|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-3221585
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
12061 Bluemont Way, Reston, Virginia
|
|
20190
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
o
|
Class
|
|
Shares Outstanding as of April 22, 2015
|
Common stock, $.001 par value
|
|
108,475,524
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
Financial Statement Description
|
Page
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
234,025
|
|
|
$
|
228,659
|
|
Marketable securities
|
1,661,804
|
|
|
1,686,771
|
|
||
Accounts receivable, net
|
16,188
|
|
|
12,638
|
|
||
Other current assets
|
34,040
|
|
|
39,856
|
|
||
Total current assets
|
1,946,057
|
|
|
1,967,924
|
|
||
Property and equipment, net
|
286,202
|
|
|
295,570
|
|
||
Goodwill
|
52,527
|
|
|
52,527
|
|
||
Deferred tax assets
|
15,324
|
|
|
17,361
|
|
||
Other long-term assets
|
23,563
|
|
|
24,355
|
|
||
Total long-term assets
|
377,616
|
|
|
389,813
|
|
||
Total assets
|
$
|
2,323,673
|
|
|
$
|
2,357,737
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
148,677
|
|
|
$
|
188,171
|
|
Deferred revenues
|
703,599
|
|
|
680,483
|
|
||
Subordinated convertible debentures, including contingent interest derivative
|
629,437
|
|
|
634,326
|
|
||
Total current liabilities
|
1,481,713
|
|
|
1,502,980
|
|
||
Long-term deferred revenues
|
288,741
|
|
|
280,859
|
|
||
Senior notes
|
1,235,813
|
|
|
1,235,354
|
|
||
Deferred tax liabilities
|
310,856
|
|
|
294,194
|
|
||
Other long-term tax liabilities
|
114,573
|
|
|
114,797
|
|
||
Total long-term liabilities
|
1,949,983
|
|
|
1,925,204
|
|
||
Total liabilities
|
3,431,696
|
|
|
3,428,184
|
|
||
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:323,884 at March 31, 2016 and 322,990 at December 31, 2015; Outstanding shares:108,879 at March 31, 2016 and 110,072 at December 31, 2015
|
324
|
|
|
323
|
|
||
Additional paid-in capital
|
17,412,920
|
|
|
17,558,822
|
|
||
Accumulated deficit
|
(18,518,143
|
)
|
|
(18,625,599
|
)
|
||
Accumulated other comprehensive loss
|
(3,124
|
)
|
|
(3,993
|
)
|
||
Total stockholders’ deficit
|
(1,108,023
|
)
|
|
(1,070,447
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
2,323,673
|
|
|
$
|
2,357,737
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues
|
$
|
281,876
|
|
|
$
|
258,422
|
|
Costs and expenses:
|
|
|
|
||||
Cost of revenues
|
50,582
|
|
|
48,353
|
|
||
Sales and marketing
|
20,027
|
|
|
22,382
|
|
||
Research and development
|
16,743
|
|
|
17,152
|
|
||
General and administrative
|
27,757
|
|
|
26,298
|
|
||
Total costs and expenses
|
115,109
|
|
|
114,185
|
|
||
Operating income
|
166,767
|
|
|
144,237
|
|
||
Interest expense
|
(28,804
|
)
|
|
(22,017
|
)
|
||
Non-operating income (loss), net
|
3,121
|
|
|
(5,555
|
)
|
||
Income before income taxes
|
141,084
|
|
|
116,665
|
|
||
Income tax expense
|
(33,628
|
)
|
|
(28,427
|
)
|
||
Net income
|
107,456
|
|
|
88,238
|
|
||
Unrealized gain on investments
|
935
|
|
|
87
|
|
||
Realized (gain) on investments, included in net income
|
(66
|
)
|
|
(4
|
)
|
||
Other comprehensive income
|
869
|
|
|
83
|
|
||
Comprehensive income
|
$
|
108,325
|
|
|
$
|
88,321
|
|
|
|
|
|
||||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.98
|
|
|
$
|
0.75
|
|
Diluted
|
$
|
0.82
|
|
|
$
|
0.66
|
|
Shares used to compute earnings per share
|
|
|
|
||||
Basic
|
109,592
|
|
|
117,139
|
|
||
Diluted
|
131,581
|
|
|
133,850
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
107,456
|
|
|
$
|
88,238
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation of property and equipment
|
14,867
|
|
|
15,747
|
|
||
Stock-based compensation
|
11,759
|
|
|
10,128
|
|
||
Excess tax benefit associated with stock-based compensation
|
(6,018
|
)
|
|
(5,993
|
)
|
||
Unrealized (gain) loss on contingent interest derivative on Subordinated Convertible Debentures
|
(1,065
|
)
|
|
7,019
|
|
||
Payment of Contingent interest
|
(6,544
|
)
|
|
(5,225
|
)
|
||
Amortization of debt discount and issuance costs
|
3,267
|
|
|
2,845
|
|
||
Other, net
|
(779
|
)
|
|
(144
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
(3,779
|
)
|
|
(1,282
|
)
|
||
Prepaid expenses and other assets
|
6,524
|
|
|
(3,084
|
)
|
||
Accounts payable and accrued liabilities
|
(31,537
|
)
|
|
(28,816
|
)
|
||
Deferred revenues
|
30,998
|
|
|
34,582
|
|
||
Net deferred income taxes and other long-term tax liabilities
|
18,477
|
|
|
18,654
|
|
||
Net cash provided by operating activities
|
143,626
|
|
|
132,669
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from maturities and sales of marketable securities
|
900,810
|
|
|
325,399
|
|
||
Purchases of marketable securities
|
(874,031
|
)
|
|
(257,415
|
)
|
||
Purchases of property and equipment
|
(7,082
|
)
|
|
(13,042
|
)
|
||
Other investing activities
|
—
|
|
|
(3,787
|
)
|
||
Net cash provided by investing activities
|
19,697
|
|
|
51,155
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock from option exercises and employee stock purchase plans
|
8,084
|
|
|
8,776
|
|
||
Repurchases of common stock
|
(172,360
|
)
|
|
(178,330
|
)
|
||
Proceeds from borrowings, net of issuance costs
|
—
|
|
|
493,824
|
|
||
Excess tax benefit associated with stock-based compensation
|
6,018
|
|
|
5,993
|
|
||
Net cash (used in) provided by financing activities
|
(158,258
|
)
|
|
330,263
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
301
|
|
|
184
|
|
||
Net increase in cash and cash equivalents
|
5,366
|
|
|
514,271
|
|
||
Cash and cash equivalents at beginning of period
|
228,659
|
|
|
191,608
|
|
||
Cash and cash equivalents at end of period
|
$
|
234,025
|
|
|
$
|
705,879
|
|
Supplemental cash flow disclosures:
|
|
|
|
||||
Cash paid for interest
|
$
|
27,028
|
|
|
$
|
25,494
|
|
Cash paid for income taxes, net of refunds received
|
$
|
13,711
|
|
|
$
|
12,970
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash
|
$
|
45,140
|
|
|
$
|
99,027
|
|
Money market funds
|
107,614
|
|
|
137,593
|
|
||
Time deposits
|
3,252
|
|
|
4,007
|
|
||
Debt securities issued by the U.S. Treasury
|
1,750,611
|
|
|
1,685,882
|
|
||
Equity securities of public companies
|
1,181
|
|
|
890
|
|
||
Total
|
$
|
1,907,798
|
|
|
$
|
1,927,399
|
|
|
|
|
|
||||
Included in Cash and cash equivalents
|
$
|
234,025
|
|
|
$
|
228,659
|
|
Included in Marketable securities
|
$
|
1,661,804
|
|
|
$
|
1,686,771
|
|
Included in Other long-term assets (Restricted cash)
|
$
|
11,969
|
|
|
$
|
11,969
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
Total Fair Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
As of March 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments in money market funds
|
$
|
107,614
|
|
|
$
|
107,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt securities issued by the U.S. Treasury
|
1,750,611
|
|
|
1,750,611
|
|
|
—
|
|
|
—
|
|
||||
Equity securities of public companies
|
1,181
|
|
|
1,181
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,859,406
|
|
|
$
|
1,859,406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent interest derivative on the Subordinated Convertible Debentures
|
$
|
22,517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,517
|
|
Foreign currency forward contracts (1)
|
496
|
|
|
—
|
|
|
496
|
|
|
—
|
|
||||
Total
|
$
|
23,013
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
22,517
|
|
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 (2)
|
230
|
|
|
—
|
|
|
230
|
|
|
—
|
|
||||
Total
|
$
|
1,824,595
|
|
|
$
|
1,824,365
|
|
|
$
|
230
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent interest derivative on the Subordinated Convertible Debentures
|
$
|
30,126
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,126
|
|
Foreign currency forward contracts (1)
|
164
|
|
|
—
|
|
|
164
|
|
|
—
|
|
||||
Total
|
$
|
30,290
|
|
|
$
|
—
|
|
|
$
|
164
|
|
|
$
|
30,126
|
|
(1)
|
Included in Accounts payable and accrued liabilities
|
(2)
|
Included in Other current assets
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Beginning balance
|
$
|
30,126
|
|
|
$
|
26,755
|
|
Payment of contingent interest
|
(6,544
|
)
|
|
(5,225
|
)
|
||
Unrealized (gain) loss
|
(1,065
|
)
|
|
7,019
|
|
||
Ending balance
|
$
|
22,517
|
|
|
$
|
28,549
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Prepaid expenses
|
$
|
15,718
|
|
|
$
|
14,823
|
|
Income tax receivables
|
13,948
|
|
|
23,098
|
|
||
Other
|
4,374
|
|
|
1,935
|
|
||
Total other current assets
|
$
|
34,040
|
|
|
$
|
39,856
|
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Accounts payable
|
$
|
19,117
|
|
|
$
|
23,298
|
|
Accrued employee compensation
|
32,248
|
|
|
51,851
|
|
||
Customer deposits, net
|
44,538
|
|
|
48,307
|
|
||
Interest Payable
|
32,779
|
|
|
27,701
|
|
||
Income taxes payable and other tax liabilities
|
4,137
|
|
|
16,943
|
|
||
Other accrued liabilities
|
15,858
|
|
|
20,071
|
|
||
Total accounts payable and accrued liabilities
|
$
|
148,677
|
|
|
$
|
188,171
|
|
|
Three Months Ended March 31,
|
|||
|
2016
|
|
2015
|
|
|
(In thousands)
|
|||
Weighted-average shares of common stock outstanding
|
109,592
|
|
117,139
|
|
Weighted-average potential shares of common stock outstanding:
|
|
|
|
|
Conversion spread related to Convertible Debentures
|
21,073
|
|
15,812
|
|
Unvested RSUs, stock options, and ESPP
|
916
|
|
899
|
|
Shares used to compute diluted earnings per share
|
131,581
|
|
133,850
|
|
|
Three Months Ended March 31,
|
||||||
2016
|
|
2015
|
|||||
|
(In thousands)
|
||||||
Cost of revenues
|
$
|
1,841
|
|
|
$
|
1,739
|
|
Sales and marketing
|
1,633
|
|
|
1,299
|
|
||
Research and development
|
1,703
|
|
|
1,721
|
|
||
General and administrative
|
6,582
|
|
|
5,369
|
|
||
Total stock-based compensation expense
|
$
|
11,759
|
|
|
$
|
10,128
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
RSUs
|
$
|
9,133
|
|
|
$
|
8,294
|
|
Performance-based RSUs
|
2,377
|
|
|
1,453
|
|
||
ESPP
|
848
|
|
|
1,081
|
|
||
Capitalization (Included in Property and equipment, net)
|
(599
|
)
|
|
(700
|
)
|
||
Total stock-based compensation expense
|
$
|
11,759
|
|
|
$
|
10,128
|
|
|
Three Months Ended March 31,
|
||||||
2016
|
|
2015
|
|||||
|
(In thousands)
|
||||||
Contractual interest on Subordinated Convertible Debentures
|
$
|
10,156
|
|
|
$
|
10,156
|
|
Contractual interest on Senior Notes
|
15,235
|
|
|
9,037
|
|
||
Amortization of debt discount on the Subordinated Convertible Debentures
|
2,689
|
|
|
2,477
|
|
||
Credit facility fees and other interest expense
|
724
|
|
|
347
|
|
||
Total interest expense
|
$
|
28,804
|
|
|
$
|
22,017
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Unrealized gain (loss) on contingent interest derivative on Subordinated Convertible Debentures
|
$
|
1,065
|
|
|
$
|
(7,019
|
)
|
Interest income
|
1,042
|
|
|
259
|
|
||
Other, net
|
1,014
|
|
|
1,205
|
|
||
Total non-operating income (loss), net
|
$
|
3,121
|
|
|
$
|
(5,555
|
)
|
•
|
We recorded revenues of
$281.9 million
during the
three
months ended
March 31, 2016
. This represents an increase of
9%
as compared to the same period in
2015
.
|
•
|
We recorded operating income of
$166.8 million
during the
three
months ended
March 31, 2016
. This represents an increase of
16%
as compared to the same period in
2015
.
|
•
|
We added 2.7 million net new names during the first quarter, ending with
142.5 million
names in the domain name base for .
com
and .
net
, which represents a
7%
increase over the base at the end of the first quarter in 2015.
|
•
|
During the three months ended March 31, 2016, we processed 10.0 million new domain name registrations for
.com
and
.net
as compared to 8.7 million for the same period in
2015
.
|
•
|
The final .
com
and .
net
renewal rate for the fourth quarter of 2015 was 73.3% compared with 72.5% for the same quarter in 2014. Renewal rates are not fully measurable until 45 days after the end of the quarter.
|
•
|
On February 11, 2016, the Board of Directors authorized the repurchase of $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.
|
•
|
During the three months ended
March 31, 2016
, we repurchased
1.8 million
shares of our common stock under the share repurchase program for
$149.9 million
. As of March 31, 2016,
$915.8 million
remained available for further repurchases under our share repurchase program.
|
•
|
Through April 27, 2016, we repurchased an additional 0.5 million shares for $44.4 million under our share repurchase program.
|
•
|
We generated cash flows from operating activities of
$143.6 million
during the
three
months ended
March 31, 2016
, an increase from
$132.7 million
in the same period last year.
|
•
|
On February 1, 2016, the annual fee for a
.net
domain name registration increased from $6.79 to $7.46 per our agreement with ICANN.
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Revenues
|
100
|
%
|
|
100
|
%
|
Costs and expenses:
|
|
|
|
||
Cost of revenues
|
18
|
|
|
19
|
|
Sales and marketing
|
7
|
|
|
8
|
|
Research and development
|
6
|
|
|
7
|
|
General and administrative
|
10
|
|
|
10
|
|
Total costs and expenses
|
41
|
|
|
44
|
|
Operating income
|
59
|
|
|
56
|
|
Interest expense
|
(10
|
)
|
|
(9
|
)
|
Non-operating income (loss), net
|
1
|
|
|
(2
|
)
|
Income before income taxes
|
50
|
|
|
45
|
|
Income tax expense
|
(12
|
)
|
|
(12
|
)
|
Net income
|
38
|
%
|
|
33
|
%
|
|
Three Months Ended March 31,
|
|||||||||
|
2016
|
|
% Change
|
|
2015
|
|||||
|
(Dollars in thousands)
|
|||||||||
Revenues
|
$
|
281,876
|
|
|
9
|
%
|
|
$
|
258,422
|
|
|
March 31, 2016
|
|
% Change
|
|
March 31, 2015
|
|
Domain name base for
.com
and
.net
|
142.5 million
|
|
7
|
%
|
|
133.0 million
|
|
Three Months Ended March 31,
|
|||||||||
|
2016
|
|
% Change
|
|
2015
|
|||||
|
(Dollars in thousands)
|
|||||||||
Cost of revenues
|
$
|
50,582
|
|
|
5
|
%
|
|
$
|
48,353
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2016
|
|
% Change
|
|
2015
|
|||||
|
(Dollars in thousands)
|
|||||||||
Sales and marketing
|
$
|
20,027
|
|
|
(11
|
)%
|
|
$
|
22,382
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2016
|
|
% Change
|
|
2015
|
|||||
|
(Dollars in thousands)
|
|||||||||
Research and development
|
$
|
16,743
|
|
|
(2
|
)%
|
|
$
|
17,152
|
|
|
Three Months Ended March 31,
|
|||||||||
|
2016
|
|
% Change
|
|
2015
|
|||||
|
(Dollars in thousands)
|
|||||||||
General and administrative
|
$
|
27,757
|
|
|
6
|
%
|
|
$
|
26,298
|
|
|
Three Months Ended March 31,
|
||||||
2016
|
|
2015
|
|||||
|
(In thousands)
|
||||||
Contractual interest on Subordinated Convertible Debentures
|
$
|
10,156
|
|
|
$
|
10,156
|
|
Contractual interest on Senior Notes
|
15,235
|
|
|
9,037
|
|
||
Amortization of debt discount on the Subordinated Convertible Debentures
|
2,689
|
|
|
2,477
|
|
||
Credit facility fees and other interest expense
|
724
|
|
|
347
|
|
||
Total interest expense
|
$
|
28,804
|
|
|
$
|
22,017
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Unrealized gain (loss) on contingent interest derivative on Subordinated Convertible Debentures
|
$
|
1,065
|
|
|
$
|
(7,019
|
)
|
Interest income
|
1,042
|
|
|
259
|
|
||
Other, net
|
1,014
|
|
|
1,205
|
|
||
Total non-operating income (loss), net
|
$
|
3,121
|
|
|
$
|
(5,555
|
)
|
|
March 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
234,025
|
|
|
$
|
228,659
|
|
Marketable securities
|
1,661,804
|
|
|
1,686,771
|
|
||
Total
|
$
|
1,895,829
|
|
|
$
|
1,915,430
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
143,626
|
|
|
$
|
132,669
|
|
Net cash provided by investing activities
|
19,697
|
|
|
51,155
|
|
||
Net cash (used in) provided by financing activities
|
(158,258
|
)
|
|
330,263
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
301
|
|
|
184
|
|
||
Net increase in cash and cash equivalents
|
$
|
5,366
|
|
|
$
|
514,271
|
|
•
|
regional Internet infrastructure development, expansion, penetration and adoption;
|
•
|
market acceptance and adoption of products and services based upon technologies other than those we use, which are substitutes for our products and services;
|
•
|
public perception of the security of our technologies and of IP and other networks;
|
•
|
the introduction and consumer acceptance of new generations of mobile devices, and in particular the use of alternative Internet navigation mechanisms other than web browsers;
|
•
|
increasing cyber threats and the associated customer need and demand for our Security Services offerings;
|
•
|
government regulations affecting Internet access and availability, domain name registrations or the provision of registry services, or e-commerce and telecommunications over the Internet;
|
•
|
preference by markets for the use of their own country’s ccTLDs as a substitute or alternative to our TLDs; and
|
•
|
increased acceptance and use of new gTLDs as substitutes for legacy gTLDs.
|
•
|
power loss, transmission cable cuts and other telecommunications failures;
|
•
|
damage or interruption caused by fire, earthquake, and other natural disasters;
|
•
|
attacks, including hacktivism, by miscreants or other nefarious actors;
|
•
|
computer viruses or software defects;
|
•
|
physical or electronic break-ins, sabotage, intentional acts of vandalism, terrorist attacks and other events beyond our control;
|
•
|
risks inherent in or arising from the terms and conditions of our agreements with service providers to operate our networks and data centers;
|
•
|
state suppression of Internet operations; and
|
•
|
any failure to implement effective and timely remedial actions in response to any damage or interruption.
|
•
|
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;
|
•
|
current and future demand for our services, including decreases as a result of reduced spending on information technology and communications by our customers;
|
•
|
price competition for our products and services;
|
•
|
the price of our common stock;
|
•
|
our liquidity and our associated ability to execute on any share repurchase plans;
|
•
|
our ability to service our debt, to obtain financing or assume new debt obligations; and
|
•
|
our ability to obtain payment for outstanding debts owed to us by our customers or other parties with whom we do business.
|
•
|
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;
|
•
|
legal uncertainty regarding liability, enforcing our contracts and compliance with foreign laws;
|
•
|
tariffs and other trade barriers and restrictions;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
currency fluctuations;
|
•
|
potential problems associated with adapting our services to technical conditions existing in different countries;
|
•
|
difficulty of verifying customer information, including complying with the customer verification requirements of certain countries;
|
•
|
more stringent privacy policies in some foreign countries;
|
•
|
additional vulnerability from terrorist groups targeting U.S. interests abroad;
|
•
|
potentially conflicting or adverse tax consequences;
|
•
|
reliance on third parties in foreign markets in which we only recently started doing business; and
|
•
|
potential concerns of international customers and prospects regarding doing business with U.S. technology companies due to alleged U.S. government data collection policies.
|
•
|
adverse changes in the value of the properties, due to interest rate changes, changes in the commercial property markets, or other factors;
|
•
|
ongoing maintenance expenses and costs of improvements;
|
•
|
the possible need for structural improvements in order to comply with environmental, health and safety, zoning, seismic, disability law, or other requirements;
|
•
|
the possibility of environmental contamination or notices of violation from federal or state environmental agencies; and
|
•
|
possible disputes with neighboring owners, tenants, service providers or others.
|
•
|
our stockholders may take action only at a duly called meeting and not by written consent;
|
•
|
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;
|
•
|
vacancies on our Board can be filled until the next annual meeting of stockholders by a majority of directors then in office; and
|
•
|
our Board has the ability to designate the terms of and issue new series of preferred stock without stockholder approval.
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1)
|
|
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs (1)
|
||||||
|
(Shares in thousands)
|
||||||||||||
January 1 – 31, 2016
|
565
|
|
|
$
|
78.87
|
|
|
565
|
|
|
$
|
409.9
|
million
|
February 1 – 29, 2016
|
326
|
|
|
$
|
76.11
|
|
|
326
|
|
|
$
|
996.3
|
million
|
March 1 – 31, 2016
|
918
|
|
|
$
|
87.75
|
|
|
918
|
|
|
$
|
915.8
|
million
|
|
1,809
|
|
|
|
|
1,809
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
3.02
|
|
Bylaws of VeriSign, Inc.
|
|
|
|
10.01
|
|
VeriSign, Inc. 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Agreement. +
|
|
|
|
31.01
|
|
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
31.02
|
|
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a).
|
|
|
|
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). *
|
|
|
|
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). *
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
+
|
Indicates a management contract or compensatory plan or arrangement.
|
*
|
As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Quarterly Report on Form 10-Q and are not deemed filed with the SEC 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.
|
Date: April 28, 2016
|
By:
|
/
S
/ D. J
AMES
B
IDZOS
|
|
|
D. James Bidzos
|
|
|
Chief Executive Officer
|
Date: April 28, 2016
|
By:
|
/
S
/ G
EORGE
E. K
ILGUSS
, III
|
|
|
George E. Kilguss, III
|
|
|
Chief Financial Officer
|
|
|
|
Participant:
|
|
|
|
|
|
Number of RSUs:
|
|
|
|
|
|
Date of Grant:
|
|
|
|
|
|
Performance Period:
|
|
|
|
VERISIGN, INC.
|
|
PARTICIPANT
|
|
|
|
|
By:
|
|
|
|
|
(Signature)
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
(Please print name)
|
|
(Please print name)
|
|
|
|
|
|
(Please print title)
|
|
|
Date: April 28, 2016
|
By:
|
/S/ D. J
AMES
B
IDZOS
|
|
|
D. James Bidzos
|
|
|
Chief Executive Officer
|
Date: April 28, 2016
|
By:
|
/S/ G
EORGE
E. K
ILGUSS
, III
|
|
|
George E. Kilguss, III
|
|
|
Chief Financial Officer
|
Date: April 28, 2016
|
/S/ D. J
AMES
B
IDZOS
|
|
D. James Bidzos
|
|
Chief Executive Officer
|
Date: April 28, 2016
|
/S/ G
EORGE
E. K
ILGUSS
, III
|
|
George E. Kilguss, III
|
|
Chief Financial Officer
|