,571
|
|
|
(2,694
|
)
|
|||
Accounts payable and accrued liabilities
|
21,013
|
|
|
45,419
|
|
|
19,065
|
|
|||
Deferred revenues
|
70,988
|
|
|
34,518
|
|
|
43,254
|
|
|||
Net deferred income taxes and other long-term tax liabilities
|
82,328
|
|
|
43,532
|
|
|
(113,284
|
)
|
|||
Net cash provided by operating activities
|
651,482
|
|
|
600,949
|
|
|
579,397
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Proceeds from maturities and sales of marketable securities and investments
|
2,767,027
|
|
|
3,428,659
|
|
|
3,508,569
|
|
|||
Purchases of marketable securities
|
(3,219,329
|
)
|
|
(3,277,096
|
)
|
|
(3,450,068
|
)
|
|||
Purchases of property and equipment
|
(40,656
|
)
|
|
(39,327
|
)
|
|
(65,594
|
)
|
|||
Other investing activities
|
(3,941
|
)
|
|
452
|
|
|
(3,969
|
)
|
|||
Net cash (used in) provided by investing activities
|
(496,899
|
)
|
|
112,688
|
|
|
(11,062
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock from option exercises and employee stock purchase plans
|
14,690
|
|
|
17,597
|
|
|
20,667
|
|
|||
Repurchases of common stock
|
(643,169
|
)
|
|
(883,403
|
)
|
|
(1,035,617
|
)
|
|||
Proceeds from borrowings, net of issuance costs
|
492,237
|
|
|
—
|
|
|
738,297
|
|
|||
Repayment of borrowings
|
—
|
|
|
—
|
|
|
(100,000
|
)
|
|||
Excess tax benefit associated with stock-based compensation
|
18,464
|
|
|
6,054
|
|
|
19,320
|
|
|||
Net cash used in financing activities
|
(117,778
|
)
|
|
(859,752
|
)
|
|
(357,333
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
246
|
|
|
(1,500
|
)
|
|
(2,515
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
37,051
|
|
|
(147,615
|
)
|
|
208,487
|
|
|||
Cash and cash equivalents at beginning of period
|
191,608
|
|
|
339,223
|
|
|
130,736
|
|
|||
Cash and cash equivalents at end of period
|
$
|
228,659
|
|
|
$
|
191,608
|
|
|
$
|
339,223
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
||||||
Cash paid for interest, net of capitalized interest
|
$
|
99,473
|
|
|
$
|
75,088
|
|
|
$
|
58,928
|
|
Cash paid for income taxes, net of refunds received
|
$
|
39,723
|
|
|
$
|
35,201
|
|
|
$
|
26,133
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Third-party implementation and consulting services
|
$
|
426
|
|
|
$
|
1,305
|
|
Internally developed software
|
$
|
20,061
|
|
|
$
|
20,039
|
|
•
|
Persuasive evidence of an arrangement exists: It is the Company’s customary practice to have a written contract, signed by both the customer and Verisign or a service order form from those customers who have previously negotiated a standard master services agreement with Verisign.
|
•
|
Delivery has occurred or services have been rendered: The Company’s services are usually delivered continuously from service activation date through the term of the arrangement.
|
•
|
The fee is fixed or determinable: Substantially all of the Company’s revenue arrangements have fixed or determinable fees.
|
•
|
Collectability is reasonably assured: Collectability is assessed on a customer-by-customer basis. Verisign typically sells to customers for whom there is a history of successful collection. The majority of customers either maintain a deposit with Verisign or provide an irrevocable letter of credit in excess of the amounts owed. New customers are subjected to a credit review process that evaluates the customer’s financial condition and, ultimately, their ability to pay. If Verisign determines from the outset of an arrangement that collectability is not probable based upon its credit review process, revenues are recognized as cash is collected.
|
•
|
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,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash
|
$
|
99,027
|
|
|
$
|
110,799
|
|
Money market funds
|
137,593
|
|
|
85,453
|
|
||
Time deposits
|
4,007
|
|
|
3,384
|
|
||
Debt securities issued by the U.S. Treasury
|
1,685,882
|
|
|
1,233,076
|
|
||
Equity securities of public companies
|
890
|
|
|
—
|
|
||
Total
|
$
|
1,927,399
|
|
|
$
|
1,432,712
|
|
|
|
|
|
||||
Included in Cash and cash equivalents
|
$
|
228,659
|
|
|
$
|
191,608
|
|
Included in Marketable securities
|
$
|
1,686,771
|
|
|
$
|
1,233,076
|
|
Included in Other long-term assets (Restricted cash)
|
$
|
11,969
|
|
|
$
|
8,028
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
(In thousands)
|
||||||||||||||
As of December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments in money market funds
|
$
|
137,593
|
|
|
$
|
137,593
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities issued by the U.S. Treasury
|
1,685,882
|
|
|
1,685,882
|
|
|
—
|
|
|
—
|
|
||||
Equity securities of public companies
|
890
|
|
|
890
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts (1)
|
230
|
|
|
—
|
|
|
230
|
|
|
—
|
|
||||
Total
|
$
|
1,824,595
|
|
|
$
|
1,824,365
|
|
|
$
|
230
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent interest derivative on Subordinated Convertible Debentures
|
$
|
30,126
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,126
|
|
Foreign currency forward contracts (2)
|
164
|
|
|
—
|
|
|
164
|
|
|
—
|
|
||||
Total
|
$
|
30,290
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
30,126
|
|
As of December 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments in money market funds
|
$
|
85,453
|
|
|
$
|
85,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities issued by the U.S. Treasury
|
1,233,076
|
|
|
1,233,076
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency forward contracts (1)
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
||||
Total
|
$
|
1,318,859
|
|
|
$
|
1,318,529
|
|
|
$
|
330
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent interest derivative on Subordinated Convertible Debentures
|
$
|
26,755
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,755
|
|
Foreign currency forward contracts (2)
|
169
|
|
|
—
|
|
|
169
|
|
|
—
|
|
||||
Total
|
$
|
26,924
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
26,755
|
|
(1)
|
Included in Other current assets
|
(2)
|
Included in Accounts payable and accrued liabilities
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Beginning balance
|
$
|
26,755
|
|
|
$
|
29,004
|
|
Unrealized loss (gain) on contingent interest derivative on Subordinated Convertible Debentures
|
14,130
|
|
|
(2,249
|
)
|
||
Payment of contingent interest
|
(10,759
|
)
|
|
—
|
|
||
Ending balance
|
$
|
30,126
|
|
|
$
|
26,755
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Prepaid expenses
|
$
|
14,823
|
|
|
$
|
16,190
|
|
Income tax receivables
|
23,098
|
|
|
23,448
|
|
||
Other
|
1,935
|
|
|
2,020
|
|
||
Total other current assets
|
$
|
39,856
|
|
|
$
|
41,658
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
31,141
|
|
|
$
|
31,141
|
|
Buildings and building improvements
|
244,760
|
|
|
243,300
|
|
||
Computer equipment and software
|
432,463
|
|
|
403,945
|
|
||
Capital work in progress
|
5,406
|
|
|
7,520
|
|
||
Office equipment and furniture
|
6,203
|
|
|
6,341
|
|
||
Leasehold improvements
|
1,350
|
|
|
1,858
|
|
||
Total cost
|
721,323
|
|
|
694,105
|
|
||
Less: accumulated depreciation
|
(425,753
|
)
|
|
(375,077
|
)
|
||
Total property and equipment, net
|
$
|
295,570
|
|
|
$
|
319,028
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(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,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Long-term restricted cash
|
11,969
|
|
|
8,028
|
|
||
Other tax receivable
|
5,673
|
|
|
5,673
|
|
||
Long-term prepaid expenses and other assets
|
6,713
|
|
|
2,217
|
|
||
Total other long-term assets
|
$
|
24,355
|
|
|
$
|
15,918
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Accounts payable
|
$
|
23,298
|
|
|
$
|
29,335
|
|
Accrued employee compensation
|
51,851
|
|
|
49,470
|
|
||
Customer deposits, net
|
48,307
|
|
|
30,103
|
|
||
Interest Payable
|
27,701
|
|
|
21,138
|
|
||
Taxes payable and other tax liabilities
|
16,943
|
|
|
47,079
|
|
||
Other accrued liabilities
|
20,071
|
|
|
13,153
|
|
||
Total accounts payable and accrued liabilities
|
$
|
188,171
|
|
|
$
|
190,278
|
|
Principal value of Subordinated Convertible Debentures
|
|
$
|
1,250,000
|
|
Less: Issuance costs
|
|
(25,777
|
)
|
|
Net proceeds, Subordinated Convertible Debentures
|
|
$
|
1,224,223
|
|
Amounts recognized at issuance:
|
|
|
||
Subordinated Convertible Debentures, including contingent interest derivative (net of issuance costs of $11,328)
|
|
$
|
546,915
|
|
Additional paid-in capital
|
|
418,996
|
|
|
Long-term deferred tax liabilities
|
|
267,225
|
|
|
Non-operating loss
|
|
(8,913
|
)
|
|
Net proceeds, Subordinated Convertible Debentures
|
|
$
|
1,224,223
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Debt discount upon issuance (net of issuance costs of $14,449)
|
$
|
686,221
|
|
|
$
|
686,221
|
|
Deferred taxes associated with the debt discount upon issuance
|
(267,225
|
)
|
|
(267,225
|
)
|
||
Carrying amount of equity component
|
$
|
418,996
|
|
|
$
|
418,996
|
|
|
|
|
|
||||
Principal amount of Subordinated Convertible Debentures
|
$
|
1,250,000
|
|
|
$
|
1,250,000
|
|
Unamortized discount of liability component
|
(635,378
|
)
|
|
(645,565
|
)
|
||
Unamortized debt issuance costs associated with the liability component
|
(10,422
|
)
|
|
(10,570
|
)
|
||
Carrying amount of liability component
|
604,200
|
|
|
593,865
|
|
||
Contingent interest derivative
|
30,126
|
|
|
26,755
|
|
||
Subordinated Convertible Debentures, including contingent interest derivative
|
$
|
634,326
|
|
|
$
|
620,620
|
|
|
Year Ended December 31,
|
||||||||||
2015
|
|
2014
|
|
2013
|
|||||||
|
(In thousands)
|
||||||||||
Contractual interest on Subordinated Convertible Debentures
|
$
|
40,625
|
|
|
$
|
40,625
|
|
|
$
|
40,625
|
|
Contractual interest on Senior Notes
|
54,667
|
|
|
34,688
|
|
|
24,570
|
|
|||
Amortization of debt discount on the Subordinated Convertible Debentures
|
10,218
|
|
|
9,412
|
|
|
8,670
|
|
|||
Interest capitalized to Property and equipment, net
|
(586
|
)
|
|
(707
|
)
|
|
(1,218
|
)
|
|||
Credit facility and other interest expense
|
2,707
|
|
|
1,976
|
|
|
2,114
|
|
|||
Total interest expense
|
$
|
107,631
|
|
|
$
|
85,994
|
|
|
$
|
74,761
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Shares
|
|
Average Price
|
|
Shares
|
|
Average Price
|
|
Shares
|
|
Average Price
|
|||||||||||||
|
(In thousands, except average price amounts)
|
||||||||||||||||||||||
Total repurchases under the repurchase plans
|
9,338
|
|
|
$
|
66.59
|
|
|
16,316
|
|
|
$
|
53.15
|
|
|
21,006
|
|
|
$
|
48.65
|
|
|||
Total repurchases for tax withholdings
|
333
|
|
|
$
|
64.03
|
|
|
297
|
|
|
$
|
54.73
|
|
|
298
|
|
|
$
|
46.16
|
|
|||
Total repurchases
|
9,671
|
|
|
$
|
66.50
|
|
|
16,613
|
|
|
$
|
53.18
|
|
|
21,304
|
|
|
$
|
48.61
|
|
|||
Total costs
|
$
|
643,169
|
|
|
|
|
$
|
883,403
|
|
|
|
|
$
|
1,035,617
|
|
|
|
|
Foreign Currency Translation Adjustments Loss
|
|
Unrealized Gain (Loss) On Investments
|
|
Total Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance, December 31, 2013
|
$
|
(3,160
|
)
|
|
$
|
75
|
|
|
$
|
(3,085
|
)
|
Changes
|
—
|
|
|
87
|
|
|
87
|
|
|||
Balance, December 31, 2014
|
(3,160
|
)
|
|
162
|
|
|
(2,998
|
)
|
|||
Changes
|
(291
|
)
|
|
(704
|
)
|
|
(995
|
)
|
|||
Balance, December 31, 2015
|
$
|
(3,451
|
)
|
|
$
|
(542
|
)
|
|
$
|
(3,993
|
)
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
|
(In thousands)
|
|||||||
Weighted-average shares of common stock outstanding
|
114,155
|
|
|
126,710
|
|
|
144,591
|
|
Weighted-average potential shares of common stock outstanding:
|
|
|
|
|
|
|||
Conversion spread related to Subordinated Convertible Debentures
|
18,047
|
|
|
13,384
|
|
|
10,361
|
|
Unvested RSUs
|
785
|
|
|
740
|
|
|
709
|
|
Stock options and ESPP
|
44
|
|
|
61
|
|
|
125
|
|
Shares used to compute diluted earnings per share
|
133,031
|
|
|
140,895
|
|
|
155,786
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
U.S
|
$
|
639,170
|
|
|
$
|
616,125
|
|
|
$
|
585,201
|
|
EMEA
|
193,623
|
|
|
182,897
|
|
|
169,767
|
|
|||
APAC
|
151,461
|
|
|
133,748
|
|
|
129,664
|
|
|||
Other
|
75,112
|
|
|
77,347
|
|
|
80,455
|
|
|||
Total revenues
|
$
|
1,059,366
|
|
|
$
|
1,010,117
|
|
|
$
|
965,087
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
U.S
|
$
|
287,986
|
|
|
$
|
308,563
|
|
EMEA
|
7,544
|
|
|
9,919
|
|
||
APAC
|
40
|
|
|
546
|
|
||
Total property and equipment, net
|
$
|
295,570
|
|
|
$
|
319,028
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Stock-based compensation:
|
|
|
|
|
|
||||||
Cost of revenues
|
$
|
7,009
|
|
|
$
|
6,400
|
|
|
$
|
6,156
|
|
Sales and marketing
|
6,763
|
|
|
8,023
|
|
|
6,252
|
|
|||
Research and development
|
6,488
|
|
|
7,018
|
|
|
7,199
|
|
|||
General and administrative
|
25,815
|
|
|
22,536
|
|
|
17,042
|
|
|||
Total stock-based compensation
|
$
|
46,075
|
|
|
$
|
43,977
|
|
|
$
|
36,649
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
RSUs
|
$
|
36,664
|
|
|
$
|
32,304
|
|
|
$
|
29,123
|
|
Performance-based RSUs
|
8,078
|
|
|
10,232
|
|
|
5,033
|
|
|||
ESPP
|
4,051
|
|
|
4,192
|
|
|
5,486
|
|
|||
Capitalization (Included in Property and equipment, net)
|
(2,718
|
)
|
|
(2,751
|
)
|
|
(2,993
|
)
|
|||
Total stock-based compensation expense
|
$
|
46,075
|
|
|
$
|
43,977
|
|
|
$
|
36,649
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
||||||||||
|
(Shares in thousands)
|
|||||||||||||||||||
Unvested at beginning of period
|
2,179
|
|
|
$
|
46.36
|
|
|
2,442
|
|
|
$
|
38.00
|
|
|
2,478
|
|
|
$
|
32.07
|
|
Granted
|
1,075
|
|
|
61.74
|
|
|
909
|
|
|
55.05
|
|
|
1,132
|
|
|
45.08
|
|
|||
Vested and settled
|
(932
|
)
|
|
43.92
|
|
|
(878
|
)
|
|
35.99
|
|
|
(900
|
)
|
|
30.73
|
|
|||
Forfeited
|
(212
|
)
|
|
51.47
|
|
|
(294
|
)
|
|
44.00
|
|
|
(268
|
)
|
|
36.09
|
|
|||
|
2,110
|
|
|
$
|
54.77
|
|
|
2,179
|
|
|
$
|
46.36
|
|
|
2,442
|
|
|
$
|
38.00
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Realized net gain (loss) on investments
|
$
|
185
|
|
|
$
|
(5
|
)
|
|
$
|
18,861
|
|
Unrealized (loss) gain on contingent interest derivative on Subordinated Convertible Debentures
|
(14,130
|
)
|
|
2,249
|
|
|
(17,801
|
)
|
|||
Interest and dividend income
|
2,128
|
|
|
922
|
|
|
1,897
|
|
|||
Other, net
|
1,152
|
|
|
1,712
|
|
|
343
|
|
|||
Total non-operating (loss) income, net
|
$
|
(10,665
|
)
|
|
$
|
4,878
|
|
|
$
|
3,300
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
United States
|
$
|
248,932
|
|
|
$
|
270,373
|
|
|
$
|
250,041
|
|
Foreign
|
238,718
|
|
|
212,938
|
|
|
206,730
|
|
|||
Total income before income taxes
|
$
|
487,650
|
|
|
$
|
483,311
|
|
|
$
|
456,771
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Current (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
$
|
(13,601
|
)
|
|
$
|
(4,643
|
)
|
|
$
|
(1,104
|
)
|
State
|
(156
|
)
|
|
14
|
|
|
(8,150
|
)
|
|||
Foreign, including withholding tax
|
(17,241
|
)
|
|
(69,614
|
)
|
|
(13,613
|
)
|
|||
|
(30,998
|
)
|
|
(74,243
|
)
|
|
(22,867
|
)
|
|||
Deferred (expense) benefit:
|
|
|
|
|
|
||||||
Federal
|
(65,168
|
)
|
|
(76,614
|
)
|
|
53,629
|
|
|||
State
|
(15,767
|
)
|
|
(15,402
|
)
|
|
66,701
|
|
|||
Foreign
|
(481
|
)
|
|
38,208
|
|
|
(9,784
|
)
|
|||
|
(81,416
|
)
|
|
(53,808
|
)
|
|
110,546
|
|
|||
Total income tax (expense) benefit
|
$
|
(112,414
|
)
|
|
$
|
(128,051
|
)
|
|
$
|
87,679
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Income tax expense at federal statutory rate
|
$
|
(170,677
|
)
|
|
$
|
(169,159
|
)
|
|
$
|
(159,870
|
)
|
State taxes, net of federal benefit
|
(9,616
|
)
|
|
(11,308
|
)
|
|
(13,821
|
)
|
|||
Differences between statutory rate and foreign effective tax rate
|
66,238
|
|
|
57,876
|
|
|
51,016
|
|
|||
Reorganization of certain non-U.S. operations
|
—
|
|
|
(14,474
|
)
|
|
—
|
|
|||
Tax (expense) benefit from worthless stock deduction
|
—
|
|
|
(14,497
|
)
|
|
1,717,466
|
|
|||
Change in valuation allowance
|
(434
|
)
|
|
41,700
|
|
|
(1,195,303
|
)
|
|||
Repatriation of foreign earnings
|
—
|
|
|
4,164
|
|
|
(167,115
|
)
|
|||
Accrual for uncertain tax positions
|
(706
|
)
|
|
(22,719
|
)
|
|
(140,596
|
)
|
|||
Other
|
2,781
|
|
|
366
|
|
|
(4,098
|
)
|
|||
Total income tax (expense) benefit
|
$
|
(112,414
|
)
|
|
$
|
(128,051
|
)
|
|
$
|
87,679
|
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
56,108
|
|
|
$
|
61,059
|
|
Deductible goodwill and intangible assets
|
21,044
|
|
|
34,586
|
|
||
Tax credit carryforwards
|
86,951
|
|
|
100,190
|
|
||
Deferred revenue, accruals and reserves
|
106,572
|
|
|
103,794
|
|
||
Capital loss carryforwards and book impairment of investments
|
1,162,320
|
|
|
1,161,896
|
|
||
Other
|
5,039
|
|
|
4,956
|
|
||
Total deferred tax assets
|
1,438,034
|
|
|
1,466,481
|
|
||
Valuation allowance
|
(1,162,604
|
)
|
|
(1,162,170
|
)
|
||
Net deferred tax assets
|
275,430
|
|
|
304,311
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
(10,787
|
)
|
|
(16,115
|
)
|
||
Subordinated Convertible debentures
|
(538,098
|
)
|
|
(494,625
|
)
|
||
Other
|
(3,378
|
)
|
|
(4,151
|
)
|
||
Total deferred tax liabilities
|
(552,263
|
)
|
|
(514,891
|
)
|
||
Total net deferred tax liabilities
|
$
|
(276,833
|
)
|
|
$
|
(210,580
|
)
|
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Gross unrecognized tax benefits at January 1
|
$
|
219,908
|
|
|
$
|
197,189
|
|
Increases in tax positions for prior years
|
—
|
|
|
22,538
|
|
||
Increases in tax positions for current year
|
372
|
|
|
181
|
|
||
Gross unrecognized tax benefits at December 31
|
$
|
220,280
|
|
|
$
|
219,908
|
|
|
Purchase Obligations
|
|
.tv
Agreement
|
|
Senior Notes
|
|
Subordinated Convertible Debentures
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2016
|
$
|
28,001
|
|
|
$
|
5,000
|
|
|
$
|
60,938
|
|
|
$
|
47,170
|
|
|
$
|
141,109
|
|
2017
|
3,950
|
|
|
5,000
|
|
|
60,938
|
|
|
40,625
|
|
|
110,513
|
|
|||||
2018
|
47
|
|
|
5,000
|
|
|
60,938
|
|
|
40,625
|
|
|
106,610
|
|
|||||
2019
|
—
|
|
|
5,000
|
|
|
60,938
|
|
|
40,625
|
|
|
106,563
|
|
|||||
2020
|
—
|
|
|
5,000
|
|
|
60,938
|
|
|
40,625
|
|
|
106,563
|
|
|||||
Thereafter
|
—
|
|
|
5,000
|
|
|
1,472,187
|
|
|
1,925,391
|
|
|
3,402,578
|
|
|||||
Total
|
$
|
31,998
|
|
|
$
|
30,000
|
|
|
$
|
1,776,877
|
|
|
$
|
2,135,061
|
|
|
$
|
3,973,936
|
|
|
|
|
|
|
Participant:
|
|
|
|
|
|
|
|
||
Number of RSUs:
|
|
|
|
|
|
|
|
||
Date of Grant:
|
|
|
|
|
|
|
|||
Expiration Date:
|
|
The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date.
|
||
|
|
|
||
Vesting Schedule:
|
|
The RSUs will vest as follows:
|
|
|
|
|
|
|
|
|
|
||||||
VERISIGN, INC.
|
|
|
|
PARTICIPANT
|
||||||||
|
|
|
|
|||||||||
By:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
(Signature)
|
||||||
|
|
|
||||||||||
|
|
|
|
|
||||||||
(Please print name)
|
|
|
|
(Please print name)
|
||||||||
|
|
|
||||||||||
|
|
|
|
|
||||||||
(Please print title)
|
|
|
|
|
Name of Subsidiary
|
Jurisdiction
|
eNIC Cocos (Keeling) Island Pty. Ltd.
|
Australia
|
eNIC Corporation
|
U.S. - Washington
|
Global Registration Services Limited
|
United Kingdom
|
Thawte Consulting (Pty) Limited
|
South Africa
|
Thawte Holdings (Pty) Limited
|
South Africa
|
The .tv Corporation International
|
U.S. - Delaware
|
The .TV Corporation (Tuvalu) Pty Ltd.
|
Tuvalu
|
VeriSign Deutschland GmbH
|
Germany
|
VeriSign do Brasil Servicos para Internet Ltda
|
Brazil
|
VeriSign Holdings Limited
|
Cayman Islands
|
VeriSign India Private Limited
|
India
|
VeriSign International Holdings, Inc.
|
U.S. - Delaware
|
VeriSign Internet Services Sárl
|
Switzerland
|
VeriSign Internet Technology Services (Beijing) Co., Ltd.
|
China
|
VeriSign Israel Ltd.
|
Israel
|
VeriSign Naming and Directory Services, LLC
|
U.S. - Delaware
|
VeriSign Netherlands B.V.
|
Netherlands
|
VeriSign Sárl
|
Switzerland
|
VeriSign Services India Private Limited
|
India
|
VeriSign Spain S.L.
|
Spain
|
VeriSign Switzerland SA
|
Switzerland
|
Whiteley Investments, Ltd.
|
United Kingdom
|
Date: February 19, 2016
|
By:
|
/S/ D. J
AMES
B
IDZOS
|
|
|
D. James Bidzos
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: February 19, 2016
|
By:
|
/S/ G
EORGE
E. K
ILGUSS
, III
|
|
|
George E. Kilguss, III
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: February 19, 2016
|
/S/ D. J
AMES
B
IDZOS
|
|
D. James Bidzos
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: February 19, 2016
|
/S/ G
EORGE
E. K
ILGUSS
, III
|
|
George E. Kilguss, III
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|