Document and Entity Information Document
3 Months Ended
Mar. 31, 2012
Apr. 20, 2012
Document And Entity Information [Abstract]
Entity Registrant Name
VERISIGN INC/CA
Entity Central Index Key
0001014473
Current Fiscal Year End Date
--12-31
Entity Filer Category
Large Accelerated Filer
Document Type
10-Q
Document Period End Date
Mar. 31, 2012
Document Fiscal Year Focus
2012
Document Fiscal Period Focus
Q1
Amendment Flag
false
Entity Common Stock, Shares Outstanding
157,987,693
Condensed Consolidated Balance Sheets(USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Current assets:
Cash and cash equivalents
$1,353,040
$1,313,349
Marketable securities
32,803
32,860
Accounts receivable, net
13,553
14,974
Deferred tax assets and other current assets
74,287
86,598
Total current assets
1,473,683
1,447,781
Property and equipment, net
328,474
327,136
Goodwill and other intangible assets, net
53,525
53,848
Other assets
27,078
27,414
Total long-term assets
409,077
408,398
Total assets
1,882,760
1,856,179
Current liabilities:
Accounts payable and accrued liabilities
99,640
156,385
Deferred revenues
542,976
502,538
Total current liabilities
642,616
658,923
Long-term deferred revenues
240,314
226,033
Convertible debentures, including contingent interest derivative
592,821
590,086
Long-term deferred tax liabilities
333,181
325,527
Long-term Debt
100,000
100,000
Other long-term liabilities
45,161
43,717
Total long-term liabilities
1,311,477
1,285,363
Total liabilities
1,954,093
1,944,286
Stockholders' deficit:
Preferred stock-par value $.001 per share; Authorized shares: 5,000; Issued and outstanding shares: none
0
0
Common stock-par value $.001 per share; Authorized shares: 1,000,000; Issued shares: 317,722 at March 31, 2012 and 316,781 at December 31, 2011; Outstanding shares: 158,352 at March 31, 2012 and 159,422 at December 31, 2011
318
317
Additional paid-in capital
20,084,011
20,135,237
Accumulated deficit
(20,152,568)
(20,220,577)
Accumulated other comprehensive loss
(3,094)
(3,084)
Total stockholders' deficit
(71,333)
(88,107)
Total liabilities and stockholders' deficit
$1,882,760
$1,856,179
Condensed Consolidated Balance Sheets (Parenthetical)(USD $)
In Thousands, except Per Share data, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Statement of Financial Position [Abstract]
Preferred stock, par value
$0.001
$0.001
Preferred stock, authorized shares
5,000
5,000
Preferred stock, issued shares
0
0
Preferred stock, outstanding shares
0
0
Common stock, par value
$0.001
$0.001
Common stock, authorized shares
1,000,000
1,000,000
Common stock, outstanding shares
158,352
159,422
Common stock, issued shares
317,722
316,781
Condensed Consolidated Statements Of Operations and Comprehensive Income(USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Income Statement [Abstract]
Revenues
$205,726
$181,523
Costs and expenses:
Cost of revenues
41,256
40,869
Sales and marketing
27,815
22,391
Research and development
14,765
13,594
General and administrative
23,508
33,629
Restructuring charges
(548)
5,530
Total costs and expenses
106,796
116,013
Operating income
98,930
65,510
Interest expense
(12,340)
(11,820)
Non-operating income, net
807
5,478
Income from continuing operations before income taxes
87,397
59,168
Income tax expense
(21,292)
(16,875)
Income from continuing operations, net of tax
66,105
42,293
Income (loss) from discontinued operations, net of tax
1,904
(1,522)
Net income
68,009
40,771
Foreign currency translation adjustments
0
28
Change in unrealized gain on investments, net of tax
(5)
(458)
Realized gain on investments, net of tax, included in net income
(5)
(27)
Other comprehensive loss
(10)
(457)
Comprehensive income
$67,999
$40,314
Basic income (loss) per share
Continuing operations
$0.41
$0.25
Discontinued operations
$0.02
$(0.01)
Net income
$0.43
$0.24
Diluted income (loss) per share
Continuing operations
$0.41
$0.25
Discontinued operations
$0.01
$(0.01)
Net income
$0.42
$0.24
Shares used to compute net income per share
Basic
159,344
170,193
Diluted
162,881
171,979
Condensed Consolidated Statements Of Cash Flows(USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Cash flows from operating activities:
Net income
$68,009
$40,771
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment and amortization of other intangible assets
12,741
13,968
Stock-based compensation
8,130
14,950
Excess tax benefit associated with stock-based compensation
(3,567)
(3,615)
Other, net
1,006
2,129
Changes in operating assets and liabilities
Accounts receivable
1,392
(985)
Deferred tax assets and other assets
12,720
3,975
Accounts payable and accrued liabilities
(44,872)
(16,814)
Deferred revenues
54,719
35,908
Net cash provided by operating activities
110,278
90,287
Cash flows from investing activities:
Proceeds from maturities and sales of marketable securities
5,060
11,238
Purchases of marketable securities
(5,082)
(18,008)
Purchases of property and equipment
(12,917)
(15,565)
Other investing activities
0
(1,181)
Net cash used in investing activities
(12,939)
(23,516)
Cash flows from financing activities:
Proceeds from issuance of common stock from option exercises and employee stock purchase plans
11,390
16,550
Repurchases of common stock
(75,149)
(207,428)
Excess tax benefit associated with stock-based compensation
3,567
3,615
Other financing activities
189
0
Net cash used in financing activities
(60,003)
(187,263)
Effect of exchange rate changes on cash and cash equivalents
2,355
1,690
Net increase (decrease) in cash and cash equivalents
39,691
(118,802)
Cash and cash equivalents at beginning of period
1,313,349
1,559,628
Cash and cash equivalents at end of period
1,353,040
1,440,826
Supplemental cash flow disclosures:
Cash paid for interest, net of capitalized interest
20,036
20,062
Income Taxes Paid, Net
$13,186
$2,539
Basis Of Presentation
Basis Of Presentation
Basis of Presentation
Interim Financial Statements
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by VeriSign, Inc. (“Verisign” or the “Company”) in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and notes normally provided in audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for any other interim period or for a full fiscal year. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes contained in Verisign's fiscal 2011 Annual Report on Form 10-K (the “2011 Form 10-K”) filed with the SEC on February 24, 2012.
Cash, Cash Equivalents, And Marketable Securities
Cash, Cash Equivalents, And Marketable Securities
Cash, Cash Equivalents, and Marketable Securities
The following table summarizes the Company’s cash, cash equivalents, and marketable securities:
 
 
March 31,
2012
 
December 31,
2011
 
(In thousands)
Cash
$
965,745

 
$
1,127,196

Money market funds
333,165

 
132,145

Time deposits
58,052

 
57,930

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
32,803

 
32,860

Total
$
1,389,765

 
$
1,350,131

 
 
 
 
Included in Cash and cash equivalents
$
1,353,040

 
$
1,313,349

Included in Marketable securities
$
32,803

 
$
32,860

Included in Other assets (Restricted cash)
$
3,922

 
$
3,922



As of March 31, 2012, the Company held marketable securities with maturities between one and three years that consisted of debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies. The fair value of the marketable securities as of March 31, 2012 was $32.8 million including gross and net unrealized gains of $0.2 million which were included in accumulated other comprehensive income.
Fair Value Of Financial Instruments
Fair Value Of Financial Instruments
Fair Value of Financial Instruments
Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011:
 
 
 
Fair Value Measurement Using
 
Total Fair Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(In thousands)
As of March 31, 2012:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Investments in money market funds
$
333,165

 
$
333,165

 
$

 
$

Investments in fixed income securities:
 
 
 
 
 
 
 
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
32,803

 

 
32,803

 

Foreign currency forward contracts (1)
251

 

 
251

 

Total
$
366,219

 
$
333,165

 
$
33,054

 
$

Liabilities:
 
 
 
 
 
 
 
Contingent interest derivative on Convertible Debentures
$
12,438

 
$

 
$

 
$
12,438

Foreign currency forward contracts (2)
372

 

 
372

 

Total
$
12,810

 
$

 
$
372

 
$
12,438

As of December 31, 2011:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Investments in money market funds
$
132,145

 
$
132,145

 
$

 
$

Investments in fixed income securities:
 
 
 
 
 
 
 
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
32,860

 

 
32,860

 

Foreign currency forward contracts (1)
49

 

 
49

 

Total
$
165,054

 
$
132,145

 
$
32,909

 
$

Liabilities:
 
 
 
 
 
 
 
Contingent interest derivative on Convertible Debentures
$
11,625

 
$

 
$

 
$
11,625

Foreign currency forward contracts (2)
444

 

 
444

 

Total
$
12,069

 
$

 
$
444

 
$
11,625

 
(1)
Included in Deferred tax assets and other current assets
(2)
Included in Accounts payable and accrued liabilities

The fair value of the Company's investments in money market funds approximates their face value. Such instruments are classified as Level 1 and are included in Cash and cash equivalents.
 
The fair value of the Company's investments in fixed income securities are obtained using the weighted average price of available market prices for the underlying securities from various industry standard data providers, large financial institutions and other third-party sources. Such instruments are included in either Cash and cash equivalents or Marketable securities.

The fair value of the Company's foreign currency forward contracts is based on foreign currency rates quoted by banks or foreign currency dealers and other public data sources.
 
The Company utilizes a valuation model to estimate the fair value of the contingent interest derivative on the Convertible Debentures. The inputs to the model include stock price, bond price, risk adjusted interest rates, volatility, and credit spread observations. As several significant inputs are not observable, the overall fair value measurement of the derivative is classified as Level 3. The volatility and credit spread assumptions used in the calculation are the most significant unobservable inputs. As of March 31, 2012, the valuation of the contingent interest derivative assumed a volatility rate of approximately 31%. A hypothetical 10% increase or decrease in the volatility rate would not significantly change the fair value of the contingent interest derivative. The credit spread assumed in the valuation was approximately 5% at March 31, 2012. A hypothetical 1% increase or decrease in the credit spread would not significantly change the fair value of the contingent interest derivative.

The following table summarizes the change in the fair value of the Company's contingent interest derivative on Convertible Debentures during the three months ended March 31, 2012 and 2011:
 
 
Three Months Ended
March 31,
 
2012
 
2011
 
(In thousands)
Beginning balance
$
11,625

 
$
10,500

Unrealized loss on contingent interest derivative on Convertible Debentures
813

 
450

Ending balance
$
12,438

 
$
10,950


Other
The Company's other financial instruments include cash, accounts receivable, restricted cash, accounts payable, and long-term debt. As of March 31, 2012, the carrying value of these financial instruments approximated their fair value. The fair value of the Company's Convertible Debentures as of March 31, 2012, is $1.6 billion, and is based on available market information from public data sources. The fair value measurement of the Company's Convertible Debentures is classified as Level 2.
Other Balance Sheet Items
Other Balance Sheet Items
Other Balance Sheet Items
Deferred Tax Assets and Other Current Assets
Deferred tax assets and other current assets consist of the following: 
 
March 31,
2012

 
December 31,
2011

 
(In thousands)
Deferred tax assets
$
61,801

 
$
64,751

Prepaid expenses
10,548

 
12,016

Non-trade receivables
1,475

 
9,452

Other
463

 
379

Total deferred tax assets and other current assets
$
74,287

 
$
86,598


Non-trade receivables as of December 31, 2011 consisted primarily of income tax receivables which were subsequently collected during the three months ended March 31, 2012.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following: 
 
March 31,
2012

 
December 31,
2011

 
(In thousands)
Accounts payable
$
15,693

 
$
19,283

Accrued employee compensation
27,468

 
40,251

Customer deposits, net
15,187

 
18,558

Taxes payable, deferred and other tax liabilities
13,437

 
28,441

Accrued restructuring costs
6,707

 
8,685

Other accrued liabilities
21,148

 
41,167

Total accounts payable and accrued liabilities
$
99,640

 
$
156,385


Accrued employee compensation primarily consists of liabilities for employee leave, salaries, payroll taxes, employee contributions to the employee stock purchase plan, and incentive compensation. Accrued employee incentive compensation as of December 31, 2011 was paid during the three months ended March 31, 2012. Taxes payable, deferred and other tax liabilities as of March 31, 2012 reflects a decrease in current taxes payable from December 31, 2011 as the result of income tax payments made during the three months ended March 31, 2012. As of March 31, 2012, Accrued restructuring costs primarily represents the remaining lease payments to be made related to excess facilities that were abandoned as part of the relocation of the Company's headquarters during 2011. Other accrued liabilities include miscellaneous vendor payables and interest on the Convertible Debentures which is paid semi-annually in arrears on August 15 and February 15.
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity
Stockholders’ Deficit
On July 27, 2010, the Company’s Board of Directors (“Board”) authorized the repurchase of up to approximately $1.1 billion of common stock, in addition to the $393.6 million of its common stock remaining available for repurchase under the previous 2008 Share Buyback Program, for a total repurchase authorization of up to $1.5 billion of its common stock (collectively, the “2010 Share Buyback Program”). The 2010 Share Buyback Program has no expiration date. During the three months ended March 31, 2012 the Company repurchased 1.8 million shares of its common stock, at an average stock price of $37.34. The aggregate cost of the repurchases under the 2010 Share Buyback Program in the three months ended March 31, 2012 was $68.4 million. As of March 31, 2012, $762.9 million remained available for further repurchases under the 2010 Share Buyback Program.
During the three months ended March 31, 2012, the Company placed 0.2 million shares, at an average stock price of $37.58, for an aggregate cost of $6.7 million, into treasury stock to cover tax withholdings upon vesting of Restricted Stock Units (“RSUs”).
Since inception the Company has repurchased 159.4 million shares of its common stock for an aggregate cost of $4.7 billion, which is recorded as a reduction of Additional paid-in capital.
Calculation Of Net Income Per Share
Calculation Of Net Income Per Share Attributable To Verisign Stockholders
Calculation of Net Income per Share
The Company computes basic net income per share by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net income per share gives effect to dilutive potential common shares, including outstanding stock options, unvested RSUs, conversion spread relating to the Convertible Debentures, and employee stock purchases using the treasury stock method. The following table presents the computation of weighted-average shares used in the calculation of basic and diluted net income per share:
 
Three Months Ended
 
March 31,
 
2012
 
2011
 
(In thousands)
Weighted-average number of common shares outstanding
159,344
 
170,193
Weighted-average potential shares of common stock outstanding:
 
 
 
Stock options
201
 
445
Unvested RSUs
767
 
814
Conversion spread related to Convertible Debentures
2,541
 
506
Employee stock purchase plan
28
 
21
Shares used to compute diluted net income per share
162,881
 
171,979

The following table presents the weighted-average potential shares of common stock that were excluded from the above calculation because their effect was anti-dilutive, and the respective weighted-average exercise prices of the weighted-average stock options outstanding:
 
Three Months Ended
 
March 31,
 
2012
 
2011
 
(In thousands, except per share data)
Weighted-average stock options outstanding
60

 
301

Weighted-average exercise price
$
40.81

 
$
38.24

Weighted-average RSUs outstanding
2

 
32

Employee stock purchase plan
120

 
510

Stock-Based Compensation
Stock-Based Compensation
Stock-based Compensation
Stock-based compensation is classified in the Condensed Consolidated Statements of Operations and Comprehensive Income in the same expense line items as cash compensation. The following table presents the classification of stock-based compensation:
 
Three Months  Ended
March 31,
2012
 
2011
 
(In thousands)
Stock-based compensation:
 
 
 
Cost of revenues
$
1,537

 
$
1,990

Sales and marketing
1,516

 
1,854

Research and development
1,242

 
1,518

General and administrative
3,835

 
6,599

Restructuring charges

 
2,989

Total stock-based compensation expense
$
8,130

 
$
14,950



The following table presents the nature of the Company’s total stock-based compensation:
 
Three Months  Ended
March 31,
2012
 
2011
 
(In thousands)
Stock-based compensation:
 
 
 
Stock options
$
355

 
$
1,463

Employee stock purchase plan
1,010

 
1,180

RSUs
7,413

 
10,215

RSUs/Stock options acceleration

 
2,989

Capitalization (Included in Property and equipment, net)
(648
)
 
(897
)
Total stock-based compensation expense
$
8,130

 
$
14,950

Interest Expense
Interest Expense
Interest Expense
The following table presents the components of the Company's interest expense:
 
Three Months Ended 
March 31,
2012
 
2011
 
(In thousands)
Contractual interest on Convertible Debentures
$
10,156

 
$
10,156

Amortization of debt discount on the Convertible Debentures
1,935

 
1,783

Interest capitalized to Property and equipment, net
(388
)
 
(144
)
Credit facility and other interest expense
637

 
25

Total interest expense
$
12,340

 
$
11,820

Income Taxes
Income Taxes
Income Taxes
The following table presents the income tax expense from continuing operations and the effective tax rate:
 
Three Months Ended
 
March 31,
 
2012
 
2011
 
(Dollars in thousands)
Income tax expense from continuing operations
$
21,292

 
$
16,875

Effective tax rate
24
%
 
29
%

The effective tax rate for the three months ended March 31, 2012 is lower than the statutory federal rate of 35% primarily due to tax benefits from foreign income taxed at lower rates and the release of a $2.7 million valuation allowance which related to investments with differing book and tax bases, partially offset by state income taxes and non-deductible stock based compensation. The effective tax rate for the three months ended March 31, 2011 is lower than the statutory federal rate of 35% primarily due to tax benefits from foreign income taxed at lower rates, partially offset by state taxes and non-deductible stock based compensation.
Commitments And Contingencies
Commitments And Contingencies
Contingencies

Legal Proceedings
On May 31, 2007, plaintiffs Karen Herbert, et al., on behalf of themselves and a nationwide class of consumers, filed a complaint against Verisign, m-Qube, Inc., and other defendants alleging that defendants collectively operated an illegal lottery under the laws of multiple states by allowing viewers of the NBC television show “Deal or No Deal” to incur premium text message charges in order to participate in an interactive television promotion called “Lucky Case Game.” The lawsuit is pending in the U.S. District Court for the Central District of California, Western Division. The defendants' motion to dismiss the Herbert matter was denied by the district court on December 3, 2007 and that ruling was appealed. On July 8, 2010, the Court of Appeals for the Ninth Circuit dismissed the appeal for lack of jurisdiction and remanded the case to the district court. Certain defendants had asserted indemnity claims against Verisign in connection with these matters.
On July 13, 2011, the parties reached an agreement in principle to settle this matter and the defendants, including Verisign, previously reached an agreement in principle to resolve the indemnity claims noted above. The parties have entered into fully documented settlement agreements. Under the agreement to resolve the Herbert case, class members will be able to claim a full refund for premium text message charges incurred entering the Lucky Case Game. Verisign will pay sixty percent of the settlement costs but will receive an approximately $0.5 million contribution towards those costs from a co-defendant as part of the indemnity claim settlement. The Company has accrued for the expected settlement costs, which were not material to its financial condition or results of operations. See Note 4, “Discontinued Operations,” of Notes to Consolidated Financial Statements in the 2011 Form 10-K. This estimate of the expected settlement costs, by its nature, is based on judgment and currently available information and involves a variety of factors, including, but not limited to, the type and nature of the lawsuit, the progress of the lawsuit, and the Company's experience in similar matters. Given the inherent uncertainties involved in litigation, the Company cannot assure you that the ultimate resolution of this matter will not exceed the amount accrued for the settlement costs.
The court granted preliminary approval of the Herbert settlement on September 19, 2011 and final approval on December 19, 2011.
On March 5, 2012, a complaint entitled Warhanek v. Bidzos, et al. was filed in the United States District Court for the District of Delaware. The complaint asserts derivative claims on behalf of Verisign against current directors D. James Bidzos, William L. Chenevich, Roger H. Moore, Kathleen A. Cote, John D. Roach, Louis A. Simpson, Timothy Tomlinson and a former director, President and Chief Executive Officer Mark D. McLaughlin (the “Director Defendants”). The complaint also asserts one derivative claim against officers and certain former officers Richard H. Goshorn, Christine C. Brennan, and Kevin A. Werner (the “Executive Defendants,” and together with the Director Defendants and nominal defendant Verisign, the “Defendants”).
The complaint alleges that the Director Defendants fraudulently obtained shareholder approval of certain incentive-based compensation plans by misrepresenting the tax deductibility of certain compensation paid to Verisign's executive officers, including the Executive Defendants. Verisign adopted and obtained shareholder approval of several incentive-based compensation plans, including a 2010 Annual Incentive Compensation Plan (“AICP”), and an Amended and Restated VeriSign, Inc. 2006 Equity Incentive Plan (“2006 Plan”) and these plans were submitted to shareholders for approval in the 2010 and 2011 Proxy Statements (the “Proxy Statements”), respectively. The complaint alleges that the Proxy Statements falsely disclosed, or failed to adequately disclose, the material terms under which performance-based compensation would be paid under the AICP and the 2006 Plan. The complaint further alleges that the Proxy Statements falsely represented that certain compensation paid to certain employees in excess of $1 million would be tax deductible.
The complaint asserts derivative claims against the Director Defendants for (1) violations of Section 14(a) of the Exchange Act for making false statements in and omitting material facts from the Proxy Statements; (2) breach of fiduciary duty; and (3) waste of corporate assets. The complaint asserts an additional derivative claim against the Director Defendants and Executive Defendants for unjust enrichment based on compensation payments they received under the AICP or the 2006 Plan, as disclosed in the Proxy Statements. No demand was made on the Board to institute this action, and the complaint alleges that any such demand would be futile because each director is either interested or lacks independence with respect to the challenges to the AICP and 2006 Plan. The relief sought by the complaint includes, among other things, an order nullifying the shareholder approval of the AICP and the 2006 Plan, an injunction requiring correction of the alleged misrepresentations in the Company's Proxy Statements, and an order requiring equitable accounting, with disgorgement, in favor of the Company for the purported losses it has and will sustain.
The Defendants intend to defend this action vigorously.
Indemnifications
In connection with the sale of the Authentication Services business to Symantec in August 2010, the Company has agreed to indemnify Symantec for certain potential legal claims arising from the operation of the Authentication Services business for a period of sixty months after the closing of the sale transaction. The Company's indemnification obligations in this regard are triggered only when indemnifiable claims exceed in the aggregate $4.0 million. Thereafter, the Company is obligated to indemnify Symantec for 50% of all indemnifiable claims. The Company's maximum indemnification obligation with respect to these claims was capped at $125.0 million until February 9, 2012, at which time the cap was reduced to $50.0 million.
While certain legal proceedings and related indemnification obligations to which the Company is a party specify the amounts claimed, such claims may not represent reasonably possible losses. Given the inherent uncertainties of the litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. The Company does not believe that any such matter currently being reviewed will have a material adverse effect on its financial condition or results of operations.
Verisign is involved in various other investigations, claims and lawsuits arising in the normal conduct of its business, none of which, in its opinion, will have a material adverse effect on its financial condition or results of operations. The Company cannot assure you that it will prevail in any litigation. Regardless of the outcome, any litigation may require the Company to incur significant litigation expense and may result in significant diversion of management attention.
Cash, Cash Equivalents, And Marketable Securities (Tables)
Cash, Cash Equivalents, And Marketable Securities
The following table summarizes the Company’s cash, cash equivalents, and marketable securities:
 
 
March 31,
2012
 
December 31,
2011
 
(In thousands)
Cash
$
965,745

 
$
1,127,196

Money market funds
333,165

 
132,145

Time deposits
58,052

 
57,930

Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
32,803

 
32,860

Total
$
1,389,765

 
$
1,350,131

 
 
 
 
Included in Cash and cash equivalents
$
1,353,040

 
$
1,313,349

Included in Marketable securities
$
32,803

 
$
32,860

Included in Other assets (Restricted cash)
$
3,922

 
$
3,922

Fair Value Of Financial Instruments (Tables)
The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and December 31, 2011:
 
 
 
Fair Value Measurement Using
 
Total Fair Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
(In thousands)
As of March 31, 2012:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Investments in money market funds
$
333,165

 
$
333,165

 
$

 
$

Investments in fixed income securities:
 
 
 
 
 
 
 
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
32,803

 

 
32,803

 

Foreign currency forward contracts (1)
251

 

 
251

 

Total
$
366,219

 
$
333,165

 
$
33,054

 
$

Liabilities:
 
 
 
 
 
 
 
Contingent interest derivative on Convertible Debentures
$
12,438

 
$

 
$

 
$
12,438

Foreign currency forward contracts (2)
372

 

 
372

 

Total
$
12,810

 
$

 
$
372

 
$
12,438

As of December 31, 2011:
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Investments in money market funds
$
132,145

 
$
132,145

 
$

 
$

Investments in fixed income securities:
 
 
 
 
 
 
 
Debt securities issued by the U.S. Treasury and other U.S. government corporations and agencies
32,860

 

 
32,860

 

Foreign currency forward contracts (1)
49

 

 
49

 

Total
$
165,054

 
$
132,145

 
$
32,909

 
$

Liabilities:
 
 
 
 
 
 
 
Contingent interest derivative on Convertible Debentures
$
11,625

 
$

 
$

 
$
11,625

Foreign currency forward contracts (2)
444

 

 
444

 

Total
$
12,069

 
$

 
$
444

 
$
11,625

 
(1)
Included in Deferred tax assets and other current assets
(2)
Included in Accounts payable and accrued liabilities
 
Three Months Ended
March 31,
 
2012
 
2011
 
(In thousands)
Beginning balance
$
11,625

 
$
10,500

Unrealized loss on contingent interest derivative on Convertible Debentures
813

 
450

Ending balance
$
12,438

 
$
10,950

Other Balance Sheet Items (Tables)
Deferred tax assets and other current assets consist of the following: 
 
March 31,
2012

 
December 31,
2011

 
(In thousands)
Deferred tax assets
$
61,801

 
$
64,751

Prepaid expenses
10,548

 
12,016

Non-trade receivables
1,475

 
9,452

Other
463

 
379

Total deferred tax assets and other current assets
$
74,287

 
$
86,598

Accounts payable and accrued liabilities consist of the following: 
 
March 31,
2012

 
December 31,
2011

 
(In thousands)
Accounts payable
$
15,693

 
$
19,283

Accrued employee compensation
27,468

 
40,251

Customer deposits, net
15,187

 
18,558

Taxes payable, deferred and other tax liabilities
13,437

 
28,441

Accrued restructuring costs
6,707

 
8,685

Other accrued liabilities
21,148

 
41,167

Total accounts payable and accrued liabilities
$
99,640

 
$
156,385

Calculation Of Net Income Per Share (Tables)
The following table presents the weighted-average potential shares of common stock that were excluded from the above calculation because their effect was anti-dilutive, and the respective weighted-average exercise prices of the weighted-average stock options outstanding:
 
Three Months Ended
 
March 31,
 
2012
 
2011
 
(In thousands, except per share data)
Weighted-average stock options outstanding
60

 
301

Weighted-average exercise price
$
40.81

 
$
38.24

Weighted-average RSUs outstanding
2

 
32

Employee stock purchase plan
120

 
510

The following table presents the computation of weighted-average shares used in the calculation of basic and diluted net income per share:
 
Three Months Ended
 
March 31,
 
2012
 
2011
 
(In thousands)
Weighted-average number of common shares outstanding
159,344
 
170,193
Weighted-average potential shares of common stock outstanding:
 
 
 
Stock options
201
 
445
Unvested RSUs
767
 
814
Conversion spread related to Convertible Debentures
2,541
 
506
Employee stock purchase plan
28
 
21
Shares used to compute diluted net income per share
162,881
 
171,979
Stock-Based Compensation (Tables)
The following table presents the classification of stock-based compensation:
 
Three Months  Ended
March 31,
2012
 
2011
 
(In thousands)
Stock-based compensation:
 
 
 
Cost of revenues
$
1,537

 
$
1,990

Sales and marketing
1,516

 
1,854

Research and development
1,242

 
1,518

General and administrative
3,835

 
6,599

Restructuring charges

 
2,989

Total stock-based compensation expense
$
8,130

 
$
14,950

The following table presents the nature of the Company’s total stock-based compensation:
 
Three Months  Ended
March 31,
2012
 
2011
 
(In thousands)
Stock-based compensation:
 
 
 
Stock options
$
355

 
$
1,463

Employee stock purchase plan
1,010

 
1,180

RSUs
7,413

 
10,215

RSUs/Stock options acceleration

 
2,989

Capitalization (Included in Property and equipment, net)
(648
)
 
(897
)
Total stock-based compensation expense
$
8,130

 
$
14,950

Interest Expense (Tables)
Interest Expense Schedule
The following table presents the components of the Company's interest expense:
 
Three Months Ended 
March 31,
2012
 
2011
 
(In thousands)
Contractual interest on Convertible Debentures
$
10,156

 
$
10,156

Amortization of debt discount on the Convertible Debentures
1,935

 
1,783

Interest capitalized to Property and equipment, net
(388
)
 
(144
)
Credit facility and other interest expense
637

 
25

Total interest expense
$
12,340

 
$
11,820

Income Taxes (Tables)
Income Tax Expense From Continuing Operations And The Effective Tax Rate
The following table presents the income tax expense from continuing operations and the effective tax rate:
 
Three Months Ended
 
March 31,
 
2012
 
2011
 
(Dollars in thousands)
Income tax expense from continuing operations
$
21,292

 
$
16,875

Effective tax rate
24
%
 
29
%
Cash, Cash Equivalents, And Marketable Securities (Narrative) (Details)(USD $)
In Millions, unless otherwise specified
Mar. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Fair value of marketable securities
$32.8
Gross unrealized gains
$0.2
Cash, Cash Equivalents, And Marketable Securities (Cash, Cash Equivalents, And Marketable Securities) (Details)(USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Mar. 31, 2011
Dec. 31, 2010
Schedule of Available-for-sale Securities [Line Items]
Cash
$965,745
$1,127,196
Money market funds
333,165
132,145
Time deposits
58,052
57,930
Total
1,389,765
1,350,131
Included in Cash and cash equivalents
1,353,040
1,313,349
1,440,826
1,559,628
Marketable securities
32,803
32,860
Included in Other assets (Restricted cash)
$3,922
$3,922
Fair Value Of Financial Instruments (Changes In Fair Value Measurement Of Level 3 Items) (Details) (Derivative Financial Instruments, Liabilities [Member], USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning balance
$11,625
$10,500
Unrealized (gain) loss on contingent interest derivative on Convertible Debentures
(813)
(450)
Ending balance
$12,438
$10,950
Fair Value Of Financial Instruments (Narrative) (Details)(USD $)
In Billions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Fair value assumptions expected volatility rate
31.00%
fair value hypothetical increase decrease in volatility rate
10.00%
fair value assumptions credit spread
5.00%
fair value hypothetical increase decrease in credit spread
1.00%
Convertible Debt, Fair Value Disclosures
$1.6
Fair Value Of Financial Instruments (Fair Value, Assets And Liabilities Measured On Recurring Basis) (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Dec. 31, 2011
Dec. 31, 2010
Total Fair Value [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total fair value of assets
$366,219
$165,054
Total fair of value of liabilities
12,810
12,069
Total Fair Value [Member] |
Measured On A Recurring Basis [Member] |
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in money market funds
333,165
132,145
Total Fair Value [Member] |
Measured On A Recurring Basis [Member] |
Debt Securities Issued By The U.S. Treasury And Other U.S. Government Corporations And Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in fixed income securities
32,803
32,860
Total Fair Value [Member] |
Measured On A Recurring Basis [Member] |
Forward Contracts [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
251
49
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total fair value of assets
333,165
132,145
Total fair of value of liabilities
0
0
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] |
Measured On A Recurring Basis [Member] |
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in money market funds
333,165
132,145
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] |
Measured On A Recurring Basis [Member] |
Debt Securities Issued By The U.S. Treasury And Other U.S. Government Corporations And Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in fixed income securities
0
0
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] |
Measured On A Recurring Basis [Member] |
Forward Contracts [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
0
0
Significant Other Observable Inputs (Level 2) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total fair value of assets
33,054
32,909
Total fair of value of liabilities
372
444
Significant Other Observable Inputs (Level 2) [Member] |
Measured On A Recurring Basis [Member] |
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in money market funds
0
0
Significant Other Observable Inputs (Level 2) [Member] |
Measured On A Recurring Basis [Member] |
Debt Securities Issued By The U.S. Treasury And Other U.S. Government Corporations And Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in fixed income securities
32,803
32,860
Significant Other Observable Inputs (Level 2) [Member] |
Measured On A Recurring Basis [Member] |
Forward Contracts [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
251
49
Significant Unobservable Inputs (Level 3) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Total fair value of assets
0
0
Total fair of value of liabilities
12,438
11,625
Significant Unobservable Inputs (Level 3) [Member] |
Measured On A Recurring Basis [Member] |
Money Market Funds [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in money market funds
0
0
Significant Unobservable Inputs (Level 3) [Member] |
Measured On A Recurring Basis [Member] |
Debt Securities Issued By The U.S. Treasury And Other U.S. Government Corporations And Agencies [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments in fixed income securities
0
Significant Unobservable Inputs (Level 3) [Member] |
Measured On A Recurring Basis [Member] |
Forward Contracts [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
0
Forward Contracts [Member] |
Total Fair Value [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
372
444
Forward Contracts [Member] |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
0
0
Forward Contracts [Member] |
Significant Other Observable Inputs (Level 2) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
372
444
Forward Contracts [Member] |
Significant Unobservable Inputs (Level 3) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Foreign currency forward contracts
0
0
Derivative Financial Instruments, Liabilities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value
12,438
10,950
11,625
10,500
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings
813
450
Derivative Financial Instruments, Liabilities [Member] |
Total Fair Value [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure
12,438
11,625
Derivative Financial Instruments, Liabilities [Member] |
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure
0
0
Derivative Financial Instruments, Liabilities [Member] |
Significant Other Observable Inputs (Level 2) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure
0
0
Derivative Financial Instruments, Liabilities [Member] |
Significant Unobservable Inputs (Level 3) [Member] |
Measured On A Recurring Basis [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative Financial Instruments, Liabilities, Fair Value Disclosure
$12,438
$11,625
Other Balance Sheet Items (Deferred Tax Assets And Other Current Assets) (Details)(USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Balance Sheet Related Disclosures [Abstract]
Deferred tax assets
$61,801
$64,751
Prepaid expenses
10,548
12,016
Non-trade receivables
1,475
9,452
Other
463
379
Total deferred tax assets and other current assets
$74,287
$86,598
Other Balance Sheet Items (Components Of Accounts Payable And Accrued Liabilities) (Details)(USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Dec. 31, 2011
Balance Sheet Related Disclosures [Abstract]
Accounts payable
$15,693
$19,283
Accrued employee compensation
27,468
40,251
Customer deposits, net
15,187
18,558
Taxes payable, deferred and other tax liabilities
13,437
28,441
Accrued restructuring costs
6,707
8,685
Other accrued liabilities
21,148
41,167
Total accounts payable and accrued liabilities
$99,640
$156,385
Stockholders' (Deficit) Equity (Narrative) (Details)(USD $)
Share data in Millions, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Mar. 31, 2012
Jun. 27, 2010
Treasury Stock Repurchase Programs [Line Items]
Common stock authorized to repurchase
$1,100,000,000
Remaining common stock available for repurchase
762,900,000
Common stock, held in treasury
159.4
Common stock repurchased
4,700,000,000
Restricted Stock Units [Member]
Treasury Stock Repurchase Programs [Line Items]
Common stock repurchase, share
0.2
Average stock price
$37.58
Aggregate cost of share
6,700,000
2008 Share Buyback Program [Member]
Treasury Stock Repurchase Programs [Line Items]
Remaining common stock available for repurchase
393,600,000
2010 Share Buyback Program [Member]
Treasury Stock Repurchase Programs [Line Items]
Common stock authorized to repurchase
1,500,000,000
Common stock repurchase, share
1.8
Average stock price
$37.34
Aggregate cost of share
$68,400,000
Calculation Of Net Income Per Share (Weighted-Average Shares Used In Calculation Of Basic And Diluted EPS) (Details)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Earnings Per Share [Abstract]
Weighted-average number of common shares outstanding
159,344
170,193
Stock options
201
445
Unvested restricted stock units
767
814
Conversion spread related to Convertible Debentures
2,541
506
Employee stock purchase plan
28
21
Shares used to compute diluted net income per share
162,881
171,979
Calculation Of Net Income Per Share (Schedule Of Weighted-Average Potential Shares Excluded From Computation Of EPS) (Details)(USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average exercise price
$40.81
$38.24
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potential shares excluded from computation of EPS
60
301
Restricted Stock Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potential shares excluded from computation of EPS
2
32
Employee Stock Purchase Plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted-average potential shares excluded from computation of EPS
120
510
Stock-Based Compensation (Classification Of Stock-Based Compensation) (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense
$8,130
$14,950
Cost Of Revenues [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense
1,537
1,990
Sales And Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense
1,516
1,854
Research And Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense
1,242
1,518
General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense
3,835
6,599
Restructuring Charges [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense
$0
$2,989
Stock-Based Compensation (Nature Of Total Stock-Based Compensation) (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense
$8,130
$14,950
Capitalization (Included in Property and equipment, net)
(648)
(897)
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense
355
1,463
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense
1,010
1,180
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense
7,413
10,215
RSUs/Stock Options Acceleration [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense
$0
$2,989
Interest Expense (Interest Expense Schedule) (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Interest Expense [Abstract]
Contractual interest on Convertible Debentures
$10,156
$10,156
Amortization of debt discount on the Convertible Debentures
1,935
1,783
Interest capitalized to Property and equipment, net
(388)
(144)
Credit facility and other interest expense
637
25
Total interest expense
$12,340
$11,820
Income Taxes (Narrative) (Details)(USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Valuation Allowance [Line Items]
Valuation Allowance, Deferred Tax Asset, Change in Amount
$2.7
Income Taxes (Income Tax Expense From Continuing Operations And Effective Tax Rate) (Details)(USD $)
In Thousands, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Income Tax Expense (Benefit) [Abstract]
Income tax expense from continuing operations
$21,292
$16,875
Effective tax rate
24.00%
29.00%
Commitments And Contingencies (Details)(USD $)
In Millions, unless otherwise specified
3 Months Ended
Mar. 31, 2012
Dec. 31, 2011
Percentage Of Legal Settlement To Be Paid By Company
60.00%
Indemnification period (months)
60
Claims threshold amount to trigger indemnification obligation
$4.0
Indemnity claim settlement, receivable
0.5
Tax deductible compensation limit
1
Percentage of claims to be indemnified
50.00%
Maximum indemnification obligation
$50.0
$125.0