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SOFTWARE (NON-INTERNET/MOBILE) | Networking & Connectivity Software
hnc.com

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Acquired | Acquired

About HNC Software

HNC Software is a provider of Customer Insight software that enables companies to acquire, manage and retain customers. HNC's decision management and customer analytics technology analyze both structured and unstructured data so companies can derive value from all information. The company's sophisticated software is used in the telecommunications, financial services, insurance and e-commerce industries.

HNC Software Headquarter Location

5221 Olive Hill Road

Fallbrook, California, 92028,

United States

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TRANSACTION SYSTEMS ARCHITECTS INC - 10-K Annual Report - 09/30/1999

Sep 21, 2018

required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ____ Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of December 17, 1999, there were outstanding 32,623,131 shares of the Company's Class A Common Stock, par value $.005. As of that date, the aggregate market value of the shares of common stock held by nonaffiliates of the registrant (based on the last sale price of $26.75 per share for the registrant's common stock as of such date) was $872,668,754. DOCUMENTS INCORPORATED BY REFERENCE definitive Proxy Statement for the Annual Meeting of Stockholders of the Company to be held February 22, 2000, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the Registrant's fiscal year. markets, installs and supports a broad line of software products and services primarily focused on facilitating electronic payments and electronic commerce. The Company's products are organized into four lines-of-business groups--Consumer Banking, Corporate Banking, Retail Solutions and System Solutions. product line and include it's most mature and well-established applications. These applications include the Company's BASE24, TRANS24, OCM24, Integrated Voice Response (IVR), Smart Card and Internet Banking (I24) product lines. Financial institutions and third-party processors use these products to route and process transactions for Automated Teller Machine (ATM) networks; process transactions from retailers using traditional Point of Sale (POS) devices and the Internet; handle Internet and phone banking transactions; control fraud and money laundering and issue and manage multi-functional applications on smart cards. Products in the Consumer Banking group represent approximately 73% of the Company's fiscal 1999 revenue. CO-ach, Money Transfer System (MTS) and MoneyNet products. The CO-ach product is used by financial institutions to automatically deposit paychecks and process other automated clearing house (ACH) transactions. Financial institutions use the MTS and MoneyNet products to automate the process by which institutions transfer high-value payments. Products in the Corporate Banking group represent approximately 8% of the Company's fiscal 1999 revenue. WINPAY24 which are used by some of the world's largest retailers to route transactions from their ATM and POS networks; process Electronic Benefit Transfer (EBT) transactions, authorize checks, establish frequent shopper programs and control fraud. In addition, Retail Solutions products include E24 which allows retailers to process e-commerce payment transactions. Products in the Retail Solutions group represent approximately 6% of the Company's fiscal 1999 revenue. customers in many industries to monitor mission critical systems, establish communication links between high-volume systems and handle intersystem messaging primarily through the use of the Company's ICE, NET24, Enguard and Extractor/Replicator products. Products in the System Solutions group represent approximately 13% of the Company's fiscal 1999 revenue. supported through the Company's wholly-owned subsidiary, ACI Worldwide Inc (ACI). ACI sells and supports the products and services through three distribution networks: the Americas, Europe/Middle East/Africa (EMEA) and Asia/ Pacific. Each distribution network primarily uses its own sales force and supplements this with reseller and/or distributor networks. At September 30, 1999, the Company's customers include 111 of the 500 largest banks in the world, as measured by asset size, and 22 of the top 100 retailers in the United States as measured by revenue. As of September 30, 1999, the Company had 2,314 customers in 79 countries on six continents. During fiscal years 1999, 1998 and 1997, approximately 53%, 55% and 54%, respectively, of the Company's total revenues resulted from international operations and approximately 66%, 63% and 64% respectively, of its revenues were derived from licensing the BASE24 family of products and providing related services and maintenance. 1997. The Company's acquisition strategy is focused primarily on two areas: (i) additional products and platforms to complement and enhance the Company's strategy of being the leading provider of electronic payments software for banks, retailers and other enterprises needing high-volume, reliable processing engines and (ii) geographic expansion into markets which have proven or have a high level of opportunity to embrace electronic payments. Acquisitions in fiscal 1999, 1998 and 1997 include the following: Open System Solutions, Inc............................... October 1996 Regency Voice Systems, Inc............................... May 1997 IntraNet, Inc............................................ August 1998 Smart Card Integrators Ltd. (SCIL)....................... August 1998 Media Integration BV (MINT).............................. November 1998 U.S. Processing, Inc. (USPI)............................. December 1998 Insession, Inc. (Insession).............................. March 1999 SDM International, Inc. (SDM)............................ July 1999 The acquisition of MINT reflects the Company's strategic decision to expand its smart card product expertise and product offerings. MINT's products are used to issue and manage multi-functional applications on smart cards. The acquisition of USPI provided the Company with service bureau processing capabilities. Due to on-going capital cost requirements, USPI was subsequently sold to First Data Resources in September of 1999. The acquisition of Insession provided the Company with complete control over the development and distribution of the ICE product. The Company was previously the exclusive distributor of the ICE product under an agreement with Insession that was due to expire in March 2001. Through the acquisition of SDM, the Company added the OCM24 electronic payments software solution that runs on IBM's Parallel Sysplex platform. issuers, switch interchanges, transaction acquirers and transaction generators, including ATM networks, retail merchant locations and, increasingly, the Internet. The routing, control and settlement of electronic payments is a complex activity due to the large number of locations and variety of sources from which transactions can be generated, the large number of issuers in the market, high transaction volumes, geographically dispersed networks, differing types of authorization and varied reporting requirements. These activities are typically performed online and must be conducted 24 hours a day, 7 days a week. Electronic payments software carries transactions from the transaction generators to the acquiring institutions. The software then uses regional or national switches to access the card issuers for approval or denial of the transactions. The software returns messages to the sources, thereby completing the transactions. Electronic payments software may be required to interact with dozens of devices, switch interchanges and communication protocols around the world. The electronic payments market has expanded both domestically and internationally. including maintenance fees. The Company's consumer banking and retail solutions software products include the following: operating electronic payment networks in the consumer banking and retail industries. The modular architecture of the products enables customers to select the application and system components that are required to operate their networks. functions for electronic payments processing than products offered by its competitors. BASE24 allows customers to adapt to changing network needs by supporting over 40 different types of ATM and POS terminals, over 100 interchange interfaces and various authorization and reporting options. 5 servers. The NonStop Himalaya parallel-processing environment offers fault-tolerance, linear expandability and distributed processing. The combination of features offered by BASE24 and NonStop Himalaya are important characteristics in high volume, 24-hour per day electronic payment systems. The Company believes that the NonStop Himalaya platform will continue to be a widely accepted platform for transaction processing in the electronic payments market. There can be no assurance that the NonStop Himalaya servers will continue to be a widely accepted platform for this market. TRANS24. TRANS24 is a family of products, marketed principally in the banking industry, that runs on a variety of hardware platforms, including IBM mainframes, and RISC/UNIX servers. The TRANS24 electronic payment products support online processing of transactions in ATM or POS environments. These products have traditionally been marketed to smaller institutions, and in certain international markets where Compaq has limited market share. The TRANS24-Card Manager and Settlement Manager products are also marketed to customers with BASE24, as they can be interfaced to BASE24 and represent value-added services necessary to operate an electronic payments solution effectively. facilitates a broad range of applications for retailers. These applications include debit and credit card processing, ACH processing, electronic benefits transfer, card issuance and management, check authorization, customer loyalty programs and returned check collection. The WINPAY24 products operate on the Windows NT platform. the IBM S/390 Parallel Enterprise Server. OCM24 consists of integrated modules that delivers all of the ATM, POS, switching, cardholder management and encryption services needed to operate proprietary or inter-bank electronic payment networks. to combat credit/ debit card fraud, application fraud, merchant fraud and bankruptcy detection. The neural network technology learns to recognize transaction patterns through modeling techniques. E24. E24 is the Company's e-commerce Internet payment processing solution for retailers, merchant processors and card issuers. E24 provides a secure, scalable, reliable Internet payment processing engine that complements existing mission critical systems. E24 includes a browser-based interface which makes managing Internet oriented transactions easier by integrating with BASE24 and WINPAY24 payment processing systems. E24 uses both Secure Socket Layer (SSL) and Secure Electronic Transaction (SET) security standards. I24. I24 is a set of on-line banking solutions for financial solutions providers. The I24 family of products provide financial institutions the ability to offer Internet banking solutions to its consumer banking and business banking customers. The I24 products provide financial institutions' consumer banking customers the ability to access account information, view and pay bills, initiate transactions and communicate with the financial institution. In addition, for a financial institutions business banking customers, I24 has Web-based cash management and customer relationship management capabilities. SMART CARD PRODUCTS. The Company's smart card solutions allow the use of stored-value and chip card authorization applications at smart card-enabled devices. The solutions facilitate authorization of funds transfers from existing accounts to cards. They also leverage chip technology to enhance debit/ credit card authentication and security. The smart card solutions preserve legacy investment by allowing the integration of these emerging technologies into existing electronic delivery environments. voice response (IVR) software product which allows banks to offer their customers answers to routine questions such as balance inquiry, last deposit, maturity dates, transaction history, interest information, payment dates and 6 targeted at small to mid-sized community banks and runs on personal computers. CORPORATE BANKING SOFTWARE PRODUCTS Transfer System (MTS), (ii) CO-ach and (iii) MoneyNet. MTS and MoneyNet are systems for generating, authorizing, routing, settling and controlling high-value wire transfer transactions in a secure, fault-tolerant environment. MTS communicates over proprietary networks using a variety of messaging formats, including CHIPS, S.W.I.F.T., Telex, FedWire and Fed Book Entry Securities. MoneyNet is primarily used domestically and is focused on the FedWire market. MTS operates on Digital's VAX VMS operating system and the IBM RS/6000 platform. MoneyNet operates exclusively on Compaq's NonStop Himalaya servers. CO-ach is a system for initiating, controlling, settling and reporting ACH transactions. ACH transactions are electronic payments that replace traditional paper checks. CO-ach is targeted at large ACH originators with high transaction volumes. In addition to large domestic ACH originators, the Company is marketing CO-ach to international markets, where standards similar to those in the U.S. for automated check clearing are emerging. CO-ach operates exclusively on Compaq's NonStop Himalaya servers. that facilitate network monitoring, connectivity, management and integration. The Company distributes and supports its System Network Architecture (SNA) connectivity tool, known as ICE, which facilitates connectivity between Compaq and IBM computers. The Company has also developed NET24, a message-oriented middleware product that acts as the layer of software which manages the interface between application software and computer operating systems and helps customers perform network and legacy systems integration projects and Enguard, which is a proactive monitoring, alarm and dispatching software tool. In addition, the System Solutions products include Extractor/Replicator which is a data center management enhancement software product. SERVICES TWELVE MONTHS ENDED ======= ======= ======= provided to customers who have licensed one or more of the Company's software products. Services offered by the Company include programming and programming support, day-to-day systems operations, network operations, help desk staffing, quality assurance testing, problem resolution, system design, and performance planning and review. Technical services are priced on a weekly basis according to the level of technical expertise required and the duration of the project. PROJECT MANAGEMENT. The Company offers a Project Management and Implementation Plan ("PMIP") which provides customers using the Company's software products with a variety of support 7 training, site preparation, installation, testing and go-live support, and project management throughout the project life cycle. The Company offers additional services, if required, on a fee basis. PMIPs are offered for a fee which varies based on the level and quantity of included support services. FACILITIES MANAGEMENT. The Company offers facilities management services whereby the Company operates a customer's electronic payments system for multi-year periods. Pricing and payment terms for facilities management services vary on a case-by-case basis giving consideration to the complexity of the facility or system to be managed, the level and quantity of technical services required, and other factors relevant to the facilities management agreement. CUSTOMER SUPPORT extended service option, called the Enhanced Support Program ("ESP"). Maintenance fees, including ESP, were $63.9 million, $57.1 million and $48.7 million, or 18.0%, 19.1% and 20.0% of total revenues, during fiscal years 1999, 1998 and 1997, respectively. provides maintenance services to customers for a monthly fee ranging from 1.0% to 1.5% of the related software price. Virtually all new customer contracts include a provision for maintenance services. Maintenance services include: - Twenty-four hour hotline for problem resolution - Customer account management support releases of the product which often contain product enhancements, are typically included at no additional fee. The Company's agreements with its customers permit the Company to charge for substantial product enhancements which are not provided as part of the maintenance agreement. The Company determines on a case-by-case basis for which of these enhancements it will charge an additional fee. product lines. The groups help the Company determine its product strategy, development plans and aspects of customer support. ENHANCED SUPPORT PROGRAM. Each ESP customer is assigned an experienced technician to work with its system. The technicians perform functions such as: - Install and test software fixes - Retrofit customer specific software modifications ("RPQs") into new software releases - Maintain a detailed RPQ history - Monitor customer problems on HELP24 hotline database on a priority basis - Supply on-site support, available upon demand 8 STRATEGIC RELATIONSHIPS strategic alliances with other software and hardware providers. These relationships are typically formed with the objective of providing the Company with additional products to complement and enhance the Company's suite of product offerings. Such relationships include the following: DIGITAL COURIER TECHNOLOGIES, INC. (DCTI). The Company has a distribution arrangement with DCTI whereby the Company distributes DCTI's e-commerce products in combination with the Company's E24 products to provide a full-range of e-commerce payment processing solutions for retailers. EDIFY CORPORATION. The Company has an agreement with Edify, a wholly-owned subsidiary of SI Corporation, whereby it is licensed to incorporate Edify's Electronic Banking System (EBS) set of software products into the Company's I24 family of Internet banking solutions. The EBS products extend the I24 product line to include browser-based consumer and business banking, electronic bill payment and bill presentment capabilities. NESTOR. The Company has a distribution agreement with Nestor which allows the Company to distribute Nestor's PRISM products. The PRISM software products are real time bank-card and credit-card fraud detection products. GLOBESET. The Company has entered into a distribution agreement with GlobeSet whereby the Company distributes, installs and supports GlobeSet's Internet payment security software products. GlobeSet's products, which support SSL and SET, are combined with the Company's electronic funds transfer systems to provide secure, end-to-end payment processing from consumer to merchant to financial institution. which allows it to offer Golden Gate's Extractor/Replicator (E/R) product to its customers. The E/R product is a data center management enhancement software product. E/R provides features for data to be extracted and replicated flexibly, efficiently and reliably. A primary use of E/R is to create effective data mart feeds. corporate payments and smart card customers are large financial institutions, retailers or third-party processors operating large, geographically-distributed electronic payment networks capable of capturing large volumes of transactions through many types of devices and accessing a variety of switches. At September 30, 1999, the Company's customer base includes 111 of the 500 largest banks in the world as measured by asset size, and 22 of the top 100 retailers in the United States as measured by revenue. The Company's IVR product customers are typically small to midsize banks located primarily in the Americas region and totaled approximately 1,400 at September 30, 1999. 9 by geographic region and industry segment as of September 30, 1999: FINANCIAL PROCESSORS/ - ----------------- ------------ ----------- --------- -------- -------- Europe, Middle East and Africa (EMEA)......... 106 34 3 52 195 Asia/Pacific.................................. 93 15 2 15 125 ----- --- -- --- ----- ===== === == === ===== assigned to specific regions or specific products. In addition, the Company uses distributors and sales agents to supplement its direct sales force in countries where business practices or customs make it appropriate, or where it is uneconomical to have a direct sales staff. As of September 30, 1999 the Company employed 172 people in direct sales, and had arrangements with 26 distributors and sales agents. The Company generates a majority of its sales leads through existing relationships with vendors, customers and prospects, or through referrals. Boston, Dallas, Johannesburg, London, Melbourne, Mexico City, Naples, Omaha, Oslo, Sao Paulo, Singapore, Wiesbaden, Tokyo and Toronto. The offices are responsible for direct and distributor or sales agent-facilitated sales for designated regions. existing product lines. The Company is typically responsible for sales and marketing as well as first line support. These agreements are generally for a period of two to three years and involve revenue sharing based on relative responsibilities. versions of existing products. The Company believes that the timely development of new applications and enhancements is essential to maintain its competitive position in the market. to determine requirements. The Company works with device manufacturers, such as NCR and Diebold, to ensure compatibility with the latest ATM technology. The Company works with interchange vendors, such as VISA and MasterCard, to ensure compliance with new regulations or processing mandates. The Company works with platform vendors, such as Compaq and IBM, to ensure compatibility with new operating system releases and generations of hardware. Customers often provide additional information on requirements and serve as beta-test partners. The Company's research and development staff consisted of 459 employees as of September 30, 1999. The Company's total research and development expenses, excluding capitalized software development costs were $34.6 million, $26.2 million and $20.1 million during fiscal years 1999, 1998 and 1997, or 9.8%, 8.8% and 8.2% of total revenues, respectively. BACKLOG $30.9 million in software license fees and $34.2 million in services. The Company includes in its non-recurring revenue 10 contemplates recognition of the related revenue within one year. There can be no assurance that the contracts included in non-recurring revenue backlog will actually generate the specified revenues or that the actual revenues will be generated within the one year period. As of September 30, 1998 and 1997, the Company had non-recurring revenue backlog of $30.2 million and $27.7 million, respectively, in software license fees and $35.6 million and $19.2 million, respectively, in services. $138.7 million. The Company defines recurring revenue backlog to be all monthly license fees, maintenance fees and facilities management fees specified in executed contracts to the extent that the Company contemplates recognition of the related revenue within one year. There can be no assurance that contracts included in recurring revenue backlog will actually generate the specified revenues or that the revenues will be generated within the one year period. As of September 30, 1998 and 1997, the Company had $119.4 million and $94.5 million, respectively, of recurring revenue backlog. COMPETITION the market include breadth of product features, product quality and functionality, marketing and sales resources, customer service and support and price. group are e-funds, S2 Systems, Inc., IFS International and Oasis Technology. In addition, the Company encounters competition from third-party processors and from other vendors offering software on a wide range of product platforms. There is no single significant competitor in the international market. As electronic payments transaction volumes increase and banks face higher processing costs, third-party processors will constitute stronger competition to the Company's efforts to market its solutions to smaller institutions. In the larger institution market, the Company believes that third-party processors will be less competitive since large institutions attempt to differentiate their electronic payments product offerings from their competition. In the Corporate Banking business group, the company's most significant competitors are Logica and Fundtech. In addition, the Company also experiences competition from software developed internally from potential customers. The retail solutions business group faces a very fragmented competitive environment. Competitors range from large transaction processors handling retail credit card transactions to smaller, regional software developers. The most significant competition for the Systems Solutions business group is Compaq Computers, Inc. license agreements, nondisclosure and other contractual provisions and technical measures to protect its proprietary rights. The Company distributes its software products under software license agreements that typically grant customers nonexclusive licenses to use the products. Use of the software products is usually restricted to designated computers at specified locations and is subject to terms and conditions prohibiting unauthorized reproduction or transfer of the software products. The Company also seeks to protect the source code of its software as a trade secret and as a copyrighted work. Despite these precautions, there can be no assurance that misappropriation of the Company's software products and technology will not occur. Although the Company believes that its intellectual property rights do not infringe upon the proprietary rights of third parties, there can be no assurance that 11 there can be no assurance that intellectual property protection will be available for the Company's products in certain foreign countries. EMPLOYEES 293 were engaged in administration, 395 in sales and marketing, 817 in software development and 689 in customer support. The Company's success is dependent upon its ability to attract and retain qualified employees. None of the Company's employees are subject to a collective bargaining agreement. The Company believes that its relations with its employees are good. SEGMENT AND GEOGRAPHIC INFORMATION marketing, installation and technical support of software products and services primarily focused on facilitating electronic payments and electronic commerce. See Note 13 to the Company's Consolidated Financial Statements for information relating to the Company's geographic areas and four lines-of-business groups. EXECUTIVE OFFICERS OF THE REGISTRANT The Company's executive officers are as follows: NAME AGE POSITION David C. Russell.......................... 51 Chief Executive Officer, President and Director Gregory J. Duman.......................... 44 Chief Financial Officer and Treasurer David P. Stokes........................... 43 General Counsel and Secretary Dwight G. Hanson.......................... 41 Chief Accounting Officer Edward H. Mangold......................... 54 Senior Vice President -- Americas Region Mark R. Vipond............................ 40 Senior Vice President -- Consumer Banking Jeffrey S. Hale........................... 41 Senior Vice President -- Business Development Don McLarty............................... 52 Vice President -- Asia/Pacific Region Stephen J. Royer.......................... 41 Vice President -- System Solutions Jon D. Parr............................... 42 Vice President -- EMEA Region Stephen M. Bailey......................... 43 Vice President -- Corporate Banking Marlin R. Howley.......................... 43 Vice President -- Retail Solutions Anthony J. Parkinson...................... 47 Vice President -- Enterprise Solutions Group Mr. Fisher is Chairman of the Board of TSA. Since joining ACI in 1987, he has served in various capacities, including Vice President of Financial Systems, Senior Vice President of Software and Services, Executive Vice President, Chief Operating Officer, President and Chief Executive Officer. Prior to joining ACI, he held the position of President for the Government Services Division of First Data Resources ("FDR"), an information processing company. Mr. Russell was appointed President and Chief Executive Officer of TSA in November 1999. He joined ACI in 1989 serving as Vice President of Strategic Planning, later serving as Vice President of Customer Support, Senior Vice President of Software and Services, Senior Vice President of the EFT Product Company, President of ACI and Chief Operating Officer of TSA. From 1984 to 1989, he held various operations and planning positions at FDR. 12 Controller in 1985 and Vice President of Finance and Chief Financial Officer in 1991. From 1979 to 1983, he worked for Arthur Andersen & Co. as a certified public accountant. Assistant Counsel in 1988. Prior to joining ACI, he was a partner in a private law firm in Omaha. President of Finance in 1997. From 1981 to 1991, Mr. Hanson worked for Coopers & Lybrand as a Certified Public Accountant. Mr. Mangold joined ACI in 1987 and served in sales management positions prior to his appointment in 1990 as Senior Vice President of the Americas Region. From 1968 to 1987, he held various sales and management positions at Unisys, Inc. National Sales Manager of ACI Canada and Vice President of the Emerging Technologies and Network Systems Divisions prior to his appointment in 1996 as President of USSI. In 1998, he was named Senior Vice President of Consumer Banking. Prior to joining ACI, he was a Systems Engineer at IBM. Mr. Hale was appointed Senior Vice President of Business Development in 1998. He joined ACI in 1987 and served in various sales, marketing and strategic planning positions and as Vice President in charge of the ACI Product Company. From 1981 to 1986, Mr. Hale was a manager in the management information consulting division of Arthur Andersen LLP. Mr. McLarty was named Managing Director of the Asia/Pacific region in 1997. He joined ACI in 1987 serving in various sales and marketing capacities in Canada. From 1990 through 1997 he was an independent development consultant in Canada. Prior to joining ACI, Mr. McLarty held various sales and marketing positions with Tandem Computers, Air Canada, Bank of Montreal and The Bank of Nova Scotia. Mr. McLarty is based in Singapore. Mr. Royer joined Grapevine in 1988 as Director of Sales and was named President in 1991. He became Vice President of TSA in 1996 and Vice President of System Solutions in 1998. Prior to joining Grapevine, he held sales management positions at Software Alliance, ACI and IBM. Mr. Parr joined ACI in 1987 and served in various Sales and Sales Management positions including Vice President of U.S. EFT sales. He was appointed to Managing Director ACIL and Vice President EMEA region in August 1998. Prior to joining ACI, Mr. Parr held various Sales and Marketing positions at Borroughs, Docutel and REI. Mr. Parr is based in London. Mr. Bailey is Vice President of Corporate Banking of TSA and President and Chief Executive Officer of IntraNet, Inc. Since joining ACI in 1994, he served as Managing Director of ACI's Pacific operations in Melbourne, Australia. From 1986 to 1993, he held various sales and management positions at Tandem Computers. development. From 1984 through 1995 he served in various sales and marketing capacities. In 1995 Mr. Howley became Vice President of Marketing in the Americas Region which he held until he was named Vice President of Retail Solutions in 1998. in December 1999. He joined ACI in 1984 and has held several positions including Director of Sales and Marketing, Europe and Middle East, and as Vice President of Emerging Technologies and Network Systems. In 1998, he was named Vice President of System Solutions Sales. Prior to Mr. Parkinson joining ACI, he held the position of Vice President, Electronic Commerce Division with Bank of America, in Chicago and San Francisco. 13 headquarters, principal product development group, and sales and support groups for the Americas. The leases for these facilities expire in fiscal 2002 through 2008, with the principal lease terminating in fiscal 2008. The Company's EMEA headquarters are located in Watford, England. The leases for these facilities expire in fiscal 2009 and 2011, with the principal lease terminating in fiscal 2009. The Company's Asia/ Pacific headquarters are located in Singapore with other principal offices in Japan and Australia. The Singapore lease terminates in fiscal 2001, the Australia and Japan leases terminate in fiscal 2000. The Company also leases office space in numerous locations in the United States and in many other countries. The Company believes that its current facilities are adequate for its present and short-term foreseeable needs and that additional suitable space will be available as required. The Company also believes that it will be able to extend leases as they terminate. See Note 9 to the Company's Consolidated Financial Statements for additional information regarding the Company's obligations under its facilities leases. ITEM 3. LEGAL PROCEEDINGS and its wholly-owned subsidiary, ACI Worldwide Inc in the United States District Court for the Southern District of California, San Diego Division. The complaint alleges, among other things, patent infringement, unfair competition, false advertising, and trade libel relating to ACI Worldwide's distribution of PRISM, a fraud detection software product. ACI distributes PRISM pursuant to a license agreement with Nestor, Inc., a company in which TSA is a minority stockholder. The complaint seeks injunctive relief and unspecified damages including treble damages, costs, attorneys' fees and various other forms of relief. On November 25, 1998, Nestor had itself filed a complaint in the United States District Court for the District of Rhode Island against HNC Software alleging, among other things, infringement of a patent relating to PRISM and antitrust violations. HNC Software has filed a counterclaim in the Rhode Island lawsuit alleging infringement by Nestor of HNC Software's patents which claims are essentially the same as those filed by HNC Software against the Company and ACI Worldwide in the San Diego lawsuit. Neither the Company nor ACI Worldwide was a party to the Rhode Island lawsuit. However, because the same patents and the same products are at issue in both lawsuits, the Company and ACI Worldwide are seeking to have the San Diego lawsuit transferred to Rhode Island and consolidated with the proceedings there. Whatever the final procedural posture of the lawsuit, the Company intends to vigorously defend against HNC Software's allegations. No matters were submitted to a vote of security holders during the fourth quarter of fiscal 1999. Second quarter.............................................. 43 1/2 34 5/8 Third quarter............................................... 43 37 1/8 Fourth quarter.............................................. 39 7/8 32 3/4 On December 17, 1999, the last sale price of the Company's Class A Common Stock as reported by NASDAQ/NMS was $26.75 per share. There were 355 holders of record of the Company's Common Stock as of December 17, 1999. DIVIDENDS since its incorporation. The Company currently intends to retain earnings to finance the growth and development of its business and does not anticipate paying cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the financial condition, capital requirements and earnings of the Company, as well as other factors the Board of Directors may deem relevant. software products and services primarily focused on facilitating electronic payments and electronic commerce. The Company's products are organized into four lines of business groups -- Consumer Banking, Corporate Banking, Retail Solutions and System Solutions. Products developed by the four lines-of-business groups are marketed and supported through the Company's wholly-owned subsidiary, ACI Worldwide Inc (ACI). ACI sells and supports the products and services through three distribution networks: the Americas, Europe/Middle East/Africa (EMEA) and Asia/Pacific. Each distribution network primarily uses its own sales force and supplements this with reseller and/or distributor networks. During fiscal 1999, 1998 and 1997, approximately 53%, 55% and 54%, respectively, of total revenues resulted from international operations. The Company derived approximately 66%, 63% and 64%, respectively, of its revenues for those same periods from licensing its BASE24 family of software products and providing related services and maintenance. Although the Company believes that the majority of its revenues will continue to come from its existing BASE24 products over the next several years, the Company has acquired and developed and is currently developing other software products and related services. These products are in the areas of network connectivity, middleware, internet and remote banking, e-commerce, wire transfer, ACH and IVR. ACQUISITIONS. The Company has completed several acquisitions during fiscal 1999, 1998 and 1997. The Company's acquisition strategy is focused primarily on two areas: (i) additional products to complement and enhance the Company's strategy of being the leading provider of electronic payments software for banks, retailers and other enterprises needing high-volume, reliable processing engines and (ii) geographic expansion into markets which have proven or have a high level of opportunity to embrace electronic payments. Significant acquisitions in fiscal 1999, 1998 and 1997 include the following: ACQUIREE DATE ACQUIRED Regency Voice Systems, Inc. (RVS).......................... May 1997 IntraNet, Inc. (IntraNet).................................. August 1998 Professional Resources, Inc. (PRI)......................... August 1998 Smart Card Integrators Ltd (SCIL).......................... August 1998 Media Integration BV (MINT)................................ November 1998 U S Processing, Inc.(USPI)................................. December 1998 Insession, Inc. (Insession)................................ March 1999 SDM International, Inc. (SDM).............................. July 1999 All of the acquisitions were acquired using the pooling of interests method of accounting except for USPI., Insession, and SDM which were accounted for under the purchase method of accounting. USPI was subsequently sold in September 1999. The Company's financial statements have been restated for all periods presented to include the results of the material entities acquired using the pooling of interests method of accounting. The acquisitions of USPI and SDM did not contribute significant revenues during fiscal 1999. The Company was previously the exclusive distributor of Insession's primary product (ICE) and, as a result, that acquisition did not contribute significant additional revenues in fiscal 1999. license fees pricing method is transaction sensitive, whereby products are priced based upon the number of transactions processed by the customer ("transaction-based pricing"). Under this method, customers license the products by paying an Initial License Fee (ILF), where the customer pays a significant portion of the total software license fees at the beginning of the software license term, and a Monthly License Fee (MLF), where the customer pays a portion of the software license fees over the software license term. The payment of the ILF and MLF allows the customer to process a contractually predetermined maximum volume of transactions per month for a specified period of time. Once the transaction volume exceeds this maximum volume level, the customer is required to pay an additional license fee which is in the form of a Capacity License Fee (CLF), collected at the beginning of the period the customer contracts for an incremental volume level, and a Capacity Monthly License Fee (CMLF), collected over the software license term. There is a separate license fee for each incremental volume level. In addition to transaction-based pricing, the Company offers a hardware specific pricing method whereby the product is priced on a per copy basis and tiered to recognize different performance levels of the processing hardware ("designated equipment group pricing"). Under designated equipment group pricing, the customers pay a license fee (in the form of an ILF and MLF) for each copy of the software the customers have licensed for a specified period of time. Under both the transaction-based pricing method and the designated equipment group pricing method, the Company offers a paid up front (PUF) payment option, whereby the present value of the MLF or CMLF is due at the beginning of the software license term. The standard software license term under either pricing method is typically 60 months, but may extend over a shorter or longer period. Other elements of the software licensing arrangement typically include postcontract customer support (maintenance) and, occasionally, services. Certified Public Accountants Statement of Position 97-2, "Software Revenue Recognition" (SOP 97-2). SOP 97-2 provides guidance on applying generally accepted accounting principles for software revenue recognition transactions. The primary software revenue recognition criteria outlined in SOP 97-2 include: evidence of an arrangement; delivery; fixed or determinable fees; and collectibility. arrangement may indicate that the software license fees are not deemed to be fixed or determinable. In addition, if payment of a significant portion of the software license fees is not due until more than twelve months after delivery, the software license fees should be PRESUMED not to be fixed or determinable, and thus should be recognized as the payments become due. However, SOP 97-2 specifies that if the Company has a standard business practice of using extended payment terms in software licensing arrangements and has a history of successfully collecting the software license fees under the original terms of the software licensing arrangement without making concessions, the Company can overcome the presumption that the software license fees are not fixed or determinable. If the presumption is overcome, the Company should recognize the software license fees when all other SOP 97-2 revenue recognition criteria are met. into after October 1, 1998 with extended guaranteed payment terms, the "fixed or determinable" presumption has been overcome and software license fees should be recognized upon meeting the SOP 97-2 revenue recognition criteria ("guaranteed software license fees"). The present value of the guaranteed software license fees, net of third party royalties, recognized in fiscal 1999 totaled approximately $60.5 million. The discount rates used to determine the present value of the guaranteed software license fees, representing the Company's incremental borrowing rates, ranged from 9.5% to 10.25%. The portion of the guaranteed software license fees that has been recognized by the Company, but not yet billed, is reflected in accrued receivables in the accompanying consolidated balance sheets. resulted in the Company recognizing the ILF and CLF components of the software license fees related to these certain software arrangements when the software was delivered (or in the reporting period that the incremental volume 18 fees would have been recognized ratably over the software license term as they were billed. Software license fees related to those software arrangements that would have been recognized in fiscal 1999 had the Company not been able to overcome the presumption that the software license fees were not fixed or determinable fees would have been approximately $5.1 million. Software license fees for fiscal 1999, 1998 and 1997 consisted of the following (in thousands): partnership and a Subchapter S corporation, respectively. In addition, prior to its acquisition, MINT's earnings were not subject to income taxes. The unaudited pro forma net income reflects a pro forma tax provision for income taxes on the results of operations of RVS, IntraNet and MINT for the periods prior to their acquisition. REVENUES. Total revenues for fiscal 1999 increased 18.6% or $55.5 million over fiscal 1998. Of this increase, $43.1 million of the growth resulted from a 25.8% increase in software license fees revenue, $6.2 million from an 8.7% increase in services revenue and $6.9 million from a 12.0% increase in maintenance fee revenue. 1997. Of this increase, $35.7 million of the growth resulted from a 27.3% increase in software license fees revenue, $12.5 million from a 21.4% increase in services revenue and $8.4 million from a 17.2% from increase in maintenance fee revenue. primarily the result of increased demand, from both existing and new customers, for the Company's BASE24 ATM and POS products and System Solutions products and services accompanied by the continued growth of the installed base of customers paying monthly license fee (MLF) revenue. Contributing to the strong demand for the Company's products is the continued world-wide growth of electronic payment transaction volume and the growing complexity of electronic payment systems. MLF revenue was $54.5 million, $43.7 million and $32.4 million in fiscal 1999, 1998 and 1997, respectively. increased demand for technical and project management services which is a direct result of the increased installed base of the Company's BASE24 products. The increase in maintenance fee revenue in both fiscal 1999 and 1998 is a result of the continued growth of the installed base of the Company's software products. million over fiscal 1998. Total operating expenses for fiscal 1998 increased 21.4% or $43.6 million over fiscal 1997. The primary reason for the overall increase in operating expenses during fiscal 1999 and 1998 is the increase in staff required to support the increased demand for the Company's products and services. The slowing of expense growth in fiscal 1999 is primarily due to the Company implementing controls over headcount growth. Prior to the implementation of the headcount controls, the Company was experiencing significant headcount growth as it moved to the line-of-business organization structure and added acquired companies. Total staff (including both employees and independent contractors) was 2,194, 2,054 and 1,684 at September 30, 1999, 1998 and 1997, respectively. 1998 and 1997, respectively. These improvements are primarily due to increased demand for the Company's products and the impact of the growth in the Company's MLF revenues. of maintenance and services) was 67.3%, 64.5% and 64.2% in fiscal 1999, 1998 and 1997, respectively. The increase in gross margin is primarily due to the impact of additional MLF revenue. 9.8%, 8.8% and 8.2% in fiscal 1999, 1998 and 1997, respectively. The majority of R&D costs have been charged to expense as incurred with the capitalization of software costs amounting to approximately $3.6 million in fiscal 1999 and $1.0 million in fiscal 1998 and 1997. Selling and marketing costs as a percentage of total revenues were 19.8%, 20.7% and 20.5% in fiscal 1999, 1998 and 1997, respectively. The slight decrease in fiscal 1999 as compared to fiscal 1998 and 1997 is due to the impact of additional MLF revenue and increased leverage from a larger revenue base in relation to the level of selling and marketing costs being incurred. General and administrative (G & A) costs as a percentage of total revenues were 16.6%, 17.3% and 18.5% in fiscal 1999, 1998 and 1997. The decreases are due primarily to increased leverage from the larger revenue base in relation to the level of G & A expenses being incurred. EBITDA. The Company's earnings before interest, income taxes, depreciation and amortization (EBITDA) was $91.8 million, $62.7 million and $49.6 million for fiscal 1999, 1998 and 1997, respectively. These increases are attributable to the continued growth in both recurring and non-recurring revenues more than offsetting the growth in operating expenses. EBITDA is not intended to represent cash flows for the periods in accordance with generally accepted accounting principles. interest income derived from short-term investments and interest expense on indebtedness. Interest income was higher in fiscal 1998 than in fiscal 1999. This is due primarily to interest earned in fiscal 1998 and early fiscal 21 USPI prior to the Company's acquisition of these companies. TRANSACTION RELATED EXPENSES. Transaction related expenses include legal, accounting, investment banking fees and other non-recurring expenses associated with the acquisitions accounted for as poolings of interest. In fiscal 1999, the Company incurred $653,000 of these expenses to complete the acquisition of MINT and in fiscal 1998, the Company incurred $2.5 million to complete the acquisition of IntraNet, SCIL and PRI. INCOME TAXES. The Company had a pro forma effective tax rate of 38% for fiscal 1999 and 39% for fiscal 1998. As of September 30, 1999, the Company has deferred tax assets of approximately $18.7 million and deferred tax liabilities of $6.2 million. Each year, the Company evaluates its historical operating results as well as its projections to determine the realizability of the deferred tax assets. This analysis indicated that $7.5 million of the deferred tax assets were more likely than not to be realized. Accordingly, the Company has recorded a valuation allowance of $11.2 million as of September 30, 1999. The Company intends to analyze the realizability of the net deferred tax assets at each future reporting period. Such analysis may indicate that the realization of various deferred tax benefits is more likely than not and, therefore, the valuation reserve may be reduced. BACKLOG backlog of $30.9 million and $30.2 million in software license fees and $34.2 million and $35.6 million in services, respectively. The Company includes in its non-recurring revenue backlog all fees specified in contracts which have been executed by the Company to the extent that the Company contemplates recognition of the related revenue within one year. There can be no assurance that the contracts included in non-recurring revenue backlog will actually generate the specified revenues or that the actual revenues will be generated within the one year period. of $138.7 million and $119.4 million, respectively. The Company defines recurring revenue backlog to be all monthly license fees, maintenance fees and facilities management fees specified in contracts which have been executed by the Company and its customers to the extent that the Company contemplates recognition of the related revenue within one year. There can be no assurance that the contracts included in recurring revenue backlog will actually generate the specified revenues, or that the actual revenues will be generated within the one year period. embedded electronic systems, because of the way these systems are programmed to interpret certain dates that will occur around the change in century. In the computer industry this is primarily the result of computer programs being designed and developed using or reserving only two digits in date fields (rather than four digits) to identify the year, without considering the ability of the program to properly distinguish the upcoming century change in the Year 2000. In addition, the Year 2000 is a special-case leap year and some programs may drop February 29th from their internal calendars. Certain other dates may present problems because of the way the digits are interpreted. Because the Company's business is based on the licensing of applications software, the Company's business would be adversely impacted if its products or its internal systems experience problems associated with the century change. This issue also potentially affects the software programs and systems used by the Company in its operations. analyze three specific categories of systems: (1) software developed by the Company which is licensed to customers; 22 applications developed in-house and purchased from third party suppliers; and (3) non-IT systems and embedded technology which are integral components of the infrastructure of the Company. consisting of four categories. The categories are (1) preparation, (2) analysis and remediation, (3) testing, and (4) delivery. The Company developed tools during the preparation phase of the project which were utilized during the analysis and testing phases. The tools were subsequently made available to the Company's customers at no charge. The Company believes that its remediation efforts with respect to its software products will prove to be successful. The Company's belief is based on testing by the Company of its software products by using testing tools simulating dates and testing by many of its customers who have in turn completed their own Year 2000 testing. Year 2000 compliant versions of its software products ("Compliant Software") have been made available by the Company to customers in a timely manner and its communication efforts have been proactive and ongoing. The Company continues to actively monitor the status and progress of customers and distributors and assess the risk associated in those cases where the customer has not taken delivery of the Compliant Software or may have not made satisfactory progress in their own Year 2000 testing. With respect to IT and non-IT systems, the Company is utilizing a methodology similar to that adopted for its software products. Specifically, the Company is utilizing the following steps: (1) preparation, in which the Company conducts systematic inventory, analysis, and prioritization of the systems in accordance with mission critical impact (2) analysis, replacement and remediation (3) testing and (4) implementation. Recognizing the importance of communications regarding and organization of Year 2000 tasks and responsibilities, the Company has embraced a management approach utilizing central coordination with distributed administration over geographic and business units. This approach mirrors the Company's organization and ensures that Year 2000 Communications Managers are deployed and managing tasks in close proximity to actual efforts. Those efforts are then reported centrally to upper management. The approach also ensures that customers are kept informed of product and Company activities relating to the Year 2000 and that the Company is able to measure progress and plan support for customers' Year 2000 projects. Company began shipping Year 2000 compliant versions of its major licensed software applications in March of 1997. As efforts were completed on other applications, they too were shipped to customers so that they could be upgraded as part of the customers' own Year 2000 projects. As of November 1999, all of the Company's licensed software applications are compliant and available to customers. The Company continues to conduct analysis of newly acquired software products with appropriate measurement and documentation in accordance with the Year 2000 methodology in place. With respect to the IT and non-IT systems, remediation and replacement has been substantially completed in the most critical areas. The internal accounting systems utilized by the Company and its subsidiaries have been replaced where necessary. As new IT and non-IT purchases are made, each is scrutinized and inventoried for Year 2000 compliance. The majority of the embedded systems on which the Company relies in its day to day operations around the world are owned and managed by the lessors of the buildings in which the Company's offices are located, or by agents of such lessors. The Company has sent letters to its lessors and, as applicable, their agents requesting certifications of the Year 2000 compliance of the embedded systems. The Company has received responses from more than 90% of its lessors indicating that the systems in the buildings either already are, or are expected to be before the end of 1999, Year 2000 compliant. Those systems not owned by and managed by lessors have undergone a similar inventory and certification gathering. The Company will prioritize systems and develop necessary test plans based on the further responses it continues to receive, or not to receive, to its letters. prior to, during, and following the "Year 2000 weekend". Such plans incorporate, but are not limited to, distribution of support personnel in locations around the world, backup plans for telecommunications, decision and notification hierarchy, and other infrastructure support. Contingency plans were completed in September of 1999. million over the life of the Year 2000 project. These costs consist of: (i) internal staff costs related to licensed product remediation and testing; (ii) internal staff costs related to IT and non-IT compliance; (iii) hardware and software cost for replacement of IT systems; and (iv) costs related to non-IT compliance involving embedded systems and consulting services. Costs incurred from the beginning of the project in 1996 through September 1999 have totaled approximately $9.4 million. The Company expects to incur an additional $600,000 over the remaining life of the Year 2000 project. All costs related to the Year 2000 project are being expensed as incurred. The estimated remaining costs are based on currently known circumstances and various assumptions regarding future events. There can be no assurance that this estimate will be achieved and actual results could differ materially from those anticipated. RISKS. The Company believes that the most likely Year 2000 risks relate to third parties with which it has material relationships. Those parties include computer hardware system providers on which the Company and its customers rely as well as service providers such as those providing telecommunications and electricity. Failure or disruption of such services or systems could adversely affect operations and the Company's ability to support its customers. The second most likely Year 2000 risk relates to the Company's products that are used in conjunction with software products developed by other vendors or by customers who have developed their own applications for use with the Company's products, which may not be Year 2000 compliant. Since the majority of the Company's customers utilize the Company's software products for authorization, routing, or processing of financial transactions, the failure of such customers' systems, which may be particularly susceptible to Year 2000 compliance issues, could impact the transaction volume processed by the customers thereby reducing transaction fees paid by customers with usage based fee contracts. Failures of such systems could also increase the efforts required by the Company to assist customers with resolving problems unrelated to the Company's licensed products. The third most likely Year 2000 risk relates to certain foreign countries in which the Company operates and the Company's customers in such countries that are not acting to sufficiently remediate Year 2000 issues. Some customers outside of the United States have chosen to concentrate on issues other than the Year 2000. Without concentrating on the Year 2000 upgrade and testing efforts, such customers will not be prepared and may require additional support to assist them. Commercial risks are associated with operating in countries that are not prepared for the Year 2000. In each case cited previously, the Company has developed contingency plans to address each identified risk. In addition, the Company continues to use its methodology of centralized and distributed management to keep in contact and monitor progress with customer projects and to communicate at an upper management level to those customers categorized as "at risk" due to their lack of progress. The contingency plan acknowledges the risk associated with suppliers of material services, hardware vendors closely related to the operation of the Company's licensed products, the Company's own licensed products and the ability of the Company to support its customers. In addition to distributed support methods, the Company's contingency plans address alternative services, such as telecommunications. The (i) inability to timely implement contingency plans, if deemed necessary and (ii) the cost to implement such plans, may have a material adverse effect on the Company's results of operations. discussion consists of forward-looking statements and assumptions relating to forward-looking statements, including without limitation the statements relating to future costs, potential problems relating to Year 2000, the Company's state of readiness, third party representations, and the Company's plans and objectives for addressing Year 2000 problems. Certain factors could cause actual results to differ materially from the Company's 24 customers to achieve Year 2000 compliance, (ii) the failure of computer hardware system providers on which the Company and its customers rely or other vendors or service providers of the Company or its customers to timely achieve Year 2000 compliance, (iii) the Company's products and systems not containing all necessary date code changes, (iv) the failure of the Company's analysis and testing to detect operational problems in IT and non-IT systems utilized by the Company or in the Company's products or services, whether such failure results from the technical inadequacy of the Company's validation and testing efforts, the technological unfeasibility of testing certain non-IT systems, and the unavailability of customers or other third parties to participate in testing, (v) potential litigation arising out of Year 2000 issues, with respect to providers of software and related technical and consulting services such as the Company generally, and particularly in light of the numerous interfaces between the Company's products and products and systems of third parties which are required to successfully utilize the Company's products which could involve the Company in expensive, multiple party litigation even though the Company may have no responsibility for the alleged problem, and (vi) the failure to successfully implement the contingency plan or any inadequacy of the contingency plan to the extent Year 2000 compliance is not achieved. During the first quarter of fiscal 2000, the Company's large bank and merchant customers have, in effect, locked down their systems prior to the Year 2000. This Year 2000 lock-down has had a negative impact on the Company's revenue and net income for the first quarter of fiscal 2000 due to the less than expected demand by the Company's customers to upgrade and enhance their current systems. negative impact on the Company's revenue and net income beyond the first quarter of fiscal 2000, the Company believes demand for system upgrades and enhancements could be slow to return to normal levels if one or more segments of the global marketplace experience Year 2000-related failures. It is clear that as a result of the negative impact on the first quarter of fiscal 2000, the Year 2000 lock-down will have a negative impact on the Company's revenue and net income for fiscal 2000. "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, this report contains other forward-looking statements including statements regarding the Company's expectations, plans and beliefs. The forwarding-looking statements in this report are subject to a variety of risks and uncertainties. Actual results could differ materially. Factors that could cause actual results to differ include but are not limited to those described above and the following: - That the Company will continue to derive a substantial majority of its total revenue from licensing its BASE24 family of software products and providing services and maintenance related to those products. Any reduction in demand for, or increase in competition with respect to, BASE24 products would have a material adverse effect on TSA's financial condition and results of operations. - That the Company's business is concentrated in the banking industry, making it susceptible to a downturn in that industry. - Fluctuations in quarterly operating results may result in volatility in TSA's stock price. No assurance can be given that operating results will not vary. announcements by 3rd parties or competitors, inherent volatility in the high-technology sector and changing market conditions in the industry. For a detailed discussion of these and other risk factors, interested parties should review the Company's filings with the Securities and Exchange Commission, including Exhibit 99.01 to this report. 25 consisted of $70.5 million of cash

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Expert Collections containing HNC Software

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HNC Software is included in 1 Expert Collection, including Artificial Intelligence.

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HNC Software Patents

HNC Software has filed 1 patent.

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Application Date

Grant Date

Title

Related Topics

Status

2/4/2013

3/15/2016

Tires, Automotive technologies, Adhesives, Wheels, Automotive technology tradenames

Grant

Application Date

2/4/2013

Grant Date

3/15/2016

Title

Related Topics

Tires, Automotive technologies, Adhesives, Wheels, Automotive technology tradenames

Status

Grant

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