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0000320193
20061229
10-Q
250
The second grant, dated October 19, 2001, was for 7.5 million option shares.
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Both grants were cancelled in March 2003 prior to being exercised, when Mr. Jobs received 5 million shares of restricted stock.
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With respect to the grant dated January 12, 2000, the Board on December 2, 1999, authorized a special “CEO Compensation Committee” to grant Mr. Jobs up to 15 million shares.
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The evidence indicates that the CEO Compensation Committee finalized the terms of the grant on January 12, 2000, although the Committee’s action was memorialized in a UWC transmitted on January 18, 2000.
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Because the measurement date is the originally assigned grant date, the Company has not recognized any stock-based compensation expense from this grant.
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If the Company had determined that the measurement date was the date when the UWC was executed or received, then additional stock-based compensation would have been recognized.
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The grant dated October 19, 2001 was originally approved at a Board meeting on August 29, 2001, with an exercise price of $17.83.
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The terms of the grant, however, were not finalized until December 18, 2001.
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The grant was dated October 19, 2001, with an exercise price of $18.30.
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The approval for the grant was improperly recorded as occurring at a special Board meeting on October 19, 2001.
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Such a special Board meeting did not occur.
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There was no evidence, however, that any current member of management was aware of this irregularity.
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The Company has recognized $20 million in stock-based compensation expense for this grant, reflecting the difference between the exercise price of $18.30 and the share price on December 18, 2001 of $21.01.
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The incremental impact from recognizing stock-based compensation expense resulting from the investigation of past stock option grants is as follows (dollars in millions): Additionally, the Company has restated the pro forma expense under SFAS No.
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123 in Note 1 and in Note 1 of the Notes to Consolidated Financial Statements of the 2006 Form 10-K to reflect the impact of these adjustments.
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The following table presents the effects of the stock-based compensation and related tax adjustments made to the Company’s previously reported condensed consolidated statements of operations (in millions, except share and per share amounts): The following table presents the effects of the stock-based compensation and r...
0001104659-06-084286/full-submission.txt
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Foreign securities consist primarily of foreign commercial paper, certificates of deposit, and time deposits with foreign institutions, a majority of which are denominated in U.S. dollars.
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The Company had net unrealized losses totaling $4.3 million on its investment portfolio, the majority of which related to investments with stated maturities less than one year as of July 1, 2006, and net unrealized losses of $5.9 million on its investment portfolio, approximately half of which related to investments wi...
0001104659-06-084286/full-submission.txt
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As of July 1, 2006 and September 24, 2005, approximately $157 million and $287 million, respectively, of the Company’s short-term investments had underlying maturities ranging from 1 to 5 years.
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The remaining short-term investments had maturities of 3 to 12 months.
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In accordance with FASB Staff Position (“FSP”) FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, the following table shows the gross unrealized losses and fair value for those investments that were in an unrealized loss position as of July 1, 2006 (in mi...
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The Company typically invests in highly-rated securities with low probabilities of default.
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The Company’s investment policy requires investments to be rated single-A or better.
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Therefore, the Company considers the declines to be temporary in nature.
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As of July 1, 2006, the Company does not consider the investments to be other-than-temporarily impaired.
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Market values were determined for each individual security in the investment portfolio.
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When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Company’s ability and intent to hold the investment for a period of time, which may be suff...
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Derivative Financial Instruments The Company uses derivatives to partially offset its business exposure to foreign exchange risk.
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Foreign currency forward and option contracts are used to offset the foreign exchange risk on certain existing assets and liabilities and to hedge the foreign exchange risk on expected future cash flows on certain forecasted revenue and cost of sales.
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The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments.
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The Company records all derivatives on the balance sheet at fair value.
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Derivatives that are not hedges are adjusted to fair value through earnings.
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If the derivative is a hedge, depending on the nature of the hedge, changes in fair value will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings.
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As of July 1, 2006, the Company had a net deferred gain associated with cash flow hedges of approximately $2 million net of taxes, substantially all of which is expected to be reclassified to earnings by the end of the first quarter of fiscal 2007.
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As of the end of the third quarter of 2006, the general nature of the Company’s risk management activities and the general nature and mix of the Company’s derivative financial instruments have not changed materially from the end of 2005.
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Foreign Exchange Risk Management The Company may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risk associated with existing assets and liabilities, certain firm commitments, forecasted future cash flows, and net investments in foreign subsidiar...
0001104659-06-084286/full-submission.txt
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Generally, the Company’s practice is to hedge a majority of its existing material foreign exchange transaction exposures.
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However, the Company may not hedge certain foreign exchange transaction exposures due to immateriality, prohibitive economic cost of hedging particular exposures, or limited availability of appropriate hedging instruments.
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Note 4 - Condensed Consolidated Financial Statement Details (in millions) Other Current Assets Property, Plant, and Equipment, Net Other Assets Accrued Expenses Non-Current Liabilities Other Income and Expense (1) See Note 2, “Restatement of Condensed Consolidated Financial Statements.” Note 5 - Goodwill During the thi...
0001104659-06-084286/full-submission.txt
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In connection with this sale, the Company reduced goodwill by $31 million for the outstanding balance from the acquisition of PowerSchool, Inc. in 2001 and recognized a $4 million pre-tax gain, which is reflected in other income and expense in the condensed consolidated statement of operations.
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Note 6 - Income Taxes On October 22, 2004, the American Jobs Creation Act of 2004 (“AJCA”) was signed into law.
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The AJCA includes a provision for the deduction of 85% of certain foreign earnings that are repatriated, as defined in the AJCA, within a specified time frame.
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Among other requirements, dividends qualifying for the 85% deduction must be reinvested in the United States in certain qualified investments pursuant to a domestic reinvestment plan approved by the Chief Executive Officer (“CEO”) and Board of Directors.
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During the third quarter of 2006, the Company initiated a plan to repatriate approximately $1.5 billion of foreign earnings prior to the end of fiscal 2006, of which approximately $1.3 billion was repatriated during the third quarter, and of which $755 million is eligible for the reduced tax rate provided by the AJCA.
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Accordingly, the Company recorded a tax charge of $54 million related to the repatriation of foreign earnings under the provisions of the AJCA.
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In addition, the Company recorded a tax benefit of $78 million resulting from the implementation of tax planning strategies to realize deferred tax assets that were previously not recognizable within certain foreign subsidiaries.
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Note 7 - Shareholders’ Equity Preferred Stock The Company has five million shares of authorized preferred stock, none of which is outstanding.
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Under the terms of the Company’s Restated Articles of Incorporation, the Board of Directors is authorized to determine or alter the rights, preferences, privileges, and restrictions of the Company’s authorized but unissued shares of preferred stock.
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Restricted Stock Units The Company’s Board of Directors has granted restricted stock units to members of the Company’s senior management team, excluding its CEO.
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These restricted stock units generally vest over four years either at the end of the four-year service period, in two equal installments on the second and fourth anniversaries of the date of grant, or in equal installments on each of the first through fourth anniversaries of the grant date.
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Upon vesting, the restricted stock units will convert into an equivalent number of shares of common stock.
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The amounts of the restricted stock units expensed by the Company are based on the closing market price of the Company’s common stock on the date of grant and are amortized on a straight-line basis over the four-year requisite service period.
0001104659-06-084286/full-submission.txt
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The restricted stock units have been reflected in the calculation of diluted earnings per share utilizing the treasury stock method.
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Previously granted restricted stock units that vested during the third quarter and first nine months of 2006 were 25,000 and 2.43 million, respectively.
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A majority of these vested restricted stock units were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
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The total shares withheld of 11,438 and 965,517 for the three and nine months ended July 1, 2006, respectively, were based on the value of the restricted stock units on their vesting date as determined by the Company’s closing stock price.
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Total payments for the employees’ tax obligations to the taxing authorities were approximately $58 million.
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These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.
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CEO Restricted Stock Award On March 19, 2003, the Company’s Board of Directors granted 10 million shares of restricted stock to the Company’s CEO that vested on March 19, 2006.
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The amount of the restricted stock award expensed by the Company was based on the closing market price of the Company’s common stock on the date of grant and was amortized on a straight-line basis over the three-year requisite service period.
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Upon vesting during the second quarter of 2006, the restricted stock award was net-share settled such that the Company withheld shares with value equivalent to the CEO’s minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.
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The total shares withheld of 4.6 million was based on the value of the restricted stock award on the vesting date as determined by the Company’s closing stock price of $64.66.
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The remaining shares net of those withheld were delivered to the Company’s CEO.
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Total payments for the CEO’s tax obligations to the taxing authorities were approximately $296 million.
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The net-share settlement had the effect of share repurchases by the Company as it reduced and retired the number of shares outstanding and did not represent an expense to the Company.
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Stock Repurchase Plan In July 1999, the Company’s Board of Directors authorized a plan for the Company to repurchase up to $500 million of its common stock.
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This repurchase plan does not obligate the Company to acquire any specific number of shares or acquire shares over any specified period of time.
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The Company has repurchased a total of 13.1 million shares at a cost of $217 million under this plan and was authorized to repurchase up to an additional $283 million of its common stock as of July 1, 2006.
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Comprehensive Income Comprehensive income consists of two components, net income and other comprehensive income.
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Other comprehensive income refers to revenue, expenses, gains, and losses that under U.S. generally accepted accounting principles are recorded as an element of shareholders’ equity but are excluded from net income.
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The Company’s other comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable securities categorized as available-for-sale, and net deferred gains and losses on certain derivative in...
0001104659-06-084286/full-submission.txt
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The following table summarizes components of total comprehensive income, net of taxes, during the three and nine months ended July 1, 2006 and June 25, 2005 (in millions): (1) See Note 2, “Restatement of Condensed Consolidated Financial Statements,” in Notes to Condensed Consolidated Financial Statements.
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The following table summarizes the components of accumulated other comprehensive income (loss), net of taxes (in millions): The following table summarizes activity in other comprehensive income related to derivatives, net of taxes, held by the Company during the three and nine months ended July 1, 2006 and June 25, 200...
0001104659-06-084286/full-submission.txt
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Based on the terms of individual option grants, options granted under the 2003 Plan generally expire 7 to 10 years after the grant date and generally become exercisable over a period of four years, based on continued employment, with either annual or quarterly vesting.
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The 2003 Plan permits the granting of incentive stock options, nonstatutory stock options, restricted stock units, stock appreciation rights, and stock purchase rights.
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1997 Employee Stock Option Plan In August 1997, the Company’s Board of Directors approved the 1997 Employee Stock Option Plan (the “1997 Plan”), a non-shareholder approved plan for grants of stock options to employees who are not officers of the Company.
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Based on the terms of individual option grants, options granted under the 1997 Plan generally expire 7 to 10 years after the grant date and generally become exercisable over a period of four years, based on continued employment, with either annual or quarterly vesting.
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In October 2003, the Company terminated the 1997 Plan and no new options can be granted from this plan.
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1997 Director Stock Option Plan In August 1997, the Company’s Board of Directors adopted a Director Stock Option Plan (“Director Plan”) for non-employee directors of the Company, which was approved by shareholders in 1998.
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Pursuant to the Director Plan, the Company’s non-employee directors are granted an option to acquire 30,000 shares of Common Stock upon their initial election to the Board (“Initial Options”).
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The Initial Options vest and become exercisable in three equal annual installments on each of the first through third anniversaries of the grant date.
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On the fourth anniversary of a non-employee director’s initial election to the Board and on each subsequent anniversary thereafter, the director will be entitled to receive an option to acquire 10,000 shares of Common Stock (“Annual Options”).
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Annual Options are fully vested and immediately exercisable on their date of grant.
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Rule 10b5-1 Trading Plans Certain of the Company’s executive officers, including Mr. Timothy D. Cook, Ms. Nancy R. Heinen (formerly an executive officer), Mr. Peter Oppenheimer, Mr. Jonathan Rubinstein (formerly an executive officer), Mr. Philip W. Schiller, and Dr. Bertrand Serlet, have entered into trading plans purs...
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A trading plan is a written document that pre-establishes the amounts, prices, and dates (or formula for determining the amounts, prices, and dates) of future purchases or sales of the Company’s stock, including the exercise and sale of employee stock options, shares acquired pursuant to the Company’s employee stock pu...
0001104659-06-084286/full-submission.txt
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Employee Stock Purchase Plan The Company has a shareholder approved employee stock purchase plan (the “Purchase Plan”), under which substantially all employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market values as of the beginning and end of six-month off...
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Stock purchases under the Purchase Plan are limited to 10% of an employee’s compensation, up to a maximum of $25,000 in any calendar year.
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The number of shares authorized for issuance is limited to a total of one million shares per offering period.
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As of July 1, 2006, approximately 2.3 million shares were reserved for future issuance under the Purchase Plan.
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Stock Award Activity A summary of the Company’s stock award activity and related information for the nine months ended July 1, 2006 is set forth in the following table (stock award amounts and aggregate intrinsic value are presented in thousands): In conjunction with the amendments to the 2003 Plan that were approved a...
0001104659-06-084286/full-submission.txt
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This amendment is effective for all grants made after April 21, 2005.
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Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the exercise price multiplied by the number of options outstanding or exercisable.
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The weighted-average grant-date fair value of options granted during the three and nine months ended July 1, 2006 was $23.16 and $23.39, respectively.
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The weighted-average grant-date fair value of options granted during the three and nine months ended June 25, 2005 was $12.82 and $11.45, respectively.
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Total intrinsic value of options at time of exercise was $170.7 million and $1.1 billion for the three and nine months ended July 1, 2006, respectively, and $113 million and $880 million for the three and nine months ended June 25, 2005, respectively.
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As of July 1, 2006, the Company had 3.33 million restricted stock units outstanding with a total grant-date fair value of $129.8 million, which were excluded from the options outstanding balances in the preceding table.
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Aggregate intrinsic value of unvested restricted stock units at July 1, 2006 was $190.7 million.
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Restricted stock units that vested during the three and nine months ended July 1, 2006 were 25,000 and 2.43 million, respectively, which had a fair value of $1.6 million and $145.5 million, respectively.
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Granted restricted stock units have been deducted from the shares available for grant under the Company’s stock option plans.
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The number of shares of restricted stock that vested during the nine months ended July 1, 2006 was 10 million, which had a fair value of $646.6 million.
0001104659-06-084286/full-submission.txt