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0000320193
20021219
10-K
1,321
However, during the fourth quarter of 2002, the Company determined that the then current decline in the fair value of its investment in EarthLink was other-than-temporary.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,322
As a result, the Company recognized a $44 million charge to earnings to write-down the basis of its investment in EarthLink to $35 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,323
This charge was included in gains (losses) on non-current investments, net.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,324
As of September 28, 2002, the Company holds 6.5 million shares of EarthLink stock valued at $35 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,325
Akamai In June 1999, the Company invested $12.5 million in Akamai, a global Internet content delivery service.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,326
The investment was in the form of convertible preferred stock that converted into 4.1 million shares of Akamai common stock (adjusted for subsequent stock splits) at the time of Akamai's initial public offering in October 1999.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,327
Beginning in the first quarter of 2000, the Company categorized its shares in Akamai as available-for-sale.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,328
The fair value of the Company's investment in Akamai was approximately $216 million as of September 30, 2000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,329
During 2001, the Company sold a total of approximately 1 million shares of Akamai stock for net proceeds of approximately $39 million and recorded a gain before taxes of approximately $36 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,330
As of September 29, 2001, the Company held 3.1 million shares of Akamai stock valued at $9 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,331
During the first quarter of 2002, the Company sold 250,000 shares of Akamai stock for net proceeds of $2 million and a gain before taxes of $710,000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,332
No sales of Akamai were made in any of the subsequent quarters of fiscal 2002.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,333
However, during the fourth quarter of 2002, the Company determined that the decline in the fair value of its investment in Akamai was other-than-temporary.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,334
As a result, the Company recognized a $6 million charge to earnings to write-down the basis of its investment in Akamai to $3 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,335
This charge was included in gains (losses) on non-current investments, net.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,336
As of September 28, 2002, the Company holds 2.9 million shares of Akamai stock valued at $3 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,337
ARM Holdings ARM is a publicly held company in the United Kingdom involved in the design and licensing of high performance microprocessors and related technology.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,338
During the first quarter of 2002, the Company sold 4.7 million shares of ARM stock for both net proceeds and a gain before taxes of $21 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,339
No sales of ARM were made in any of the subsequent quarters of fiscal 2002.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,340
As of September 28, 2002, the Company holds 278,000 shares of ARM stock valued at $578,000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,341
During 2001, the Company sold a total of approximately 29.8 million shares of ARM stock for net proceeds of approximately $176 million and recorded a gain before taxes of approximately $174 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,342
As of September 29, 2001, the Company held 5 million shares of ARM stock valued at $17 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,343
During 2000, the Company sold a total of approximately 45.2 million shares of ARM stock for net proceeds of approximately $372 million and recorded a gain before taxes of approximately $367 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,344
Samsung During the fourth quarter of 1999, the Company invested $100 million in Samsung to assist in the further expansion of Samsung's TFT-LCD flat-panel display production capacity.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,345
The investment was in the form of three year unsecured bonds, which were convertible into approximately 550,000 shares of Samsung common stock beginning in July 2000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,346
The bonds carried an annual coupon rate of 2% and pay a total yield to maturity of 5% if redeemed at their maturity.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,347
The fair value of the Company's investment in Samsung was approximately $123 million as of September 30, 2000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,348
Prior to its sale, the Company had categorized its investment in Samsung as available-for-sale requiring that it be carried at fair value with unrealized gains and losses, net of taxes, reported in equity as a component of accumulated other comprehensive income.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,349
The fair value of the Company's investment in Samsung was approximately $123 million as of September 30, 2000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,350
With the adoption of SFAS No.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,351
133 on October 1, 2000, the Company was required to account for the conversion option embedded in the Samsung bonds separately from the related debt.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,352
The conversion feature was carried at fair value with any changes in fair value recognized in earnings in the period in which they occur.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,353
Included in the $17 million gross SFAS No.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,354
133 transition adjustment recorded in earnings during the first quarter of fiscal 2001 was a $23 million favorable adjustment for the restatement to fair value as of October 1, 2000, of the derivative component of the Company's investment in Samsung.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,355
To adjust the carrying value of the derivative component of its investment in Samsung to fair value as of December 30, 2000, the Company recognized an unrealized loss of approximately $13 million during the first quarter of 2001.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,356
During the second quarter of 2001, the Company sold this investment for book value, including accrued interest, and received net proceeds of approximately $117 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,357
Other Strategic Investments The Company has made additional minority debt and equity investments in several privately held technology companies which were reflected in the consolidated balance sheets in other assets.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,358
These investments are inherently risky because the products and/or markets of these companies are typically not fully developed.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,359
During 2001 the Company determined that the decline in fair value of certain of these investments was other-than-temporary and, accordingly, recognized a charge to earnings of approximately $8 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,360
This charge was included in gains (losses) on non-current investments, net.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,361
During 2002, the Company determined that the decline in fair value of certain of these investments was other-than-temporary and, accordingly, recognized a charge to earnings of $15 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,362
These charges were included in gains (losses) on non-current investments, net.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,363
As of September 28, 2002, the Company has no private debt or equity investments reflected in its consolidated balance sheet.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,364
Note 3-Consolidated Financial Statement Details Inventories (in millions) Property, Plant, and Equipment (in millions) Accrued Expenses (in millions) Interest and Other Income, Net (in millions) Note 4-Acquisitions Goodwill and Other Acquisition-Related Intangibles The following table summarizes the components of gross...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,365
142 has been reflected in the gross carrying amount of goodwill as of September 28, 2002 and September 29, 2001.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,366
Expected annual amortization expense related to acquired technology is as follows (in millions): Amortization expense related to acquired intangible assets is as follows (in millions): Net income (loss) and net income (loss) per share adjusted to exclude amortization of goodwill in fiscal periods prior to 2002 follows ...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,367
The acquisition has been accounted for as a purchase.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,368
The portion of the purchase price allocated to purchased in-process research and development (IPR&D) was expensed immediately, and the portion of the purchase price allocated to acquired technology and to tradename will be amortized over their estimated useful lives of 3 years.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,369
Total consideration was allocated as follows (in millions): The amount of the purchase price allocated to IPR&D was expensed upon acquisition, because the technological feasibility of products under development had not been established and no alternative future uses existed.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,370
The IPR&D relates primarily to Emagic's Logic series technology and extensions.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,371
At the date of the acquisition, the products under development were between 43%-83% complete, and it was expected that the remaining work would be completed during the Company's fiscal 2003 at a cost of approximately $415,000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,372
The remaining efforts include finalizing user interface design and development, and testing.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,373
The fair value of the IPR&D was determined by an independent third-party valuation using the income approach, which reflects the projected free cash flows that will be generated by the IPR&D projects and that are attributable to the acquired technology, and discounting the projected net cash flows back to their present...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,374
Acquisition of certain assets of Zayante, Inc., Prismo Graphics, and Silicon Grail During fiscal 2002 the Company acquired certain technology and patent rights of Zayante, Inc., Prismo Graphics, and Silicon Grail Corporation for a total of $20 million in cash.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,375
These transactions have been accounted for as asset acquisitions.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,376
The purchase price for these asset acquisitions, except for $1 million identified as contingent consideration which will be allocated to compensation expense over the next 3 years, has been allocated to acquired technology and will be amortized on a straight-line basis over 3 years, except for certain assets acquired f...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,377
Acquisition of Nothing Real, LLC During the second quarter of 2002, the Company acquired certain assets of Nothing Real, LLC (Nothing Real), a privately-held company that develops and markets high performance tools designed for the digital image creation market.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,378
Of the $15 million purchase price, the Company has allocated $7 million to acquired technology, which will be amortized over its estimated life of 5 years.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,379
The remaining $8 million, which has been identified as contingent consideration, rather than recorded as an additional component of the cost of the acquired assets, will be allocated to future compensation expense in the appropriate periods over the next 3 years.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,380
Acquisition of Spruce Technologies, Inc.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,381
In July 2001, the Company acquired Spruce Technologies, Inc. (Spruce), a privately-held company that develops and markets DVD authoring products, for $14.9 million in cash.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,382
Goodwill associated with the acquisition of Spruce is not subject to amortization pursuant to the transition provisions of SFAS No.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,383
142.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,384
The consolidated financial statements include the operating results of Spruce from the date of acquisition.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,385
Total consideration was allocated as follows (in millions): Acquisition of PowerSchool, Inc.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,386
In May 2001, the Company acquired PowerSchool, Inc. (PowerSchool), a provider of web-based student information systems for K-12 schools and districts that enables schools to record, access, report, and manage their student data and performance in real-time, and gives parents real-time web access to track their children...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,387
The consolidated financial statements include the operating results of PowerSchool from the date of acquisition.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,388
The purchase price of approximately $66.1 million consisted of the issuance of approximately 2.4 million shares of the Company's common stock with a fair value of $61.2 million, the issuance of stock options with a fair value of $4.5 million, and $300,000 of direct transaction costs.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,389
The fair value of the common stock options issued was determined using a Black-Scholes option pricing model with the following assumptions: volatility of 67%, expected life of 4 years, dividend rate of 0%, and risk-free rate of 4.73%.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,390
Total consideration was allocated as follows (in millions): The amount of the purchase price allocated to IPR&D was expensed upon acquisition, because the technological feasibility of products under development had not been established and no alternative future uses existed.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,391
The IPR&D relates to technologies representing processes and expertise employed to design, develop, and deploy a functioning, scalable web-based student information system for use by K-12 schools.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,392
At the date of the acquisition, the product under development was approximately 50% complete, and it was expected that the remaining 50% would be completed during the Company's fiscal 2002 at a cost of approximately $9.25 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,393
The remaining efforts, which were completed in 2002, included completion of coding, finalizing user interface design and development, and testing.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,394
The fair value of the IPR&D was determined by an independent third-party valuation using the income approach, which reflects the projected free cash flows that will be generated by the IPR&D projects and that are attributable to the acquired technology, and discounting the projected net cash flows back to their present...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,395
The acquired intangibles are being amortized over their estimated useful lives of three years, respectively.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,396
Deferred stock compensation associated with restricted stock and options is being amortized over the required future vesting period of three years.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,397
In the fourth quarter of 2001, an adjustment was made to increase goodwill associated with the acquisition of PowerSchool by $5.9 million due to the identification of previously unidentified loss contingencies that were in existence prior to consummation of the acquisition.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,398
Acquisition-Related Deferred Stock Compensation The Company allocated $12.8 million of its purchase consideration for PowerSchool to acquisition-related deferred stock compensation within shareholders' equity.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,399
This amount represents the intrinsic value of stock options assumed that vest as future services are provided by employees and related to 445,000 common shares issued contingent on continued employment of certain PowerSchool employee stockholders.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,400
Pro Forma Financial Information The unaudited pro forma financial information below presents the condensed consolidated financial results of the Company assuming that PowerSchool and Spruce, acquired in 2001, had been acquired at the beginning of 2000 and includes the effect of amortization of goodwill and other acquir...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,401
The impact of the charge for IPR&D associated with the acquisition of PowerSchool has been excluded.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,402
This pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of future operations that would have been achieved had the acquisitions taken place at the beginning of 2000.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,403
Pro forma information follows (in millions, except per share amounts): Note 5-Special Charges Restructuring Actions 2002 Restructuring Actions During fiscal 2002, the Company recorded total restructuring charges of approximately $30 million related to actions intended to eliminate certain activities and better align th...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,404
During the fourth quarter of 2002, the Company's management approved and initiated restructuring actions with a total cost of approximately $6 million designed to reduce headcount costs in Corporate operations and sales and to adjust its PowerSchool product strategy.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,405
These restructuring actions resulted in the elimination of approximately 180 positions worldwide at a cost of $1.8 million, 161 of which were eliminated by September 28, 2002.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,406
Eliminated positions were primarily in Corporate operations, sales, and PowerSchool related research and development.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,407
The shift in product strategy at PowerSchool included discontinuing development and marketing of PowerSchool's PSE product.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,408
This shift resulted in the impairment of previously capitalized development costs associated with the PSE product in the amount of $4.5 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,409
As of September 28, 2002, substantially all of the $6 million accrual had been utilized, except for insignificant severance and related costs associated with the 19 remaining positions.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,410
During the first quarter of 2002, the Company's management approved and initiated restructuring actions with a total cost of approximately $24 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,411
These restructuring actions will result in the elimination of approximately 425 positions worldwide, 415 of which were eliminated by September 28, 2002, at a cost of $8 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,412
Positions were eliminated primarily in the Company's operations, information systems, and administrative functions.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,413
In addition, these restructuring actions also included significant changes in the Company's information systems strategy resulting in termination of equipment leases and cancellation of existing projects and activities.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,414
Related lease and contract cancellation charges totaled $12 million, and charges for asset impairments totaled $4 million.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,415
Of the original $24 million restructuring charge made during the first quarter of 2002, approximately $23 million had been spent as of September 28, 2002 and approximately $250,000 was reversed during the second quarter of 2002 due to lower actual costs than originally estimated for certain lease commitments and severa...
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,416
The remaining $1 million accrual relates primarily to future payments on abandoned operating leases.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,417
2000 Restructuring Actions During the first quarter of 2000, the Company initiated restructuring actions resulting in recognition of an $8 million restructuring charge.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,418
This charge was comprised of $3 million for the write-off of various operating assets and $5 million for severance payments to approximately 95 employees associated with consolidation of various domestic and international sales and marketing functions.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,419
Of the $5 million accrued for severance, $2.5 million had been spent before the end of 2000, and the remainder was spent in 2001.
0001047469-02-007674/full-submission.txt
0000320193
20021219
10-K
1,420
Of the $3 million accrued for the write-off of various assets, substantially all was utilized before the end of 2000.
0001047469-02-007674/full-submission.txt