| _id | dd4bac726 |
| title |  |
| text | stock performance graph the following line-graph presentation compares our cumulative shareholder returns with the standard & poor 2019s information technology index and the standard & poor 2019s 500 stock index for the past five years .
the line graph assumes the investment of $ 100 in our common stock , the standard & poor 2019s information technology index , and the standard & poor 2019s 500 stock index on may 31 , 2003 and assumes reinvestment of all dividends .

comparison of 5 year cumulative total return* among global payments inc. , the s&p 500 index and the s&p information technology index 5/03 5/04 5/05 5/06 5/07 5/08 global payments inc .
s&p 500 s&p information technology * $ 100 invested on 5/31/03 in stock or index-including reinvestment of dividends .
fiscal year ending may 31 .
global payments s&p 500 information technology .

issuer purchases of equity securities in fiscal 2007 , our board of directors approved a share repurchase program that authorized the purchase of up to $ 100 million of global payments 2019 stock in the open market or as otherwise may be determined by us , subject to market conditions , business opportunities , and other factors .
under this authorization , we have repurchased 2.3 million shares of our common stock .

this authorization has no expiration date and may be suspended or terminated at any time .
repurchased shares will be retired but will be available for future issuance.

 |
| table | | global payments | s&p 500  | s&p information technology
----------- | --------------- | -------- | --------------------------
may 31 2003 | $ 100.00        | $ 100.00 | $ 100.00
may 31 2004 | 137.75          | 118.33   | 121.98
may 31 2005 | 205.20          | 128.07   | 123.08
may 31 2006 | 276.37          | 139.14   | 123.99
may 31 2007 | 238.04          | 170.85   | 152.54
may 31 2008 | 281.27          | 159.41   | 156.43 |


| _id | dd4b8bbf2 |
| title |  |
| text | united parcel service , inc .
and subsidiaries management's discussion and analysis of financial condition and results of operations liquidity and capital resources operating activities the following is a summary of the significant sources ( uses ) of cash from operating activities ( amounts in millions ) : .

( a ) represents depreciation and amortization , gains and losses on derivative and foreign exchange transactions , deferred income taxes , provisions for uncollectible accounts , pension and postretirement benefit expense , stock compensation expense , impairment charges and other non-cash items .
cash from operating activities remained strong throughout the 2010 to 2012 time period .

operating cash flow was favorably impacted in 2012 , compared with 2011 , by lower contributions into our defined benefit pension and postretirement benefit plans ; however , this was partially offset by changes in our working capital position , which was impacted by overall growth in the business .

the change in the cash flows for income tax receivables and payables in 2011 and 2010 was primarily related to the timing of discretionary pension contributions during 2010 , as discussed further in the following paragraph .
except for discretionary or accelerated fundings of our plans , contributions to our company-sponsored pension plans have largely varied based on whether any minimum funding requirements are present for individual pension plans .

2022 in 2012 , we made a $ 355 million required contribution to the ups ibt pension plan .
2022 in 2011 , we made a $ 1.2 billion contribution to the ups ibt pension plan , which satisfied our 2011 contribution requirements and also approximately $ 440 million in contributions that would not have been required until after 2011 .

2022 in 2010 , we made $ 2.0 billion in discretionary contributions to our ups retirement and ups pension plans , and $ 980 million in required contributions to our ups ibt pension plan .
2022 the remaining contributions in the 2010 through 2012 period were largely due to contributions to our international pension plans and u.s .
postretirement medical benefit plans .

postretirement medical benefit plans .
as discussed further in the 201ccontractual commitments 201d section , we have minimum funding requirements in the next several years , primarily related to the ups ibt pension , ups retirement and ups pension plans .
as of december 31 , 2012 , the total of our worldwide holdings of cash and cash equivalents was $ 7.327 billion .

approximately $ 4.211 billion of this amount was held in european subsidiaries with the intended purpose of completing the acquisition of tnt express n.v .
( see note 16 to the consolidated financial statements ) .
excluding this portion of cash held outside the u.s .
for acquisition-related purposes , approximately 50%-60% ( 50%-60 % ) of the remaining cash and cash equivalents are held by foreign subsidiaries throughout the year .
the amount of cash held by our u.s .

the amount of cash held by our u.s .
and foreign subsidiaries fluctuates throughout the year due to a variety of factors , including the timing of cash receipts and disbursements in the normal course of business .
cash provided by operating activities in the united states continues to be our primary source of funds to finance domestic operating needs , capital expenditures , share repurchases and dividend payments to shareowners .

to the extent that such amounts represent previously untaxed earnings , the cash held by foreign subsidiaries would be subject to tax if such amounts were repatriated in the form of dividends ; however , not all international cash balances would have to be repatriated in the form of a dividend if returned to the u.s .
when amounts earned by foreign subsidiaries are expected to be indefinitely reinvested , no accrual for taxes is provided.

 |
| table | | 2012         | 2011           | 2010
---------------------------------------------------------------------- | ------------ | -------------- | --------------
net income                                                             | $ 807        | $ 3804         | $ 3338
non-cash operating activities ( a )                                    | 7301         | 4505           | 4398
pension and postretirement plan contributions ( ups-sponsored plans )  | -917 ( 917 ) | -1436 ( 1436 ) | -3240 ( 3240 )
income tax receivables and payables                                    | 280          | 236            | -319 ( 319 )
changes in working capital and other noncurrent assets and liabilities | -148 ( 148 ) | -12 ( 12 )     | -340 ( 340 )
other operating activities                                             | -107 ( 107 ) | -24 ( 24 )     | -2 ( 2 )
net cash from operating activities                                     | $ 7216       | $ 7073         | $ 3835 |


| _id | dd4ba8662 |
| title |  |
| text | management 2019s discussion and analysis of financial condition and results of operations 2013 ( continued ) ( amounts in millions , except per share amounts ) operating income increased during 2017 when compared to 2016 , comprised of a decrease in revenue of $ 42.1 , as discussed above , a decrease in salaries and related expenses of $ 28.0 and a decrease in office and general expenses of $ 16.9 .

the decrease in salaries and related expenses was primarily due to lower discretionary bonuses and incentive expense as well as a decrease in base salaries , benefits and tax .
the decrease in office and general expenses was primarily due to decreases in adjustments to contingent acquisition obligations , as compared to the prior year .

operating income increased during 2016 when compared to 2015 due to an increase in revenue of $ 58.8 , as discussed above , and a decrease in office and general expenses of $ 3.7 , partially offset by an increase in salaries and related expenses of $ 38.8 .
the increase in salaries and related expenses was attributable to an increase in base salaries , benefits and tax primarily due to increases in our workforce to support business growth over the last twelve months .

the decrease in office and general expenses was primarily due to lower production expenses related to pass-through costs , which are also reflected in revenue , for certain projects in which we acted as principal that decreased in size or did not recur during the current year .

corporate and other certain corporate and other charges are reported as a separate line item within total segment operating income and include corporate office expenses , as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions .
salaries and related expenses include salaries , long-term incentives , annual bonuses and other miscellaneous benefits for corporate office employees .

office and general expenses primarily include professional fees related to internal control compliance , financial statement audits and legal , information technology and other consulting services that are engaged and managed through the corporate office .
office and general expenses also include rental expense and depreciation of leasehold improvements for properties occupied by corporate office employees .

a portion of centrally managed expenses are allocated to operating divisions based on a formula that uses the planned revenues of each of the operating units .
amounts allocated also include specific charges for information technology-related projects , which are allocated based on utilization .
corporate and other expenses decreased during 2017 by $ 20.6 to $ 126.6 compared to 2016 , primarily due to lower annual incentive expense .

corporate and other expenses increased during 2016 by $ 5.4 to $ 147.2 compared to 2015 .
liquidity and capital resources cash flow overview the following tables summarize key financial data relating to our liquidity , capital resources and uses of capital. .

1 reflects net income adjusted primarily for depreciation and amortization of fixed assets and intangible assets , amortization of restricted stock and other non-cash compensation , net losses on sales of businesses and deferred income taxes .
2 reflects changes in accounts receivable , expenditures billable to clients , other current assets , accounts payable and accrued liabilities .

operating activities due to the seasonality of our business , we typically use cash from working capital in the first nine months of a year , with the largest impact in the first quarter , and generate cash from working capital in the fourth quarter , driven by the seasonally strong media spending by our clients .

quarterly and annual working capital results are impacted by the fluctuating annual media spending budgets of our clients as well as their changing media spending patterns throughout each year across various countries.

 |
| table | cash flow data                                                                 | years ended december 31 , 2017 | years ended december 31 , 2016 | years ended december 31 , 2015
------------------------------------------------------------------------------ | ------------------------------ | ------------------------------ | ------------------------------
net income adjusted to reconcile to net cash provided by operating activities1 | $ 887.3                        | $ 1023.2                       | $ 848.8
net cash used in working capital2                                              | -29.9 ( 29.9 )                 | -414.9 ( 414.9 )               | -99.9 ( 99.9 )
changes in other non-current assets and liabilities                            | 24.4                           | -95.5 ( 95.5 )                 | -60.4 ( 60.4 )
net cash provided by operating activities                                      | $ 881.8                        | $ 512.8                        | $ 688.5
net cash used in investing activities                                          | -196.2 ( 196.2 )               | -263.9 ( 263.9 )               | -199.7 ( 199.7 )
net cash used in financing activities                                          | -1004.9 ( 1004.9 )             | -666.4 ( 666.4 )               | -490.9 ( 490.9 ) |


| _id | dd4bafb7e |
| title |  |
| text | table of contents the company uses some custom components that are not commonly used by its competitors , and new products introduced by the company often utilize custom components available from only one source .
when a component or product uses new technologies , initial capacity constraints may exist until the suppliers 2019 yields have matured or manufacturing capacity has increased .

if the company 2019s supply of components for a new or existing product were delayed or constrained , or if an outsourcing partner delayed shipments of completed products to the company , the company 2019s financial condition and operating results could be materially adversely affected .

the company 2019s business and financial performance could also be materially adversely affected depending on the time required to obtain sufficient quantities from the original source , or to identify and obtain sufficient quantities from an alternative source .
continued availability of these components at acceptable prices , or at all , may be affected if those suppliers concentrated on the production of common components instead of components customized to meet the company 2019s requirements .

the company has entered into agreements for the supply of many components ; however , there can be no guarantee that the company will be able to extend or renew these agreements on similar terms , or at all .
therefore , the company remains subject to significant risks of supply shortages and price increases that could materially adversely affect its financial condition and operating results .

substantially all of the company 2019s hardware products are manufactured by outsourcing partners that are located primarily in asia .
a significant concentration of this manufacturing is currently performed by a small number of outsourcing partners , often in single locations .
certain of these outsourcing partners are the sole- sourced suppliers of components and manufacturers for many of the company 2019s products .

although the company works closely with its outsourcing partners on manufacturing schedules , the company 2019s operating results could be adversely affected if its outsourcing partners were unable to meet their production commitments .
the company 2019s purchase commitments typically cover its requirements for periods up to 150 days .

other off-balance sheet commitments operating leases the company leases various equipment and facilities , including retail space , under noncancelable operating lease arrangements .
the company does not currently utilize any other off-balance sheet financing arrangements .
the major facility leases are typically for terms not exceeding 10 years and generally contain multi-year renewal options .
as of september 26 , 2015 , the company had a total of 463 retail stores .

leases for retail space are for terms ranging from five to 20 years , the majority of which are for 10 years , and often contain multi-year renewal options .
as of september 26 , 2015 , the company 2019s total future minimum lease payments under noncancelable operating leases were $ 6.3 billion , of which $ 3.6 billion related to leases for retail space .

rent expense under all operating leases , including both cancelable and noncancelable leases , was $ 794 million , $ 717 million and $ 645 million in 2015 , 2014 and 2013 , respectively .
future minimum lease payments under noncancelable operating leases having remaining terms in excess of one year as of september 26 , 2015 , are as follows ( in millions ) : .

other commitments the company utilizes several outsourcing partners to manufacture sub-assemblies for the company 2019s products and to perform final assembly and testing of finished products .
these outsourcing partners acquire components and build product based on demand information supplied by the company , which typically covers periods up to 150 days .
the company also obtains individual components for its products from a wide variety of individual suppliers .

consistent with industry practice , the company acquires components through a combination of purchase orders , supplier contracts and open orders based on projected demand information .
where appropriate , the purchases are applied to inventory component prepayments that are outstanding with the respective supplier .
as of september 26 , 2015 , the company had outstanding off-balance sheet third-party manufacturing commitments and component purchase commitments of $ 29.5 billion .
apple inc .

apple inc .
| 2015 form 10-k | 65

 |
| table | 2016       | $ 772
---------- | ------
2017       | 774
2018       | 744
2019       | 715
2020       | 674
thereafter | 2592
total      | $ 6271 |


| _id | dd4c0781a |
| title |  |
| text | higher in the first half of the year , but declined dur- ing the second half of the year reflecting the pass- through to customers of lower resin input costs .
however , average margins benefitted from a more favorable mix of products sold .
raw material costs were lower , primarily for resins .
freight costs were also favorable , while operating costs increased .

shorewood sales volumes in 2009 declined from 2008 levels reflecting weaker demand in the home entertainment segment and a decrease in tobacco segment orders as customers have shifted pro- duction outside of the united states , partially offset by higher shipments in the consumer products segment .
average sales margins improved reflecting a more favorable mix of products sold .
raw material costs were higher , but were partially offset by lower freight costs .

operating costs were favorable , reflect- ing benefits from business reorganization and cost reduction actions taken in 2008 and 2009 .
charges to restructure operations totaled $ 7 million in 2009 and $ 30 million in 2008 .
entering 2010 , coated paperboard sales volumes are expected to increase , while average sales price real- izations should be comparable to 2009 fourth-quarter levels .

raw material costs are expected to be sig- nificantly higher for wood , energy and chemicals , but planned maintenance downtime costs will decrease .
foodservice sales volumes are expected to remain about flat , but average sales price realizations should improve slightly .
input costs for resins should be higher , but will be partially offset by lower costs for bleached board .
shorewood sales volumes are expected to decline reflecting seasonal decreases in home entertainment segment shipments .

operating costs are expected to be favorable reflecting the benefits of business reorganization efforts .
european consumer packaging net sales in 2009 were $ 315 million compared with $ 300 million in 2008 and $ 280 million in 2007 .
operating earnings in 2009 of $ 66 million increased from $ 22 million in 2008 and $ 30 million in 2007 .
sales volumes in 2009 were higher than in 2008 reflecting increased ship- ments to export markets .

average sales margins declined due to increased shipments to lower- margin export markets and lower average sales prices in western europe .
entering 2010 , sales volumes for the first quarter are expected to remain strong .
average margins should improve reflecting increased sales price realizations and a more favorable geographic mix of products sold .
input costs are expected to be higher due to increased wood prices in poland and annual energy tariff increases in russia .

asian consumer packaging net sales were $ 545 million in 2009 compared with $ 390 million in 2008 and $ 330 million in 2007 .
operating earnings in 2009 were $ 24 million compared with a loss of $ 13 million in 2008 and earnings of $ 12 million in 2007 .
the improved operating earnings in 2009 reflect increased sales volumes , higher average sales mar- gins and lower input costs , primarily for chemicals .

the loss in 2008 was primarily due to a $ 12 million charge to revalue pulp inventories at our shandong international paper and sun coated paperboard co. , ltd .
joint venture and start-up costs associated with the joint venture 2019s new folding box board paper machine .
distribution xpedx , our distribution business , markets a diverse array of products and supply chain services to cus- tomers in many business segments .

customer demand is generally sensitive to changes in general economic conditions , although the commercial printing segment is also dependent on consumer advertising and promotional spending .
distribution 2019s margins are relatively stable across an economic cycle .
providing customers with the best choice and value in both products and supply chain services is a key competitive factor .

additionally , efficient customer service , cost-effective logistics and focused working capital management are key factors in this segment 2019s profitability .
distribution in millions 2009 2008 2007 .

distribution 2019s 2009 annual sales decreased 18% ( 18 % ) from 2008 and 11% ( 11 % ) from 2007 while operating profits in 2009 decreased 51% ( 51 % ) compared with 2008 and 54% ( 54 % ) compared with 2007 .
annual sales of printing papers and graphic arts supplies and equipment totaled $ 4.1 billion in 2009 compared with $ 5.2 billion in 2008 and $ 4.7 billion in 2007 , reflecting weak economic conditions in 2009 .

trade margins as a percent of sales for printing papers increased from 2008 but decreased from 2007 due to a higher mix of lower margin direct ship- ments from manufacturers .
revenue from packaging products was $ 1.3 billion in 2009 compared with $ 1.7 billion in 2008 and $ 1.5 billion in 2007 .
trade margins as a percent of sales for packaging products were higher than in the past two years reflecting an improved product and service mix .

facility supplies annual revenue was $ 1.1 billion in 2009 , essentially

 |
| table | in millions      | 2009   | 2008   | 2007
---------------- | ------ | ------ | ------
sales            | $ 6525 | $ 7970 | $ 7320
operating profit | 50     | 103    | 108 |


| _id | dd4c2e726 |
| title |  |
| text | discount to brent was narrower in 2013 than in 2012 and 2011 .
as a result of the significant increase in u.s .
production of light sweet crude oil , the historical relationship between wti , brent and lls pricing may not be indicative of future periods .
composition 2013 the proportion of our liquid hydrocarbon sales volumes that are ngls continues to increase due to our development of united states unconventional liquids-rich plays .

ngls were 15 percent of our north america e&p liquid hydrocarbon sales volumes in 2013 compared to 10 percent in 2012 and 7 percent in 2011 .
natural gas 2013 a significant portion of our natural gas production in the u.s .
is sold at bid-week prices , or first-of-month indices relative to our specific producing areas .
average henry hub settlement prices for natural gas were 31 percent higher for 2013 than for 2012 .

international e&p liquid hydrocarbons 2013 our international e&p crude oil production is relatively sweet and has historically sold in relation to the brent crude benchmark , which on average was 3 percent lower for 2013 than 2012 .
natural gas 2013 our major international e&p natural gas-producing regions are europe and e.g .
natural gas prices in europe have been considerably higher than the u.s .
in recent years .

in recent years .
in the case of e.g. , our natural gas sales are subject to term contracts , making realized prices in these areas less volatile .
the natural gas sales from e.g .
are at fixed prices ; therefore , our reported average international e&p natural gas realized prices may not fully track market price movements .
oil sands mining the oil sands mining segment produces and sells various qualities of synthetic crude oil .

output mix can be impacted by operational problems or planned unit outages at the mines or upgrader .
sales prices for roughly two-thirds of the normal output mix has historically tracked movements in wti and one-third has historically tracked movements in the canadian heavy crude oil marker , primarily wcs .
the wcs discount to wti has been increasing on average in each year presented below .

despite a wider wcs discount in 2013 , our average oil sands mining price realizations increased due to a greater proportion of higher value synthetic crude oil sales volumes compared to 2012 .
the operating cost structure of the oil sands mining operations is predominantly fixed and therefore many of the costs incurred in times of full operation continue during production downtime .
per-unit costs are sensitive to production rates .

key variable costs are natural gas and diesel fuel , which track commodity markets such as the aeco natural gas sales index and crude oil prices , respectively .
the table below shows average benchmark prices that impact both our revenues and variable costs: .

wcs ( dollars per bbl ) ( a ) $ 72.77 $ 73.18 $ 77.97 aeco natural gas sales index ( dollars per mmbtu ) ( b ) $ 3.08 $ 2.39 $ 3.68 ( a ) monthly pricing based upon average wti adjusted for differentials unique to western canada .
( b ) monthly average day ahead index.

 |
| table | benchmark                                                | 2013    | 2012    | 2011
-------------------------------------------------------- | ------- | ------- | -------
wti crude oil ( dollars per bbl )                        | $ 98.05 | $ 94.15 | $ 95.11
wcs ( dollars per bbl ) ( a )                            | $ 72.77 | $ 73.18 | $ 77.97
aeco natural gas sales index ( dollars per mmbtu ) ( b ) | $ 3.08  | $ 2.39  | $ 3.68 |


| _id | dd4bc9718 |
| title |  |
| text | the goldman sachs group , inc .
and subsidiaries notes to consolidated financial statements commercial lending .
the firm 2019s commercial lending commitments are extended to investment-grade and non- investment-grade corporate borrowers .
commitments to investment-grade corporate borrowers are principally used for operating liquidity and general corporate purposes .

the firm also extends lending commitments in connection with contingent acquisition financing and other types of corporate lending as well as commercial real estate financing .
commitments that are extended for contingent acquisition financing are often intended to be short-term in nature , as borrowers often seek to replace them with other funding sources .
sumitomo mitsui financial group , inc .

sumitomo mitsui financial group , inc .
( smfg ) provides the firm with credit loss protection on certain approved loan commitments ( primarily investment-grade commercial lending commitments ) .
the notional amount of such loan commitments was $ 26.88 billion and $ 27.03 billion as of december 2016 and december 2015 , respectively .

the credit loss protection on loan commitments provided by smfg is generally limited to 95% ( 95 % ) of the first loss the firm realizes on such commitments , up to a maximum of approximately $ 950 million .

in addition , subject to the satisfaction of certain conditions , upon the firm 2019s request , smfg will provide protection for 70% ( 70 % ) of additional losses on such commitments , up to a maximum of $ 1.13 billion , of which $ 768 million of protection had been provided as of both december 2016 and december 2015 .
the firm also uses other financial instruments to mitigate credit risks related to certain commitments not covered by smfg .

these instruments primarily include credit default swaps that reference the same or similar underlying instrument or entity , or credit default swaps that reference a market index .
warehouse financing .
the firm provides financing to clients who warehouse financial assets .
these arrangements are secured by the warehoused assets , primarily consisting of consumer and corporate loans .

contingent and forward starting resale and securities borrowing agreements/forward starting repurchase and secured lending agreements the firm enters into resale and securities borrowing agreements and repurchase and secured lending agreements that settle at a future date , generally within three business days .
the firm also enters into commitments to provide contingent financing to its clients and counterparties through resale agreements .

the firm 2019s funding of these commitments depends on the satisfaction of all contractual conditions to the resale agreement and these commitments can expire unused .
letters of credit the firm has commitments under letters of credit issued by various banks which the firm provides to counterparties in lieu of securities or cash to satisfy various collateral and margin deposit requirements .

investment commitments the firm 2019s investment commitments include commitments to invest in private equity , real estate and other assets directly and through funds that the firm raises and manages .
investment commitments include $ 2.10 billion and $ 2.86 billion as of december 2016 and december 2015 , respectively , related to commitments to invest in funds managed by the firm .
if these commitments are called , they would be funded at market value on the date of investment .

leases the firm has contractual obligations under long-term noncancelable lease agreements for office space expiring on various dates through 2069 .
certain agreements are subject to periodic escalation provisions for increases in real estate taxes and other charges .
the table below presents future minimum rental payments , net of minimum sublease rentals .
$ in millions december 2016 .

rent charged to operating expense was $ 244 million for 2016 , $ 249 million for 2015 and $ 309 million for 2014 .
operating leases include office space held in excess of current requirements .

rent expense relating to space held for growth is included in 201coccupancy . 201d the firm records a liability , based on the fair value of the remaining lease rentals reduced by any potential or existing sublease rentals , for leases where the firm has ceased using the space and management has concluded that the firm will not derive any future economic benefits .
costs to terminate a lease before the end of its term are recognized and measured at fair value on termination .

during 2016 , the firm incurred exit costs of approximately $ 68 million related to excess office space .
goldman sachs 2016 form 10-k 169

 |
| table | $ in millions     | as of december 2016
----------------- | -------------------
2017              | $ 290
2018              | 282
2019              | 238
2020              | 206
2021              | 159
2022 - thereafter | 766
total             | $ 1941 |


| _id | dd4bbbe9c |
| title |  |
| text | table of contents other areas in which we do business .
depending on the scope of such regulation , certain of our facilities and operations , or the operations of our suppliers , may be subject to additional operating and other permit requirements , potentially resulting in increased operating costs .
future regulatory developments future regulatory developments and actions could affect operations and increase operating costs for the airline industry , including our airline subsidiaries .

see part i , item 1a .

risk factors 2013 201cif we are unable to obtain and maintain adequate facilities and infrastructure throughout our system and , at some airports , adequate slots , we may be unable to operate our existing flight schedule and to expand or change our route network in the future , which may have a material adverse impact on our operations , 201d 201cour business is subject to extensive government regulation , which may result in increases in our costs , disruptions to our operations , limits on our operating

to our operations , limits on our operating flexibility , reductions in the demand for air travel , and competitive disadvantages 201d and 201cwe are subject to many forms of environmental regulation and may incur substantial costs as a result 201d for additional information .

employees and labor relations the airline business is labor intensive .
in 2015 , salaries , wages and benefits were our largest expenses and represented approximately 31% ( 31 % ) of our operating expenses .
the table below presents our approximate number of active full-time equivalent employees as of december 31 , 2015 .
mainline operations wholly-owned regional carriers total .

 |
| table | | mainline operations | wholly-owned regional carriers | total
------------------------------------------- | ------------------- | ------------------------------ | ------
pilots and flight crew training instructors | 13100               | 3200                           | 16300
flight attendants                           | 24100               | 1900                           | 26000
maintenance personnel                       | 14400               | 1800                           | 16200
fleet service personnel                     | 16100               | 3200                           | 19300
passenger service personnel                 | 16500               | 7100                           | 23600
administrative and other                    | 14700               | 2400                           | 17100
total                                       | 98900               | 19600                          | 118500 |


| _id | dd4bcc7c4 |
| title |  |
| text | marketing we are a supplier of gasoline and distillates to resellers and consumers within our market area in the midwest , upper great plains , gulf coast and southeastern regions of the united states .
in 2007 , our refined products sales volumes totaled 21.6 billion gallons , or 1.410 mmbpd .
the average sales price of our refined products in aggregate was $ 86.53 per barrel for 2007 .

the following table sets forth our refined products sales by product group and our average sales price for each of the last three years .
refined product sales ( thousands of barrels per day ) 2007 2006 2005 .

total ( a ) 1410 1425 1455 average sales price ( dollars per barrel ) $ 86.53 $ 77.76 $ 66.42 ( a ) includes matching buy/sell volumes of 24 mbpd and 77 mbpd in 2006 and 2005 .
on april 1 , 2006 , we changed our accounting for matching buy/sell arrangements as a result of a new accounting standard .
this change resulted in lower refined products sales volumes for 2007 and the remainder of 2006 than would have been reported under our previous accounting practices .

see note 2 to the consolidated financial statements .
the wholesale distribution of petroleum products to private brand marketers and to large commercial and industrial consumers and sales in the spot market accounted for 69 percent of our refined products sales volumes in 2007 .
we sold 49 percent of our gasoline volumes and 89 percent of our distillates volumes on a wholesale or spot market basis .

half of our propane is sold into the home heating market , with the balance being purchased by industrial consumers .
propylene , cumene , aromatics , aliphatics and sulfur are domestically marketed to customers in the chemical industry .
base lube oils , maleic anhydride , slack wax , extract and pitch are sold throughout the united states and canada , with pitch products also being exported worldwide .

we market asphalt through owned and leased terminals throughout the midwest , upper great plains , gulf coast and southeastern regions of the united states .
our customer base includes approximately 750 asphalt-paving contractors , government entities ( states , counties , cities and townships ) and asphalt roofing shingle manufacturers .
we have blended ethanol with gasoline for over 15 years and increased our blending program in 2007 , in part due to renewable fuel mandates .

we blended 41 mbpd of ethanol into gasoline in 2007 and 35 mbpd in both 2006 and 2005 .
the future expansion or contraction of our ethanol blending program will be driven by the economics of the ethanol supply and changes in government regulations .
we sell reformulated gasoline in parts of our marketing territory , primarily chicago , illinois ; louisville , kentucky ; northern kentucky ; milwaukee , wisconsin and hartford , illinois , and we sell low-vapor-pressure gasoline in nine states .

we also sell biodiesel in minnesota , illinois and kentucky .
as of december 31 , 2007 , we supplied petroleum products to about 4400 marathon branded-retail outlets located primarily in ohio , michigan , indiana , kentucky and illinois .
branded retail outlets are also located in georgia , florida , minnesota , wisconsin , north carolina , tennessee , west virginia , virginia , south carolina , alabama , pennsylvania , and texas .

sales to marathon-brand jobbers and dealers accounted for 16 percent of our refined product sales volumes in 2007 .
speedway superamerica llc ( 201cssa 201d ) , our wholly-owned subsidiary , sells gasoline and diesel fuel primarily through retail outlets that we operate .
sales of refined products through these ssa retail outlets accounted for 15 percent of our refined products sales volumes in 2007 .

as of december 31 , 2007 , ssa had 1636 retail outlets in nine states that sold petroleum products and convenience store merchandise and services , primarily under the brand names 201cspeedway 201d and 201csuperamerica . 201d ssa 2019s revenues from the sale of non-petroleum merchandise totaled $ 2.796 billion in 2007 , compared with $ 2.706 billion in 2006 .

profit levels from the sale of such merchandise and services tend to be less volatile than profit levels from the retail sale of gasoline and diesel fuel .
ssa also operates 59 valvoline instant oil change retail outlets located in michigan and northwest ohio .
pilot travel centers llc ( 201cptc 201d ) , our joint venture with pilot corporation ( 201cpilot 201d ) , is the largest operator of travel centers in the united states with 286 locations in 37 states and canada at december 31 , 2007 .

the travel centers offer diesel fuel , gasoline and a variety of other services , including on-premises brand-name restaurants at many locations .
pilot and marathon each own a 50 percent interest in ptc.

 |
| table | ( thousands of barrels per day )           | 2007    | 2006    | 2005
------------------------------------------ | ------- | ------- | -------
gasoline                                   | 791     | 804     | 836
distillates                                | 377     | 375     | 385
propane                                    | 23      | 23      | 22
feedstocks and special products            | 103     | 106     | 96
heavy fuel oil                             | 29      | 26      | 29
asphalt                                    | 87      | 91      | 87
total ( a )                                | 1410    | 1425    | 1455
average sales price ( dollars per barrel ) | $ 86.53 | $ 77.76 | $ 66.42 |


| _id | dd4c187be |
| title |  |
| text | table of contents global brand concepts american living launched exclusively at jcpenney in february 2008 , american living offers classic american style with a fresh , modern spirit and authentic sensibility .
from everyday essentials to special occasion looks for the entire family to finely crafted bedding and home furnishings , american living promises stylish clothing and home products that are exceptionally made and offered at an incredible value .

american living is available exclusively at jcpenney and jcp.com .
chaps translates the classic heritage and timeless aesthetic of ralph lauren into an accessible line for men , women , children and the home .
from casual basics designed for versatility and ease of wear to smart , finely tailored silhouettes perfect for business and more formal occasions , chaps creates interchangeable classics that are both enduring and affordable .

the chaps men 2019s collection is available at select department and specialty stores .
the chaps collections for women , children and the home are available exclusively at kohl 2019s and kohls.com .
our wholesale segment our wholesale segment sells our products to leading upscale and certain mid-tier department stores , specialty stores and golf and pro shops , both domestically and internationally .

we have continued to focus on elevating our brand by improving in-store product assortment and presentation , and improving full-price sell-throughs to consumers .
as of the end of fiscal 2011 , our ralph lauren- branded products were sold through approximately 10000 doors worldwide and during fiscal 2011 , we invested approximately $ 35 million in related shop-within-shops primarily in domestic and international department and specialty stores .

department stores are our major wholesale customers in north america .
in europe , our wholesale sales are a varying mix of sales to both department stores and specialty shops , depending on the country .
our collection brands 2014 women 2019s ralph lauren collection and black label and men 2019s purple label and black label 2014 are distributed through a limited number of premier fashion retailers .

in addition , we sell excess and out-of-season products through secondary distribution channels , including our retail factory stores .
in japan , our wholesale products are distributed primarily through shop-within-shops at premiere and top-tier department stores , and the mix of business is weighted to women 2019s blue label .

in asia ( excluding japan and south korea ) , our wholesale products are sold at mid and top- tier department stores , and the mix of business is primarily weighted to men 2019s and women 2019s blue label .
in asia and on a worldwide basis , products distributed through concessions-based sales arrangements are reported within our retail segment ( see 201cour retail segment 201d for further discussion ) .

worldwide distribution channels the following table presents the number of doors by geographic location , in which ralph lauren-branded products distributed by our wholesale segment were sold to consumers in our primary channels of distribution as of april 2 , 2011 : number of location doors .

in addition , american living and chaps-branded products distributed by our wholesale segment were sold domestically through approximately 1700 doors as of april 2 , 2011.

 |
| table | location                 | number of doors
------------------------ | ---------------
united states and canada | 5943
europe                   | 3919
asia                     | 93
total                    | 9955 |


| _id | dd4bd5eb4 |
| title |  |
| text | in summary , our cash flows for each period were as follows: .

operating activities cash provided by operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities .
for 2013 compared to 2012 , the $ 1.9 billion increase in cash provided by operating activities was due to changes in working capital , partially offset by lower net income in 2013 .
income taxes paid , net of refunds , in 2013 compared to 2012 were $ 1.1 billion lower due to lower income before taxes in 2013 and 2012 income tax overpayments .

changes in assets and liabilities as of december 28 , 2013 , compared to december 29 , 2012 , included lower income taxes payable and receivable resulting from a reduction in taxes due in 2013 , and lower inventories due to the sell-through of older-generation products , partially offset by the ramp of 4th generation intel core processor family products .

for 2013 , our three largest customers accounted for 44% ( 44 % ) of our net revenue ( 43% ( 43 % ) in 2012 and 2011 ) , with hewlett- packard company accounting for 17% ( 17 % ) of our net revenue ( 18% ( 18 % ) in 2012 and 19% ( 19 % ) in 2011 ) , dell accounting for 15% ( 15 % ) of our net revenue ( 14% ( 14 % ) in 2012 and 15% ( 15 % ) in 2011 ) , and lenovo accounting for 12% ( 12 % ) of our net revenue ( 11% ( 11 % ) in 2012 and 9% ( 9 % ) in 2011 ) .

these three customers accounted for 34% ( 34 % ) of our accounts receivable as of december 28 , 2013 ( 33% ( 33 % ) as of december 29 , 2012 ) .
for 2012 compared to 2011 , the $ 2.1 billion decrease in cash provided by operating activities was due to lower net income and changes in our working capital , partially offset by adjustments for non-cash items .

the adjustments for noncash items were higher due primarily to higher depreciation in 2012 compared to 2011 , partially offset by increases in non-acquisition-related deferred tax liabilities as of december 31 , 2011 .
investing activities investing cash flows consist primarily of capital expenditures ; investment purchases , sales , maturities , and disposals ; as well as cash used for acquisitions .

the increase in cash used for investing activities in 2013 compared to 2012 was primarily due to an increase in purchases of available-for-sale investments and a decrease in maturities and sales of trading assets , partially offset by an increase in maturities and sales of available-for-sale investments and a decrease in purchases of licensed technology and patents .
our capital expenditures were $ 10.7 billion in 2013 ( $ 11.0 billion in 2012 and $ 10.8 billion in 2011 ) .

cash used for investing activities increased in 2012 compared to 2011 primarily due to net purchases of available- for-sale investments and trading assets in 2012 , as compared to net maturities and sales of available-for-sale investments and trading assets in 2011 , partially offset by a decrease in cash paid for acquisitions .
net purchases of available-for-sale investments in 2012 included our purchase of $ 3.2 billion of equity securities in asml in q3 2012 .

financing activities financing cash flows consist primarily of repurchases of common stock , payment of dividends to stockholders , issuance and repayment of long-term debt , and proceeds from the sale of shares through employee equity incentive plans .
table of contents management 2019s discussion and analysis of financial condition and results of operations ( continued )

 |
| table | ( in millions )                                                   | 2013             | 2012             | 2011
----------------------------------------------------------------- | ---------------- | ---------------- | ----------------
net cash provided by operating activities                         | $ 20776          | $ 18884          | $ 20963
net cash used for investing activities                            | -18073 ( 18073 ) | -14060 ( 14060 ) | -10301 ( 10301 )
net cash used for financing activities                            | -5498 ( 5498 )   | -1408 ( 1408 )   | -11100 ( 11100 )
effect of exchange rate fluctuations on cash and cash equivalents | -9 ( 9 )         | -3 ( 3 )         | 5
net increase ( decrease ) in cash and cash equivalents            | $ -2804 ( 2804 ) | $ 3413           | $ -433 ( 433 ) |


| _id | dd4bbeb7e |
| title |  |
| text | sl green realty corp .
it happens here 2012 annual report 85 | 85 in april a02011 , we purchased sitq immobilier , a subsid- iary of caisse de depot et placement du quebec , or sitq 2019s , 31.5% ( 31.5 % ) economic interest in 1515 a0 broadway , thereby consoli- dating full ownership of the 1750000 a0square foot ( unaudited ) building .
the transaction valued the consolidated interests at $ 1.23 a0 billion .

this valuation was based on a negotiated sales agreement and took into consideration such factors as whether this was a distressed sale and whether a minority dis- count was warranted .
we acquired the interest subject to the $ 458.8 a0million mortgage encumbering the property .
we rec- ognized a purchase price fair value adjustment of $ 475.1 a0mil- lion upon the closing of this transaction .

this property , which we initially acquired in may a02002 , was previously accounted for as an investment in unconsolidated joint ventures .
in january a0 2011 , we purchased city investment fund , or cif 2019s , 49.9% ( 49.9 % ) a0interest in 521 a0fifth avenue , thereby assum- ing full ownership of the 460000 a0 square foot ( unaudited ) building .
the transaction valued the consolidated interests at approximately $ 245.7 a0 million , excluding $ 4.5 a0 million of cash and other assets acquired .

we acquired the interest subject to the $ 140.0 a0 million mortgage encumbering the property .
we recognized a purchase price fair value adjust- ment of $ 13.8 a0million upon the closing of this transaction .
in april a02011 , we refinanced the property with a new $ 150.0 a0mil- lion 2-year mortgage which carries a floating rate of interest of 200 a0basis points over the 30-day libor .
in connection with that refinancing , we acquired the fee interest in the property for $ 15.0 a0million .

the following summarizes our allocation of the purchase price of the assets acquired and liabilities assumed upon the closing of these 2011 acquisitions ( amounts in thousands ) : 51 east 180 110 east 1515 521 fifth 42nd street maiden lane 42nd street broadway avenue land fffd$ 44095 $ 191523 $ 34000 $ 2002 2008462700 $ 110100 .

net consideration funded by us at closing fffd$ 81632 $ 200281835 $ 20022744 $ 2002 2008259228 $ 200270000 equity and/or debt investment held fffd 2014 2014 $ 16000 $ 2002 2002 200840942 $ 200241432 debt assumed fffd$ 2002 2002 2002 2002 2008 2014 $ 2002 2002 2002 2002 2002 2008 2014 $ 65000 $ 2002 2008458767 $ 140000 2010 acquisitions | in january 2010 , we became the sole owner of 100 a0church street , a 1.05 a0million square foot ( unau- dited ) office tower located in downtown manhattan , following the

located in downtown manhattan , following the successful foreclosure of the senior mezzanine loan at the property .

our initial investment totaled $ 40.9 a0million , which was comprised of a 50% ( 50 % ) a0interest in the senior mezzanine loan and two other mezzanine loans at 100 a0 church street , which we acquired from gramercy capital corp .
( nyse : a0gkk ) , or gramercy , in the summer of a0 2007 .
at closing of the foreclo- sure , we funded an additional $ 15.0 a0million of capital into the project as part of our agreement with wachovia bank , n.a .
to extend and restructure the existing financing .

gramercy declined to fund its share of this capital and instead trans- ferred its interests in the investment to us at closing .
the restructured $ 139.7 a0million mortgage carries an interest rate of 350 a0basis points over the 30-day libor .
the restructured mortgage , which was scheduled to mature in january a0 2013 , was repaid in march a02011 .
in august a0 2010 , we acquired 125 a0 park avenue , a manhattan office tower , for $ 330 a0million .

in connection with the acquisition , we assumed $ 146.25 a0million of in-place financ- ing .
the 5.748% ( 5.748 % ) interest-only loan matures in october a02014 .
in december a02010 , we completed the acquisition of various investments from gramercy .

this acquisition included ( 1 ) a0the remaining 45% ( 45 % ) a0interest in the leased fee at 885 a0third avenue for approximately $ 39.3 a0 million plus assumed mortgage debt of approximately $ 120.4 a0million , ( 2 ) a0the remaining 45% ( 45 % ) interest in the leased fee at 2 a0 herald square for approxi- mately $ 25.6 a0 million plus assumed mortgage debt of approximately $ 86.1 a0 million and , ( 3 ) a0 the entire leased fee interest in 292 a0madison avenue for approximately $ 19.2 a0mil- lion plus

avenue for approximately $ 19.2 a0mil- lion plus assumed mortgage debt of approximately $ 59.1 a0million .

these assets are all leased to third a0party operators.

 |
| table | | 51 east 42nd street | 180 maiden lane | 110 east 42nd street | 1515 broadway  | 521 fifth avenue
---------------------------------------------- | ------------------- | --------------- | -------------------- | -------------- | ----------------
land                                           | $ 44095             | $ 191523        | $ 34000              | $ 462700       | $ 110100
building                                       | 33470               | 233230          | 46411                | 707938         | 146686
above market lease value                       | 5616                | 7944            | 823                  | 18298          | 3318
acquired in-place leases                       | 4333                | 29948           | 5396                 | 98661          | 23016
other assets net of other liabilities          | 2014                | 2014            | 2014                 | 27127          | 2014
assets acquired                                | 87514               | 462645          | 86630                | 1314724        | 283120
fair value adjustment to mortgage note payable | 2014                | 2014            | 2014                 | -3693 ( 3693 ) | 2014
below market lease value                       | 7514                | 20320           | 2326                 | 84417          | 25977
liabilities assumed                            | 7514                | 20320           | 2326                 | 80724          | 25977
purchase price allocation                      | $ 80000             | $ 442325        | $ 84304              | $ 1234000      | $ 257143
net consideration funded by us at closing      | $ 81632             | $ 81835         | $ 2744               | $ 259228       | $ 70000
equity and/or debt investment held             | 2014                | 2014            | $ 16000              | $ 40942        | $ 41432
debt assumed                                   | $ 2014              | $ 2014          | $ 65000              | $ 458767       | $ 140000 |


| _id | dd4bb1f8c |
| title |  |
| text | table of contents item 1b .
unresolved staff comments we have no unresolved sec staff comments to report .
item 2 .
properties as of december 31 , 2015 , we owned or leased 126 major manufacturing sites and 14 major technical centers .
a manufacturing site may include multiple plants and may be wholly or partially owned or leased .

we also have many smaller manufacturing sites , sales offices , warehouses , engineering centers , joint ventures and other investments strategically located throughout the world .
we have a presence in 44 countries .
the following table shows the regional distribution of our major manufacturing sites by the operating segment that uses such facilities : north america europe , middle east & africa asia pacific south america total .

in addition to these manufacturing sites , we had 14 major technical centers : four in north america ; five in europe , middle east and africa ; four in asia pacific ; and one in south america .
of our 126 major manufacturing sites and 14 major technical centers , which include facilities owned or leased by our consolidated subsidiaries , 77 are primarily owned and 63 are primarily leased .

we frequently review our real estate portfolio and develop footprint strategies to support our customers 2019 global plans , while at the same time supporting our technical needs and controlling operating expenses .
we believe our evolving portfolio will meet current and anticipated future needs .
item 3 .

item 3 .
legal proceedings we are from time to time subject to various actions , claims , suits , government investigations , and other proceedings incidental to our business , including those arising out of alleged defects , breach of contracts , competition and antitrust matters , product warranties , intellectual property matters , personal injury claims and employment-related matters .

it is our opinion that the outcome of such matters will not have a material adverse impact on our consolidated financial position , results of operations , or cash flows .
with respect to warranty matters , although we cannot ensure that the future costs of warranty claims by customers will not be material , we believe our established reserves are adequate to cover potential warranty settlements .

however , the final amounts required to resolve these matters could differ materially from our recorded estimates .
gm ignition switch recall in the first quarter of 2014 , gm , delphi 2019s largest customer , initiated a product recall related to ignition switches .
delphi received requests for information from , and cooperated with , various government agencies related to this ignition switch recall .

in addition , delphi was initially named as a co-defendant along with gm ( and in certain cases other parties ) in class action and product liability lawsuits related to this matter .
as of december 31 , 2015 , delphi was not named as a defendant in any class action complaints .
although no assurances can be made as to the ultimate outcome of these or any other future claims , delphi does not believe a loss is probable and , accordingly , no reserve has been made as of december 31 , 2015 .

unsecured creditors litigation the fourth amended and restated limited liability partnership agreement of delphi automotive llp ( the 201cfourth llp agreement 201d ) was entered into on july 12 , 2011 by the members of delphi automotive llp in order to position the company for its initial public offering .

under the terms of the fourth llp agreement , if cumulative distributions to the members of delphi automotive llp under certain provisions of the fourth llp agreement exceed $ 7.2 billion , delphi , as disbursing agent on behalf of dphh , is required to pay to the holders of allowed general unsecured claims against dphh $ 32.50 for every $ 67.50 in excess of $ 7.2 billion distributed to the members , up to a maximum amount of $ 300 million .

in december 2014 , a complaint was filed in the bankruptcy court alleging that the redemption by delphi automotive llp of the membership interests of gm and the pbgc , and the repurchase of shares and payment of dividends by delphi automotive plc , constituted distributions under the terms of the fourth llp agreement approximating $ 7.2 billion .
delphi considers cumulative

 |
| table | | north america | europemiddle east& africa | asia pacific | south america | total
---------------------------------- | ------------- | ------------------------- | ------------ | ------------- | -----
electrical/electronic architecture | 30            | 32                        | 25           | 5             | 92
powertrain systems                 | 4             | 10                        | 5            | 2             | 21
electronics and safety             | 3             | 7                         | 3            | 2014          | 13
total                              | 37            | 49                        | 33           | 7             | 126 |


| _id | dd4c5cebe |
| title |  |
| text | devon energy corporation and subsidiaries notes to consolidated financial statements 2013 ( continued ) debt maturities as of december 31 , 2014 , excluding premiums and discounts , are as follows ( in millions ) : .

credit lines devon has a $ 3.0 billion syndicated , unsecured revolving line of credit ( the senior credit facility ) .
the maturity date for $ 30 million of the senior credit facility is october 24 , 2017 .
the maturity date for $ 164 million of the senior credit facility is october 24 , 2018 .
the maturity date for the remaining $ 2.8 billion is october 24 , 2019 .

amounts borrowed under the senior credit facility may , at the election of devon , bear interest at various fixed rate options for periods of up to twelve months .
such rates are generally less than the prime rate .
however , devon may elect to borrow at the prime rate .
the senior credit facility currently provides for an annual facility fee of $ 3.8 million that is payable quarterly in arrears .
as of december 31 , 2014 , there were no borrowings under the senior credit facility .

the senior credit facility contains only one material financial covenant .
this covenant requires devon 2019s ratio of total funded debt to total capitalization , as defined in the credit agreement , to be no greater than 65 percent .
the credit agreement contains definitions of total funded debt and total capitalization that include adjustments to the respective amounts reported in the accompanying consolidated financial statements .

also , total capitalization is adjusted to add back noncash financial write-downs such as full cost ceiling impairments or goodwill impairments .
as of december 31 , 2014 , devon was in compliance with this covenant with a debt-to- capitalization ratio of 20.9 percent .
commercial paper devon has access to $ 3.0 billion of short-term credit under its commercial paper program .

commercial paper debt generally has a maturity of between 1 and 90 days , although it can have a maturity of up to 365 days , and bears interest at rates agreed to at the time of the borrowing .
the interest rate is generally based on a standard index such as the federal funds rate , libor or the money market rate as found in the commercial paper market .
as of december 31 , 2014 , devon 2019s commercial paper borrowings of $ 932 million have a weighted- average borrowing rate of 0.44 percent .

retirement of senior notes on november 13 , 2014 , devon redeemed $ 1.9 billion of senior notes prior to their scheduled maturity , primarily with proceeds received from its asset divestitures .
the redemption includes the 2.4% ( 2.4 % ) $ 500 million senior notes due 2016 , the 1.2% ( 1.2 % ) $ 650 million senior notes due 2016 and the 1.875% ( 1.875 % ) $ 750 million senior notes due 2017 .

the notes were redeemed for $ 1.9 billion , which included 100 percent of the principal amount and a make-whole premium of $ 40 million .
on the date of redemption , these notes also had an unamortized discount of $ 2 million and unamortized debt issuance costs of $ 6 million .
the make-whole premium , unamortized discounts and debt issuance costs are included in net financing costs on the accompanying 2014 consolidated comprehensive statement of earnings.

 |
| table | 2015                | $ 1432
------------------- | -------
2016                | 350
2017                | 2014
2018                | 875
2019                | 1337
2020 and thereafter | 7263
total               | $ 11257 |


| _id | dd4b9a152 |
| title |  |
| text | worldwide wholesale distribution channels the following table presents the number of doors by geographic location in which products distributed by our wholesale segment were sold to consumers in our primary channels of distribution as of april 2 , 2016: .

( a ) includes the u.s. , canada , and latin america .
( b ) includes the middle east .
( c ) includes australia and new zealand .
we have three key wholesale customers that generate significant sales volume .
during fiscal 2016 , sales to our largest wholesale customer , macy's , inc .
( "macy's" ) , accounted for approximately 11% ( 11 % ) and 25% ( 25 % ) of our total net revenues and total wholesale net revenues , respectively .

further , during fiscal 2016 , sales to our three largest wholesale customers , including macy's , accounted for approximately 24% ( 24 % ) and 53% ( 53 % ) of our total net revenues and total wholesale net revenues , respectively .
our products are sold primarily by our own sales forces .
our wholesale segment maintains its primary showrooms in new york city .
in addition , we maintain regional showrooms in milan , paris , london , munich , madrid , stockholm , and panama .
shop-within-shops .

shop-within-shops .
as a critical element of our distribution to department stores , we and our licensing partners utilize shop-within-shops to enhance brand recognition , to permit more complete merchandising of our lines by the department stores , and to differentiate the presentation of our products .
as of april 2 , 2016 , we had approximately 25000 shop-within-shops in our primary channels of distribution dedicated to our wholesale products worldwide .

the size of our shop-within-shops ranges from approximately 100 to 9200 square feet .
shop-within-shop fixed assets primarily include items such as customized freestanding fixtures , wall cases and components , decorative items , and flooring .
we normally share in the cost of building out these shop-within-shops with our wholesale customers .
basic stock replenishment program .

basic stock replenishment program .
basic products such as knit shirts , chino pants , oxford cloth shirts , select accessories , and home products can be ordered by our wholesale customers at any time through our basic stock replenishment program .
we generally ship these products within two to five days of order receipt .

our retail segment our retail segment sells directly to customers throughout the world via our 493 retail stores , totaling approximately 3.8 million square feet , and 583 concession-based shop-within-shops , as well as through our various e-commerce sites .
the extension of our direct-to-consumer reach is one of our primary long-term strategic goals .

we operate our retail business using an omni-channel retailing strategy that seeks to deliver an integrated shopping experience with a consistent message of our brands and products to our customers , regardless of whether they are shopping for our products in one of our physical stores or online .

ralph lauren stores our ralph lauren stores feature a broad range of apparel , accessories , watch and jewelry , fragrance , and home product assortments in an atmosphere reflecting the distinctive attitude and image of the ralph lauren , polo , double rl , and denim & supply brands , including exclusive merchandise that is not sold in department stores .
during fiscal 2016 , we opened 22 new ralph lauren stores and closed 21 stores .

our ralph lauren stores are primarily situated in major upscale street locations and upscale regional malls , generally in large urban markets.

 |
| table | location           | number of doors
------------------ | ---------------
the americas ( a ) | 7741
europe ( b )       | 5625
asia ( c )         | 136
total              | 13502 |


| _id | dd4985704 |
| title |  |
| text | international networks international networks generated revenues of $ 1637 million during 2012 , which represented 37% ( 37 % ) of our total consolidated revenues .
our international networks segment principally consists of national and pan-regional television networks .
this segment generates revenue from operations in virtually every pay-television market in the world through an infrastructure that includes operational centers in london , singapore and miami .

discovery channel , animal planet and tlc lead the international networks 2019 portfolio of television networks .
international networks has one of the largest international distribution platforms of networks with as many as fourteen networks in more than 200 countries and territories around the world .

at december 31 , 2012 , international networks operated over 180 unique distribution feeds in over 40 languages with channel feeds customized according to language needs and advertising sales opportunities .
international networks also has free-to-air networks in the u.k. , germany , italy and spain and continues to pursue international expansion .

our international networks segment owns and operates the following television networks which reached the following number of subscribers as of december 31 , 2012 : global networks international subscribers ( millions ) regional networks international subscribers ( millions ) .

on december 21 , 2012 , our international networks segment acquired 20% ( 20 % ) equity ownership interests in eurosport , a european sports satellite and cable network , and a portfolio of pay television networks from tf1 , a french media company , for $ 264 million , including transaction costs .
we have a call right that enables us to purchase a controlling interest in eurosport starting december 2014 and for one year thereafter .

if we exercise our call right , tf1 will have the right to put its remaining interest to us for one year thereafter .
the arrangement is intended to increase the growth of eurosport , which focuses on niche but regionally popular sports such as tennis , skiing , cycling and skating , and enhance our pay television offerings in france .
on december 28 , 2012 , we acquired switchover media , a group of five italian television channels with children's and entertainment programming .

( see note 3 to the accompanying consolidated financial statements. ) education education generated revenues of $ 105 million during 2012 , which represented 2% ( 2 % ) of our total consolidated revenues .
education is comprised of curriculum-based product and service offerings .

this segment generates revenues primarily from subscriptions charged to k-12 schools for access to an online suite of curriculum-based vod tools , professional development services , digital textbooks and , to a lesser extent , student assessments and publication of hardcopy curriculum-based content .
our education business also participates in global brand and content licensing and engages in partnerships with leading non-profits , corporations , foundations and trade associations .

content development our content development strategy is designed to increase viewership , maintain innovation and quality leadership , and provide value for our network distributors and advertising customers .
our content is sourced from a wide range of third-party producers , which include some of the world 2019s leading nonfiction production companies as well as independent producers .
our production arrangements fall into three categories : produced , coproduced and licensed .

substantially all produced content includes content that we engage third parties to develop and produce , while we retain editorial control and own most or all of the rights , in exchange for paying all development and production costs .
coproduced content refers to program rights that we have collaborated with third parties to finance and develop because at times world-wide rights are not available for acquisition or we save costs by collaborating with third parties .

licensed content is comprised of films or series that have been previously produced by third parties.

 |
| table | global networks discovery channel | internationalsubscribers ( millions ) 246 | regional networks dmax        | internationalsubscribers ( millions ) 90
--------------------------------- | ----------------------------------------- | ----------------------------- | ----------------------------------------
animal planet                     | 183                                       | discovery kids                | 61
tlc real time and travel & living | 174                                       | quest                         | 26
discovery science                 | 75                                        | discovery history             | 13
investigation discovery           | 63                                        | shed                          | 12
discovery home & health           | 57                                        | discovery en espanol ( u.s. ) | 5
turbo                             | 42                                        | discovery familia ( u.s )     | 4
discovery world                   | 27                                        |                               | |


| _id | dd4c58418 |
| title |  |
| text | property and equipment property and equipment are recorded at cost .
the company provides for depreciation and amortization on a straight-line basis over the following estimated useful lives: .

improvements of leased properties are amortized over the shorter of the life of the applicable lease term or the estimated useful life of the asset .
impairment of long-lived assets when indicators of impairment are present , the company evaluates the carrying value of long-lived assets , other than goodwill , in relation to the operating performance and future cash flows or the appraised values of the underlying assets .

in accordance with sfas 144 , 201caccounting for the impairment or disposal of long-lived assets , 201d the company reviews for impairment stores open more than two years for which current cash flows from operations are negative .
impairment results when the carrying value of the assets exceeds the undiscounted future cash flows over the life of the lease .

the company 2019s estimate of undiscounted future cash flows over the lease term is based upon historical operations of the stores and estimates of future store profitability which encompasses many factors that are subject to variability and difficult to predict .
if a long-lived asset is found to be impaired , the amount recognized for impairment is equal to the difference between the carrying value and the asset 2019s fair value .

the fair value is estimated based primarily upon future cash flows ( discounted at the company 2019s credit adjusted risk-free rate ) or other reasonable estimates of fair market value .
assets to be disposed of are adjusted to the fair value less the cost to sell if less than the book value .

the company recorded impairment charges included in sg&a expense of approximately $ 0.2 million in the 2007 predecessor period , $ 9.4 million in 2006 and $ 0.6 million in 2005 to reduce the carrying value of certain of its stores 2019 assets as deemed necessary due to negative sales trends and cash flows at these locations .
the majority of the 2006 charges were recorded pursuant to certain strategic initiatives discussed in note 3 .

goodwill and other intangible assets the company amortizes intangible assets over their estimated useful lives unless such lives are deemed indefinite .
amortizable intangible assets are tested for impairment based on undiscounted cash flows , and , if impaired , written down to fair value based on either discounted cash flows or appraised values .
intangible assets with indefinite lives are tested annually for impairment and written down to fair value as required .

no impairment of intangible assets has been identified during any of the periods presented.

 |
| table | land improvements                | 20
-------------------------------- | -----
buildings                        | 39-40
furniture fixtures and equipment | 3-10 |


| _id | dd4972226 |
| title |  |
| text | equipment and energy .

2013 vs .
2012 sales of $ 451.1 increased primarily from higher lng project activity .
operating income of $ 65.5 increased from the higher lng project activity .
the sales backlog for the equipment business at 30 september 2013 was $ 402 , compared to $ 450 at 30 september 2012 .
it is expected that approximately $ 250 of the backlog will be completed during 2014 .
2012 vs .
2011 sales of $ 420.1 increased 5% ( 5 % ) , or $ 19.5 , reflecting higher air separation unit ( asu ) activity .

operating income of $ 44.6 decreased 29% ( 29 % ) , or $ 18.2 , reflecting lower lng project activity .
the sales backlog for the equipment business at 30 september 2012 was $ 450 , compared to $ 334 at 30 september 2011 .
other operating income ( loss ) primarily includes other expense and income that cannot be directly associated with the business segments , including foreign exchange gains and losses .

also included are lifo inventory valuation adjustments , as the business segments use fifo , and the lifo pool valuation adjustments are not allocated to the business segments .
other also included stranded costs resulting from discontinued operations , as these costs were not reallocated to the businesses in 2012 .
2013 vs .
2012 other operating loss was $ 4.7 , compared to $ 6.6 in the prior year .
the current year includes an unfavorable lifo adjustment versus the prior year of $ 11 .

the prior year loss included stranded costs from discontinued operations of $ 10 .
2012 vs .
2011 other operating loss was $ 6.6 , compared to $ 39.3 in the prior year , primarily due to a reduction in stranded costs , a decrease in the lifo adjustment as a result of decreases in inventory values , and favorable foreign exchange , partially offset by gains on asset sales in the prior year.

 |
| table | | 2013    | 2012    | 2011
---------------- | ------- | ------- | -------
sales            | $ 451.1 | $ 420.1 | $ 400.6
operating income | 65.5    | 44.6    | 62.8 |


| _id | dd4c10ae6 |
| title |  |
| text | cross-border outstandings cross-border outstandings , as defined by bank regulatory rules , are amounts payable to state street by residents of foreign countries , regardless of the currency in which the claim is denominated , and local country claims in excess of local country obligations .
these cross-border outstandings consist primarily of deposits with banks , loan and lease financing and investment securities .

in addition to credit risk , cross-border outstandings have the risk that , as a result of political or economic conditions in a country , borrowers may be unable to meet their contractual repayment obligations of principal and/or interest when due because of the unavailability of , or restrictions on , foreign exchange needed by borrowers to repay their obligations .

cross-border outstandings to countries in which we do business which amounted to at least 1% ( 1 % ) of our consolidated total assets were as follows as of december 31: .

the total cross-border outstandings presented in the table represented 5% ( 5 % ) , 12% ( 12 % ) and 9% ( 9 % ) of our consolidated total assets as of december 31 , 2008 , 2007 and 2006 , respectively .
aggregate cross-border outstandings to countries which totaled between .75% ( .75 % ) and 1% ( 1 % ) of our consolidated total assets at december 31 , 2008 amounted to $ 3.45 billion ( canada and germany ) .

there were no cross-border outstandings to countries which totaled between .75% ( .75 % ) and 1% ( 1 % ) of our consolidated total assets as of december 31 , 2007 .
aggregate cross-border outstandings to countries which totaled between .75% ( .75 % ) and 1% ( 1 % ) of our consolidated total assets at december 31 , 2006 amounted to $ 1.05 billion ( canada ) .

capital regulatory and economic capital management both use key metrics evaluated by management to assess whether our actual level of capital is commensurate with our risk profile , is in compliance with all regulatory requirements , and is sufficient to provide us with the financial flexibility to undertake future strategic business initiatives .

regulatory capital our objective with respect to regulatory capital management is to maintain a strong capital base in order to provide financial flexibility for our business needs , including funding corporate growth and supporting customers 2019 cash management needs , and to provide protection against loss to depositors and creditors .

we strive to maintain an optimal level of capital , commensurate with our risk profile , on which an attractive return to shareholders will be realized over both the short and long term , while protecting our obligations to depositors and creditors and satisfying regulatory requirements .

our capital management process focuses on our risk exposures , our capital position relative to our peers , regulatory capital requirements and the evaluations of the major independent credit rating agencies that assign ratings to our public debt .

our capital committee , working in conjunction with our asset and liability committee , referred to as alco , oversees the management of regulatory capital , and is responsible for ensuring capital adequacy with respect to regulatory requirements , internal targets and the expectations of the major independent credit rating agencies .
the primary regulator of both state street and state street bank for regulatory capital purposes is the federal reserve .

both state street and state street bank are subject to the minimum capital requirements established by the federal reserve and defined in the federal deposit insurance corporation improvement act

 |
| table | ( in millions )                 | 2008   | 2007    | 2006
------------------------------- | ------ | ------- | ------
united kingdom                  | $ 5836 | $ 5951  | $ 5531
australia                       | 2044   | 3567    | 1519
canada                          | 2014   | 4565    | 2014
germany                         | 2014   | 2944    | 2696
total cross-border outstandings | $ 7880 | $ 17027 | $ 9746 |


| _id | dd4c37cfe |
| title |  |
| text | 36 duke realty corporation annual report 2013 leasing/capital costs tenant improvements and lease-related costs pertaining to our initial leasing of newly completed space , or vacant space in acquired properties , are referred to as first generation expenditures .

such first generation expenditures for tenant improvements are included within "development of real estate investments" in our consolidated statements of cash flows , while such expenditures for lease-related costs are included within "other deferred leasing costs." cash expenditures related to the construction of a building's shell , as well as the associated site improvements , are also included within "development of real estate investments" in our consolidated statements of cash flows .

tenant improvements and leasing costs to re-let rental space that we previously leased to tenants are referred to as second generation expenditures .
building improvements that are not specific to any tenant but serve to improve integral components of our real estate properties are also second generation expenditures .
one of our principal uses of our liquidity is to fund the second generation leasing/capital expenditures of our real estate investments .

the following table summarizes our second generation capital expenditures by type of expenditure ( in thousands ) : .

second generation tenant improvements and leasing costs increased due to a shift in industrial leasing volume from renewal leases to second generation leases ( see data in the key performance indicators section of management's discussion and analysis of financial condition and results of operations ) , which are generally more capital intensive .

additionally , although the overall renewal volume was lower , renewals for office leases , which are generally more capital intensive than industrial leases , increased from 2012 .
during 2013 , we increased our investment across all product types in non-tenant specific building improvements .
the increase in capital expenditures for the development of real estate investments was the result of our increased focus on wholly owned development projects .

we had wholly owned properties under development with an expected cost of $ 572.6 million at december 31 , 2013 , compared to projects with an expected cost of $ 468.8 million and $ 124.2 million at december 31 , 2012 and 2011 , respectively .
cash outflows for real estate development investments were $ 427.4 million , $ 264.8 million and $ 162.1 million for december 31 , 2013 , 2012 and 2011 , respectively .

we capitalized $ 31.3 million , $ 30.4 million and $ 25.3 million of overhead costs related to leasing activities , including both first and second generation leases , during the years ended december 31 , 2013 , 2012 and 2011 , respectively .

we capitalized $ 27.1 million , $ 20.0 million and $ 10.4 million of overhead costs related to development activities , including construction , development and tenant improvement projects on first and second generation space , during the years ended december 31 , 2013 , 2012 and 2011 , respectively .

combined overhead costs capitalized to leasing and development totaled 35.7% ( 35.7 % ) , 31.1% ( 31.1 % ) and 20.6% ( 20.6 % ) of our overall pool of overhead costs at december 31 , 2013 , 2012 and 2011 , respectively .
further discussion of the capitalization of overhead costs can be found herein , in the discussion of general and administrative expenses in the comparison sections of management's discussion and analysis of financial condition and results of operations.

 |
| table | | 2013     | 2012     | 2011
-------------------------------------------- | -------- | -------- | --------
second generation tenant improvements        | $ 39892  | $ 26643  | $ 50079
second generation leasing costs              | 38617    | 31059    | 38130
building improvements                        | 13289    | 6182     | 11055
total second generation capital expenditures | $ 91798  | $ 63884  | $ 99264
development of real estate investments       | $ 427355 | $ 264755 | $ 162070
other deferred leasing costs                 | $ 35376  | $ 27772  | $ 26311 |


| _id | dd4be814a |
| title |  |
| text | the containerboard group ( a division of tenneco packaging inc. ) notes to combined financial statements ( continued ) april 11 , 1999 5 .
pension and other benefit plans ( continued ) the funded status of the group 2019s allocation of defined benefit plans , excluding the retirement plan , reconciles with amounts recognized in the 1998 statements of assets and liabilities and interdivision account as follows ( in thousands ) : actuarial present value at september 30 , 1998 2014 .

the weighted average discount rate used in determining the actuarial present value of the benefit obligations was 7.00% ( 7.00 % ) for the year ended december 31 , 1998 .
the weighted average expected long-term rate of return on plan assets was 10% ( 10 % ) for 1998 .
middle management employees participate in a variety of incentive compensation plans .
these plans provide for incentive payments based on the achievement of certain targeted operating results and other specific business goals .

the targeted operating results are determined each year by senior management of packaging .
the amounts charged to expense for these plans were $ 1599000 for the period ended april 11 , 1999 .
in june , 1992 , tenneco initiated an employee stock purchase plan ( 2018 2018espp 2019 2019 ) .
the plan allows u.s .
and canadian employees of the group to purchase tenneco inc .
common stock through payroll deductions at a 15% ( 15 % ) discount .

each year , an employee in the plan may purchase shares with a discounted value not to exceed $ 21250 .
the weighted average fair value of the employee purchase right , which was estimated using the black-scholes option pricing model and the assumptions described below except that the average life of each purchase right was assumed to be 90 days , was $ 6.31 for the period ended december 31 , 1998 .
the espp was terminated as of september 30 , 1996 .

tenneco adopted a new employee stock purchase plan effective april 1 , 1997 .
under the respective espps , tenneco sold 36883 shares to group employees for the period ended april 11 , 1999 .
in december , 1996 , tenneco adopted the 1996 stock ownership plan , which permits the granting of a variety of awards , including common stock , restricted stock , performance units , stock appreciation rights , and stock options to officers and employees of tenneco .

tenneco can issue up to 17000000 shares of common stock under this plan , which will terminate december 31 , 2001 .
the april 11 , 1999 , fair market value of the options granted was calculated using tenneco 2019s stock price at the grant date and multiplying the amount by the historical percentage of past black-scholes pricing values fair value ( approximately 25% ( 25 % ) ) .

the fair value of each stock option issued by tenneco to the group in prior periods was estimated on the date of grant using the black-sholes option pricing model using the following ranges of weighted average assumptions for grants during the past three

 |
| table | vested benefit obligation                      | $ -98512 ( 98512 )
---------------------------------------------- | --------------------
accumulated benefit obligation                 | -108716 ( 108716 )
projected benefit obligation                   | $ -108716 ( 108716 )
plan assets at fair value at september 30 1998 | 146579
unrecognized transition liability              | -1092 ( 1092 )
unrecognized net gain                          | -14623 ( 14623 )
unrecognized prior service cost                | 13455
prepaid pension cost at december 31 1998       | $ 35603 |


| _id | dd4c2c872 |
| title |  |
| text | table of contents the following table discloses purchases of shares of our common stock made by us or on our behalf during the fourth quarter of 2015 .
period total number of shares purchased average price paid per share total number of shares not purchased as part of publicly announced plans or programs ( a ) total number of shares purchased as part of publicly announced plans or programs approximate dollar value of shares that may yet be purchased under the plans or programs ( b ) .

( a ) the shares reported in this column represent purchases settled in the fourth quarter of 2015 relating to ( i ) our purchases of shares in open-market transactions to meet our obligations under stock-based compensation plans , and ( ii ) our purchases of shares from our employees and non-employee directors in connection with the exercise of stock options , the vesting of restricted stock , and other stock compensation transactions in accordance with the terms of our stock-based compensation plans .

( b ) on july 13 , 2015 , we announced that our board of directors approved our purchase of $ 2.5 billion of our outstanding common stock ( with no expiration date ) , which was in addition to the remaining amount available under our $ 3 billion program previously authorized .
during the third quarter of 2015 , we completed our purchases under the $ 3 billion program .
as of december 31 , 2015 , we had $ 1.3 billion remaining available for purchase under the $ 2.5 billion program.

 |
| table | period        | total numberof sharespurchased | averageprice paidper share | total number ofshares notpurchased as part ofpublicly announcedplans or programs ( a ) | total number ofshares purchased aspart of publiclyannounced plans orprograms | approximate dollarvalue of shares thatmay yet be purchasedunder the plans orprograms ( b )
------------- | ------------------------------ | -------------------------- | -------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------
october 2015  | 1658771                        | $ 62.12                    | 842059                                                                                | 816712                                                                       | $ 2.0 billion
november 2015 | 2412467                        | $ 71.08                    | 212878                                                                                | 2199589                                                                      | $ 1.8 billion
december 2015 | 7008414                        | $ 70.31                    | 980                                                                                | 7007434                                                                      | $ 1.3 billion
total         | 11079652                       | $ 69.25                    | 1055917                                                                                | 10023735                                                                     | $ 1.3 billion |


| _id | dd4bc29d6 |
| title |  |
| text | part iii item 10 .
directors , and executive officers and corporate governance .
pursuant to section 406 of the sarbanes-oxley act of 2002 , we have adopted a code of ethics for senior financial officers that applies to our principal executive officer and principal financial officer , principal accounting officer and controller , and other persons performing similar functions .
our code of ethics for senior financial officers is publicly available on our website at www.hologic.com .

we intend to satisfy the disclosure requirement under item 5.05 of current report on form 8-k regarding an amendment to , or waiver from , a provision of this code by posting such information on our website , at the address specified above .
the additional information required by this item is incorporated by reference to our definitive proxy statement for our annual meeting of stockholders to be filed with the securities and exchange commission within 120 days after the close of our fiscal year .
item 11 .

item 11 .
executive compensation .
the information required by this item is incorporated by reference to our definitive proxy statement for our annual meeting of stockholders to be filed with the securities and exchange commission within 120 days after the close of our fiscal year .
item 12 .
security ownership of certain beneficial owners and management and related stockholder matters .

we maintain a number of equity compensation plans for employees , officers , directors and others whose efforts contribute to our success .
the table below sets forth certain information as of the end of our fiscal year ended september 27 , 2008 regarding the shares of our common stock available for grant or granted under stock option plans and equity incentives that ( i ) were approved by our stockholders , and ( ii ) were not approved by our stockholders .

the number of securities and the exercise price of the outstanding securities have been adjusted to reflect our two-for-one stock splits effected on november 30 , 2005 and april 2 , 2008 .

equity compensation plan information plan category number of securities to be issued upon exercise of outstanding options , warrants and rights weighted-average exercise price of outstanding options , warrants and rights number of securities remaining available for future issuance under equity compensation plans ( excluding securities reflected in column ( a ) ) equity compensation plans approved by security holders .
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15370814 $ 16.10 19977099 equity compensation plans not approved by security holders ( 1 ) .
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582881 $ 3.79 2014 .

( 1 ) includes the following plans : 1997 employee equity incentive plan and 2000 acquisition equity incentive plan .
a description of each of these plans is as follows : 1997 employee equity incentive plan .

the purposes of the 1997 employee equity incentive plan ( the 201c1997 plan 201d ) , adopted by the board of directors in may 1997 , are to attract and retain key employees , consultants and advisors , to provide an incentive for them to assist us in achieving long-range performance goals , and to enable such person to participate in our long-term growth .
in general , under the 1997 plan , all employees

 |
| table | plan category                                                    | number of securities to be issued upon exercise of outstanding options warrants and rights ( a ) | weighted-average exercise price of outstanding options warrants and rights ( b ) | number of securities remaining available for future issuance under equity compensation plans ( excluding securities reflected in column ( a ) ) ( c )
---------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------
equity compensation plans approved by security holders           | 15370814                                                                                | $ 16.10                                                                          | 19977099
equity compensation plans not approved by security holders ( 1 ) | 582881                                                                                | $ 3.79                                                                           | 2014
total                                                            | 15953695                                                                                | $ 15.65                                                                          | 19977099 |