| _id | dd4c001dc |
| title |  |
| text | location approximate size ( sq .
ft. ) segment majority owned or leased .

generally , our manufacturing facilities are adequate to meet our existing in-house production needs .
we continue to invest in our plant sites to maintain viable operations and to add capacity as necessary to meet business imperatives .
most of our manufacturing plants also serve as distribution centers .

in addition , we operate distribution centers around the world , most of which are leased , and utilize third party logistics service providers to facilitate the distribution of our products and services .
at year end 2016 ecolab 2019s corporate headquarters was comprised of three adjacent multi-storied buildings located in downtown st .
paul , minnesota .
the main 19-story building was constructed to our specifications and is leased through june 30 , 2018 .
the second building is leased through 2019 .

the second building is leased through 2019 .
the company intends to vacate the current leased buildings in 2018 .
the third building is owned .
ecolab acquired the 17-story north tower from the travelers indemnity company in downtown st .
paul , minnesota on august 4 , 2015 .
this building became the corporate headquarters in 2017 .
a 90 acre campus in eagan , minnesota is owned and provides for future growth .

the eagan facility houses a significant research and development center , a data center and training facilities as well as several of our administrative functions .
we also have a significant business presence in naperville , illinois , where our water and paper operating segment maintain their principal administrative offices and research center .

as discussed in part ii , item 8 , note 6 , 201cdebt and interest 201d of this form 10-k , the company acquired the beneficial interest in the trust owning these facilities during 2015 .
our energy operating segment maintains administrative and research facilities in sugar land , texas and additional research facilities in fresno , texas .

in december 2013 , we announced the construction of a new 133000 square-foot headquarters building adjacent to the existing sugar land operations which was completed in early 2016 and renovation of the existing 45000 square-foot research facilities in sugar land .

significant regional administrative and/or research facilities are located in leiden , netherlands , campinas , brazil , and pune , india , which we own , and in monheim , germany , singapore , shanghai , china , and zurich , switzerland , which we lease .
we also have a network of small leased sales offices in the united states and , to a lesser extent , in other parts of the world .
item 3 .
legal proceedings .

item 3 .
legal proceedings .
discussion of legal proceedings is incorporated by reference from part ii , item 8 , note 15 , 201ccommitments and contingencies , 201d of this form 10-k and should be considered an integral part of part i , item 3 , 201clegal proceedings . 201d other environmental-related legal proceedings are discussed at part i , item 1 ( c ) above , under the heading 201cenvironmental and regulatory considerations 201d and is incorporated herein by reference .
item 4 .

item 4 .
mine safety disclosures .
not applicable.

 |
| table | location               | approximatesize ( sq . ft. ) | segment                                | majorityowned orleased
---------------------- | ---------------------------- | -------------------------------------- | ----------------------
hamilton new zealand   | 96000                        | global institutional global industrial | owned
calgary alberta canada | 94000                        | global energy                          | owned
kwinana australia      | 87000                        | global institutional global industrial | owned
revesby australia      | 87000                        | global institutional global industrial | owned
yangsan korea          | 85000                        | global energy global industrial        | owned
cisterna italy         | 80000                        | global industrial                      | owned
rovigo italy           | 77000                        | global institutional                   | owned
cuautitlan mexico      | 76000                        | global institutional global industrial | owned
barueri brazil         | 75000                        | global institutional global industrial | leased
mullingar ireland      | 74000                        | global institutional global industrial | leased
mosta malta            | 73000                        | global institutional                   | leased |


| _id | dd4b9c33a |
| title |  |
| text | part ii item 5 : market for registrant 2019s common equity , related stockholder matters and issuer purchases of equity securities motorola 2019s common stock is listed on the new york and chicago stock exchanges .
the number of stockholders of record of motorola common stock on january 31 , 2008 was 79907 .

information regarding securities authorized for issuance under equity compensation plans is incorporated by reference to the information under the caption 201cequity compensation plan information 201d of motorola 2019s proxy statement for the 2008 annual meeting of stockholders .

the remainder of the response to this item incorporates by reference note 16 , 201cquarterly and other financial data ( unaudited ) 201d of the notes to consolidated financial statements appearing under 201citem 8 : financial statements and supplementary data 201d .
the following table provides information with respect to acquisitions by the company of shares of its common stock during the quarter ended december 31 , 2007 .

issuer purchases of equity securities period ( a ) total number of shares purchased ( 1 ) ( 2 ) ( b ) average price paid per share ( 1 ) ( 3 ) ( c ) total number of shares purchased as part of publicly announced plans or programs ( 2 ) ( d ) maximum number ( or approximate dollar value ) of shares that may yet be purchased under the plans or programs ( 2 ) .

( 1 ) in addition to purchases under the 2006 stock repurchase program ( as defined below ) , included in this column are transactions under the company 2019s equity compensation plans involving the delivery to the company of 12043 shares of motorola common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock granted to company employees .

( 2 ) through actions taken on july 24 , 2006 and march 21 , 2007 , the board of directors has authorized the company to repurchase an aggregate amount of up to $ 7.5 billion of its outstanding shares of common stock over a period ending in june 2009 , subject to market conditions ( the 201c2006 stock repurchase program 201d ) .
( 3 ) average price paid per share of common stock repurchased under the 2006 stock repurchase program is execution price , excluding commissions paid to brokers.

 |
| table | period               | ( a ) total number of shares purchased ( 1 ) ( 2 ) | ( b ) average price paid per share ( 1 ) ( 3 ) | ( c ) total number of shares purchased as part of publicly announced plans or programs ( 2 ) | ( d ) maximum number ( or approximate dollar value ) of shares that may yet be purchased under the plans or programs ( 2 )
-------------------- | -------------------------------------------------- | ---------------------------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
9/30/07 to 10/26/07  | 2972951                                            | $ 18.84                                        | 2964225                                                                                | $ 4267375081
10/27/07 to 11/23/07 | 5709917                                            | $ 17.23                                        | 5706600                                                                                | $ 4169061854
11/24/07 to 12/31/07 | 25064045                                           | $ 16.04                                        | 25064045                                                                                | $ 3767061887
total                | 33746913                                           | $ 16.49                                        | 33734870                                                                                | |


| _id | dd4c194a2 |
| title |  |
| text | table of contents the company receives a foreign tax credit ( 201cftc 201d ) against its u.s .
tax liability for foreign taxes paid by the company including payments from its separate account assets .
the separate account ftc is estimated for the current year using information from the most recent filed return , adjusted for the change in the allocation of separate account investments to the international equity markets during the current year .

the actual current year ftc can vary from the estimates due to actual ftcs passed through by the mutual funds .
the company recorded benefits of $ 16 , $ 11 and $ 17 related to separate account ftc in the years ended december 31 , 2008 , december 31 , 2007 and december 31 , 2006 , respectively .
these amounts included benefits related to true- ups of prior years 2019 tax returns of $ 4 , $ 0 and $ 7 in 2008 , 2007 and 2006 respectively .

the company 2019s unrecognized tax benefits increased by $ 15 during 2008 as a result of tax positions taken on the company 2019s 2007 tax return and expected to be taken on its 2008 tax return , bringing the total unrecognized tax benefits to $ 91 as of december 31 , 2008 .
this entire amount , if it were recognized , would affect the effective tax rate .

earnings ( losses ) per common share the following table represents earnings per common share data for the past three years : for additional information on earnings ( losses ) per common share see note 2 of notes to consolidated financial statements .
outlooks the hartford provides projections and other forward-looking information in the 201coutlook 201d sections within md&a .

the 201coutlook 201d sections contain many forward-looking statements , particularly relating to the company 2019s future financial performance .
these forward-looking statements are estimates based on information currently available to the company , are made pursuant to the safe harbor provisions of the private securities litigation reform act of 1995 and are subject to the precautionary statements set forth in the introduction to md&a above .

actual results are likely to differ , and in the past have differed , materially from those forecast by the company , depending on the outcome of various factors , including , but not limited to , those set forth in each 201coutlook 201d section and in item 1a , risk factors .
outlook during 2008 , the company has been negatively impacted by conditions in the global financial markets and economic conditions in general .

as these conditions persist in 2009 , the company would anticipate that it would continue to be negatively impacted , including the effect of rating downgrades that have occurred and those that could occur in the future .
see risk factors in item 1a .
retail in the long-term , management continues to believe the market for retirement products will expand as individuals increasingly save and plan for retirement .

demographic trends suggest that as the 201cbaby boom 201d generation matures , a significant portion of the united states population will allocate a greater percentage of their disposable incomes to saving for their retirement years due to uncertainty surrounding the social security system and increases in average life expectancy .
near-term , the industry and the company are experiencing lower variable annuity sales as a result of recent market turbulence and uncertainty in the u.s .
financial system .

financial system .
current market pressures are also increasing the expected claim costs , the cost and volatility of hedging programs , and the level of capital needed to support living benefit guarantees .
some companies have already begun to increase the price of their guaranteed living benefits and change the level of guarantees offered .

in 2009 , the company intends to adjust pricing levels and take certain actions to reduce the risks in its variable annuity product features in order to address the risks and costs associated with variable annuity benefit features in the current economic environment and explore other risk limiting techniques such as increased hedging or other reinsurance structures .

competitor reaction , including the extent of competitor risk limiting strategies , is difficult to predict and may result in a decline in retail 2019s market share .
significant declines in equity markets and increased equity market volatility are also likely to continue to impact the cost and effectiveness of our gmwb hedging program .
continued equity market volatility could result in material losses in our hedging program .

for more information on the gmwb hedging program , see the equity risk management section within capital markets risk management .
during periods of volatile equity markets , policyholders may allocate more of their variable account assets to the fixed account options and fixed annuities may see increased deposits .
in the fourth quarter of 2008 , the company has seen an increase in fixed .

weighted average common shares outstanding and dilutive potential common shares ( diluted ) 306.7 319.1 315.9

 |
| table | | 2008             | 2007   | 2006
------------------------------------------------------------------------------------------- | ---------------- | ------ | ------
basic earnings ( losses ) per share                                                         | $ -8.99 ( 8.99 ) | $ 9.32 | $ 8.89
diluted earnings ( losses ) per share                                                       | $ -8.99 ( 8.99 ) | $ 9.24 | $ 8.69
weighted average common shares outstanding ( basic )                                        | 306.7            | 316.3  | 308.8
weighted average common shares outstanding and dilutive potential common shares ( diluted ) | 306.7            | 319.1  | 315.9 |


| _id | dd4bc2f30 |
| title |  |
| text | notes to consolidated financial statements ( continued ) note 8 2014commitments and contingencies ( continued ) provide renewal options for terms of 3 to 7 additional years .
leases for retail space are for terms of 5 to 20 years , the majority of which are for 10 years , and often contain multi-year renewal options .

as of september 29 , 2007 , the company 2019s total future minimum lease payments under noncancelable operating leases were $ 1.4 billion , of which $ 1.1 billion related to leases for retail space .
rent expense under all operating leases , including both cancelable and noncancelable leases , was $ 151 million , $ 138 million , and $ 140 million in 2007 , 2006 , and 2005 , respectively .

future minimum lease payments under noncancelable operating leases having remaining terms in excess of one year as of september 29 , 2007 , are as follows ( in millions ) : fiscal years .

accrued warranty and indemnifications the company offers a basic limited parts and labor warranty on its hardware products .
the basic warranty period for hardware products is typically one year from the date of purchase by the end-user .
the company also offers a 90-day basic warranty for its service parts used to repair the company 2019s hardware products .

the company provides currently for the estimated cost that may be incurred under its basic limited product warranties at the time related revenue is recognized .

factors considered in determining appropriate accruals for product warranty obligations include the size of the installed base of products subject to warranty protection , historical and projected warranty claim rates , historical and projected cost-per-claim , and knowledge of specific product failures that are outside of the company 2019s typical experience .

the company assesses the adequacy of its preexisting warranty liabilities and adjusts the amounts as necessary based on actual experience and changes in future estimates .
for products accounted for under subscription accounting pursuant to sop no .
97-2 , the company recognizes warranty expense as incurred .
the company periodically provides updates to its applications and system software to maintain the software 2019s compliance with specifications .

the estimated cost to develop such updates is accounted for as warranty costs that are recognized at the time related software revenue is recognized .
factors considered in determining appropriate accruals related to such updates include the number of units delivered , the number of updates expected to occur , and the historical cost and estimated future cost of the resources necessary to develop these updates.

 |
| table | 2008                         | $ 155
---------------------------- | ------
2009                         | 172
2010                         | 173
2011                         | 160
2012                         | 148
thereafter                   | 617
total minimum lease payments | $ 1425 |


| _id | dd4c596a6 |
| title |  |
| text | humana inc .
notes to consolidated financial statements 2014 ( continued ) amortization expense for other intangible assets was approximately $ 75 million in 2017 , $ 77 million in 2016 , and $ 93 million in 2015 .
the following table presents our estimate of amortization expense for each of the five next succeeding fiscal years: .

 |
| table | | ( in millions )
--------------------------------- | ---------------
for the years ending december 31, |
2018                              | $ 64
2019                              | 54
2020                              | 52
2021                              | 19
2022                              | 16 |


| _id | dd4970f84 |
| title |  |
| text | note 6 : inventories we use the last-in , first-out ( lifo ) method for the majority of our inventories located in the continental u.s .
other inventories are valued by the first-in , first-out ( fifo ) method .
fifo cost approximates current replacement cost .
inventories measured using lifo must be valued at the lower of cost or market .
inventories measured using fifo must be valued at the lower of cost or net realizable value .
inventories at december 31 consisted of the following: .

inventories valued under the lifo method comprised $ 1.57 billion and $ 1.56 billion of total inventories at december 31 , 2018 and 2017 , respectively .
note 7 : financial instruments financial instruments that potentially subject us to credit risk consist principally of trade receivables and interest- bearing investments .
wholesale distributors of life-science products account for a substantial portion of our trade receivables ; collateral is generally not required .

we seek to mitigate the risk associated with this concentration through our ongoing credit-review procedures and insurance .
a large portion of our cash is held by a few major financial institutions .
we monitor our exposures with these institutions and do not expect any of these institutions to fail to meet their obligations .
major financial institutions represent the largest component of our investments in corporate debt securities .

in accordance with documented corporate risk-management policies , we monitor the amount of credit exposure to any one financial institution or corporate issuer .
we are exposed to credit-related losses in the event of nonperformance by counterparties to risk-management instruments but do not expect any counterparties to fail to meet their obligations given their high credit ratings .

we consider all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents .
the cost of these investments approximates fair value .

our equity investments are accounted for using three different methods depending on the type of equity investment : 2022 investments in companies over which we have significant influence but not a controlling interest are accounted for using the equity method , with our share of earnings or losses reported in other-net , ( income ) expense .

2022 for equity investments that do not have readily determinable fair values , we measure these investments at cost , less any impairment , plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer .
any change in recorded value is recorded in other-net , ( income ) expense .
2022 our public equity investments are measured and carried at fair value .

any change in fair value is recognized in other-net , ( income ) expense .
we review equity investments other than public equity investments for indications of impairment on a regular basis .
our derivative activities are initiated within the guidelines of documented corporate risk-management policies and are intended to offset losses and gains on the assets , liabilities , and transactions being hedged .
management reviews the correlation and effectiveness of our derivatives on a quarterly basis.

 |
| table | | 2018           | 2017
--------------------------------------- | -------------- | --------
finished products                       | $ 988.1        | $ 1211.4
work in process                         | 2628.2         | 2697.7
raw materials and supplies              | 506.5          | 488.8
total ( approximates replacement cost ) | 4122.8         | 4397.9
increase ( reduction ) to lifo cost     | -11.0 ( 11.0 ) | 60.4
inventories                             | $ 4111.8       | $ 4458.3 |


| _id | dd4b956fc |
| title |  |
| text | reduced administrative expense .
in connection with this project , we eliminated 749 positions .
we incurred $ 54.7 million of net expenses , most of which was cash .
we recorded $ 0.4 million of restructuring charges relating to this action in fiscal 2018 , restructuring charges were reduced by $ 0.4 million in fiscal 2017 , and we incurred $ 54.7 million of restructuring charges in fiscal 2016 .
this action was completed in fiscal 2018 .

this action was completed in fiscal 2018 .
in fiscal 2015 , we announced project century ( century ) which initially involved a review of our north american manufacturing and distribution network to streamline operations and identify potential capacity reductions .
in fiscal 2016 , we broadened the scope of century to identify opportunities to streamline our supply chain outside of north america .

as part of century , in the second quarter of fiscal 2016 , we approved a restructuring plan to close manufacturing facilities in our europe & australia segment supply chain located in berwick , united kingdom and east tamaki , new zealand .
these actions affected 287 positions and we incurred $ 31.8 million of net expenses related to these actions , of which $ 12 million was cash .

we recorded $ 1.8 million of restructuring charges relating to these actions in fiscal 2017 and $ 30.0 million in fiscal 2016 .
these actions were completed in fiscal 2017 .
as part of century , in the first quarter of fiscal 2016 , we approved a restructuring plan to close our west chicago , illinois cereal and dry dinner manufacturing plant in our north america retail segment supply chain .

this action affected 484 positions , and we incurred $ 109.3 million of net expenses relating to this action , of which $ 21 million was cash .
we recorded $ 6.9 million of restructuring charges relating to this action in fiscal 2018 , $ 23.2 million in fiscal 2017 and $ 79.2 million in fiscal 2016 .
this action was completed in fiscal 2018 .

this action was completed in fiscal 2018 .
as part of century , in the first quarter of fiscal 2016 , we approved a restructuring plan to close our joplin , missouri snacks plant in our north america retail segment supply chain .
this action affected 125 positions , and we incurred $ 8.0 million of net expenses relating to this action , of which less than $ 1 million was cash .

we recorded $ 1.4 million of restructuring charges relating to this action in fiscal 2018 , $ 0.3 million in fiscal 2017 , and $ 6.3 million in fiscal 2016 .
this action was completed in fiscal 2018 .
we paid cash related to restructuring initiatives of $ 53.6 million in fiscal 2018 , $ 107.8 million in fiscal 2017 , and $ 122.6 million in fiscal 2016 .

in addition to restructuring charges , we expect to incur approximately $ 130 million of project-related costs , which will be recorded in cost of sales , all of which will be cash .
we recorded project-related costs in cost of sales of $ 11.3 million in fiscal 2018 , $ 43.9 million in fiscal 2017 , and $ 57.5 million in fiscal 2016 .
we paid cash for project-related costs of $ 10.9 million in fiscal 2018 , $ 46.9 million in fiscal 2017 , and $ 54.5 million in fiscal 2016 .

we expect these activities to be completed in fiscal 2019 .
restructuring charges and project-related costs are classified in our consolidated statements of earnings as follows: .

 |
| table | in millions                                      | fiscal 2018 | fiscal 2017 | fiscal 2016
------------------------------------------------ | ----------- | ----------- | -----------
cost of sales                                    | $ 14.0      | $ 41.5      | $ 78.4
restructuring impairment and other exit costs    | 68.7        | 182.6       | 151.4
total restructuring charges                      | 82.7        | 224.1       | 229.8
project-related costs classified in cost ofsales | $ 11.3      | $ 43.9      | $ 57.5 |


| _id | dd4c2eb4a |
| title |  |
| text | 46 d e v o n e n e r g y a n n u a l r e p o r t 2 0 0 4 contents of gas produced , transportation availability and costs and demand for the various products derived from oil , natural gas and ngls .
substantially all of devon 2019s revenues are attributable to sales , processing and transportation of these three commodities .
consequently , our financial results and resources are highly influenced by price volatility .

estimates for devon 2019s future production of oil , natural gas and ngls are based on the assumption that market demand and prices will continue at levels that allow for profitable production of these products .
there can be no assurance of such stability .
most of our canadian production is subject to government royalties that fluctuate with prices .
thus , price fluctuations can affect reported production .

also , our international production is governed by payout agreements with the governments of the countries in which we operate .
if the payout under these agreements is attained earlier than projected , devon 2019s net production and proved reserves in such areas could be reduced .

estimates for our future processing and transport of oil , natural gas and ngls are based on the assumption that market demand and prices will continue at levels that allow for profitable processing and transport of these products .
there can be no assurance of such stability .
the production , transportation , processing and marketing of oil , natural gas and ngls are complex processes which are subject to disruption from many causes .

these causes include transportation and processing availability , mechanical failure , human error , meteorological events including , but not limited to , hurricanes , and numerous other factors .
the following forward-looking statements were prepared assuming demand , curtailment , producibility and general market conditions for devon 2019s oil , natural gas and ngls during 2005 will be substantially similar to those of 2004 , unless otherwise noted .

unless otherwise noted , all of the following dollar amounts are expressed in u.s .
dollars .
amounts related to canadian operations have been converted to u.s .
dollars using a projected average 2005 exchange rate of $ 0.82 u.s .
to $ 1.00 canadian .
the actual 2005 exchange rate may vary materially from this estimate .
such variations could have a material effect on the following estimates .

though we have completed several major property acquisitions and dispositions in recent years , these transactions are opportunity driven .
thus , the following forward-looking data excludes the financial and operating effects of potential property acquisitions or divestitures , except as discussed in 201cproperty acquisitions and divestitures , 201d during the year 2005 .

the timing and ultimate results of such acquisition and divestiture activity is difficult to predict , and may vary materially from that discussed in this report .

geographic reporting areas for 2005 the following estimates of production , average price differentials and capital expenditures are provided separately for each of the following geographic areas : 2022 the united states onshore ; 2022 the united states offshore , which encompasses all oil and gas properties in the gulf of mexico ; 2022 canada ; and 2022 international , which encompasses all oil and gas properties that lie outside of the united states and canada .

year 2005 potential operating items the estimates related to oil , gas and ngl production , operating costs and dd&a set forth in the following paragraphs are based on estimates for devon 2019s properties other than those that have been designated for possible sale ( see 201cproperty acquisitions and divestitures 201d ) .
therefore , the following estimates exclude the results of the potential sale properties for the entire year .

oil , gas and ngl production set forth in the following paragraphs are individual estimates of devon 2019s oil , gas and ngl production for 2005 .
on a combined basis , devon estimates its 2005 oil , gas and ngl production will total 217 mmboe .
of this total , approximately 92% ( 92 % ) is estimated to be produced from reserves classified as 201cproved 201d at december 31 , 2004 .
oil production we expect our oil production in 2005 to total 60 mmbbls .

of this total , approximately 95% ( 95 % ) is estimated to be produced from reserves classified as 201cproved 201d at december 31 , 2004 .
the expected production by area is as follows: .

oil prices 2013 fixed through various price swaps , devon has fixed the price it will receive in 2005 on a portion of its oil production .
the following table includes information on this fixed-price production by area .
where necessary , the prices have been adjusted for certain transportation costs that are netted against the prices recorded by devon.

 |
| table | | ( mmbbls )
---------------------- | ----------
united states onshore  | 12
united states offshore | 10
canada                 | 12
international          | 26 |


| _id | dd4be7b28 |
| title |  |
| text | d u k e r e a l t y c o r p o r a t i o n 2 8 2 0 0 2 a n n u a l r e p o r t notes to consolidated financial statements the company recognizes income on long-term construction contracts where the company serves as a general contractor on the percentage of completion method .

using this method , profits are recorded on the basis of the company 2019s estimates of the percentage of completion of individual contracts , commencing when progress reaches a point where experience is sufficient to estimate final results with reasonable accuracy .
that portion of the estimated earnings is accrued on the basis of the company 2019s estimates of the percentage of completion based on contract expenditures incurred and work performed .

property sales gains from sales of depreciated property are recognized in accordance with statement of financial accounting standards ( 201csfas 201d ) no .
66 , and are included in earnings from sales of land and depreciable property dispositions , net of impairment adjustment , in the statement of operations if identified as held for sale prior to adoption of sfas 144 and in discontinued operations if identified as held for sale after adoption of sfas 144 .

gains or losses from the sale of property which is considered held for sale in dclp are recognized in accordance with sfas 66 and are included in construction management and development activity income in the statement of operations .
net income per common share basic net income per common share is computed by dividing net income available for common shares by the weighted average number of common shares outstanding for the period .

diluted net income per share is computed by dividing the sum of net income available for common shares and minority interest in earnings of unitholders , by the sum of the weighted average number of common shares and units outstanding and dilutive potential common shares for the period .

the following table reconciles the components of basic and diluted net income per share ( in thousands ) : the series d convertible preferred stock and the series g convertible preferred limited partner units were anti-dilutive for the years ended december 31 , 2002 , 2001 and 2000 ; therefore , no conversion to common shares is included in weighted dilutive potential common shares .
in september 2002 , the company redeemed the series g convertible preferred units at their par value of $ 35.0 million .

a joint venture partner in one of the company 2019s unconsolidated companies has the option to convert a portion of its ownership to company common shares ( see discussion in investments in unconsolidated companies section ) .
the effect of the option on earnings per share was dilutive for the year ended december 31 , 2001 ; therefore , conversion to common shares is included in weighted dilutive potential common shares .

federal income taxes the company has elected to be taxed as a real estate investment trust ( 201creit 201d ) under the internal revenue code .
to qualify as a reit , the company must meet a number of organizational and operational requirements , including a requirement that it currently distribute at least 90% ( 90 % ) of its taxable income to its stockholders .
management intends to continue to adhere to these requirements and to maintain the company 2019s reit status .

as a reit , the company is entitled to a tax deduction for some or all of the dividends it pays to its shareholders .
accordingly , the company generally will not be subject to federal income taxes as long as it distributes an amount equal to or in excess of its taxable income currently to its stockholders .
a reit generally is subject to federal income taxes on any taxable income that is not currently distributed to its shareholders .

if the company fails to qualify as a reit in any taxable year , it will be subject to federal income taxes and may not be able to qualify as a reit for four subsequent taxable years .
reit qualification reduces , but does not eliminate , the amount of state and local taxes paid by the company .

in addition , the company 2019s financial statements include the operations of taxable corporate subsidiaries that are not entitled to a dividends paid deduction and are subject to corporate federal , state and local income taxes .
as a reit , the company may also be subject to certain federal excise taxes if it engages in certain types of transactions. .

 |
| table | | 2002     | 2001     | 2000
----------------------------------------------------------------------------------- | -------- | -------- | --------
basic net income available for common shares                                        | $ 161272 | $ 229967 | $ 212958
joint venture partner convertible ownership net income                              | 2014     | 3423     | 2014
minority interest in earnings of common unitholders                                 | 18568    | 32463    | 32071
diluted net income available for common shares and dilutive potential common shares | $ 179840 | $ 265853 | $ 245029
weighted average number of common shares outstanding                                | 133981   | 129660   | 126836
weighted average partnership units outstanding                                      | 15442    | 18301    | 19070
joint venture partner convertible ownership common share equivalents                | 2014     | 2092     | 2014
dilutive shares for stock-based compensation plans                                  | 1416     | 1657     | 1535
weighted average number of common shares and dilutive potential common shares       | 150839   | 151710   | 147441 |


| _id | dd4c53a80 |
| title |  |
| text | action commenced by the california attorney general , we are providing customers with greater transparency into the pricing of this product and other alternatives offered by us for addressing their foreign exchange requirements .

although we believe such disclosures will address customer interests for increased transparency , over time such action may result in pressure on our pricing of this product or result in clients electing other foreign exchange execution options , which would have an adverse impact on the revenue from , and profitability of , this product for us .

we may be exposed to customer claims , financial loss , reputational damage and regulatory scrutiny as a result of transacting purchases and redemptions relating to the unregistered cash collateral pools underlying our securities lending program at a net asset value of $ 1.00 per unit rather than a lower net asset value based upon market value of the underlying portfolios .

a portion of the cash collateral received by customers under our securities lending program is invested in cash collateral pools that we manage .
interests in these cash collateral pools are held by unaffiliated customers and by registered and unregistered investment funds that we manage .
our cash collateral pools that are money market funds registered under the investment company act of 1940 are required to maintain , and have maintained , a constant net asset value of $ 1.00 per unit .

the remainder of our cash collateral pools are collective investment funds that are not required to be registered under the investment company act .
these unregistered cash collateral pools seek , but are not required , to maintain , and transact purchases and redemptions at , a constant net asset value of $ 1.00 per unit .

our securities lending operations consist of two components ; a direct lending program for third-party investment managers and asset owners , the collateral pools for which we refer to as direct lending collateral pools ; and investment funds with a broad range of investment objectives that are managed by ssga and engage in securities lending , which we refer to as ssga lending funds .

the following table shows the aggregate net asset values of the unregistered direct lending collateral pools and the aggregate net asset value of the unregistered collateral pools underlying the ssga lending funds , in each case based on a constant net asset value of $ 1.00 per ( in billions ) december 31 , 2009 december 31 , 2008 december 31 , 2007 ( 1 ) .

( 1 ) certain of the ssga lending funds were participants in the direct lending collateral pools until october 2008 .
the direct lending collateral pool balances at december 31 , 2007 related to ssga lending funds have been included within the ssga lending fund balances and excluded from the direct lending collateral pool balances presented above.

 |
| table | ( in billions )                                | december 31 2009 | december 31 2008 | december 31 2007 ( 1 )
---------------------------------------------- | ---------------- | ---------------- | ----------------------
direct lending collateral pools                | $ 85             | $ 85             | $ 150
collateral pools underlying ssga lending funds | 24               | 31               | 44 |


| _id | dd4c14cea |
| title |  |
| text | act of 1933 , as amended , and section 1145 of the united states code .
no underwriters were engaged in connection with such issuances .
during the three months ended december 31 , 2008 , we issued an aggregate of 7173456 shares of our common stock upon conversion of $ 147.1 million principal amount of our 3.00% ( 3.00 % ) notes .
pursuant to the terms of the indenture , holders of the 3.00% ( 3.00 % ) notes receive 48.7805 shares of our common stock for every $ 1000 principal amount of notes converted .

in connection with the conversions , we paid such holders an aggregate of approximately $ 3.7 million , calculated based on the accrued and unpaid interest on the notes and the discounted value of the future interest payments on the notes .
all shares were issued in reliance on the exemption from registration set forth in section 3 ( a ) ( 9 ) of the securities act of 1933 , as amended .
no underwriters were engaged in connection with such issuances .

issuer purchases of equity securities during the three months ended december 31 , 2008 , we repurchased 2784221 shares of our common stock for an aggregate of $ 79.4 million , including commissions and fees , pursuant to our publicly announced stock repurchase program , as follows : period total number of shares purchased ( 1 ) average price paid per share 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

of shares that may yet be purchased under the plans or programs ( in millions ) .

( 1 ) repurchases made pursuant to the $ 1.5 billion stock repurchase program approved by our board of directors in february 2008 .
under this program , our management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements , and subject to market conditions and other factors .

to facilitate repurchases , we make purchases pursuant to a trading plan under rule 10b5-1 of the exchange act , which allows us to repurchase shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods .
this program may be discontinued at any time .

this program may be discontinued at any time .
as reflected in the above table , in the fourth quarter of 2008 , we significantly reduced purchases of common stock under our stock repurchase program based on the downturn in the economy and the disruptions in the financial and credit markets .
subsequent to december 31 , 2008 , we repurchased approximately 28000 shares of our common stock for an aggregate of $ 0.8 million , including commissions and fees , pursuant to this program .

we expect to continue to manage the pacing of the program in the future in response to general market conditions and other relevant factors.

 |
| table | period               | total number of shares purchased ( 1 ) | average price paid per share | 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 orprograms ( in millions )
-------------------- | -------------------------------------- | ---------------------------- | -------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
october 2008         | 1379180                                | $ 30.51                      | 1379180                                                                          | $ 1005.3
november 2008        | 1315800                                | $ 26.51                      | 1315800                                                                          | $ 970.4
december 2008        | 89241                                  | $ 27.32                      | 89241                                                                            | $ 967.9
total fourth quarter | 2784221                                | $ 28.53                      | 2784221                                                                          | $ 967.9 |


| _id | dd4bbe44e |
| title |  |
| text | fortron industries llc .
fortron is a leading global producer of pps , sold under the fortron ae brand , which is used in a wide variety of automotive and other applications , especially those requiring heat and/or chemical resistance .
fortron's facility is located in wilmington , north carolina .
this venture combines the sales , marketing , distribution , compounding and manufacturing expertise of celanese with the pps polymer technology expertise of kureha america inc .

cellulose derivatives strategic ventures .
our cellulose derivatives ventures generally fund their operations using operating cash flow and pay dividends based on each ventures' performance in the preceding year .
in 2014 , 2013 and 2012 , we received cash dividends of $ 115 million , $ 92 million and $ 83 million , respectively .

although our ownership interest in each of our cellulose derivatives ventures exceeds 20% ( 20 % ) , we account for these investments using the cost method of accounting because we determined that we cannot exercise significant influence over these entities due to local government investment in and influence over these entities , limitations on our involvement in the day-to-day operations and the present inability of the entities to provide timely financial information prepared in accordance with generally

information prepared in accordance with generally accepted accounting principles in the united states of america ( "us gaap" ) .

2022 other equity method investments infraservs .
we hold indirect ownership interests in several german infraserv groups that own and develop industrial parks and provide on-site general and administrative support to tenants .
our ownership interest in the equity investments in infraserv affiliates are as follows : as of december 31 , 2014 ( in percentages ) .

research and development our businesses are innovation-oriented and conduct research and development activities to develop new , and optimize existing , production technologies , as well as to develop commercially viable new products and applications .
research and development expense was $ 86 million , $ 85 million and $ 104 million for the years ended december 31 , 2014 , 2013 and 2012 , respectively .

we consider the amounts spent during each of the last three fiscal years on research and development activities to be sufficient to execute our current strategic initiatives .
intellectual property we attach importance to protecting our intellectual property , including safeguarding our confidential information and through our patents , trademarks and copyrights , in order to preserve our investment in research and development , manufacturing and marketing .

patents may cover processes , equipment , products , intermediate products and product uses .
we also seek to register trademarks as a means of protecting the brand names of our company and products .
patents .
in most industrial countries , patent protection exists for new substances and formulations , as well as for certain unique applications and production processes .
however , we do business in regions of the world where intellectual property protection may be limited and difficult to enforce .

confidential information .
we maintain stringent information security policies and procedures wherever we do business .
such information security policies and procedures include data encryption , controls over the disclosure and safekeeping of confidential information and trade secrets , as well as employee awareness training .
trademarks .

aoplus ae , aoplus ae2 , aoplus ae3 , ateva ae , avicor ae , britecoat ae , celanese ae , celanex ae , celcon ae , celfx 2122 , celstran ae , celvolit ae , clarifoil ae , duroset ae , ecovae ae , factor ae , fortron ae , gur ae , hostaform ae , impet ae , mowilith ae , nutrinova ae , qorus 2122 , riteflex ae , sunett ae , tcx 2122 , thermx ae , tufcor ae , vantage ae , vantageplus 2122 , vantage ae2 , vectra ae , vinamul ae , vitaldose ae , zenite ae and certain other branded products and services named in

other branded products and services named in this document are registered or reserved trademarks or service marks owned or licensed by celanese .

the foregoing is not intended to be an exhaustive or comprehensive list of all registered or reserved trademarks and service marks owned or licensed by celanese .
fortron ae is a registered trademark of fortron industries llc.

 |
| table | | as of december 31 2014 ( in percentages )
--------------------------------- | -----------------------------------------
infraserv gmbh & co . gendorf kg  | 39
infraserv gmbh & co . hoechst kg  | 32
infraserv gmbh & co . knapsack kg | 27 |


| _id | dd4b9ab8e |
| title |  |
| text | considered to be the primary beneficiary of either entity and have therefore deconsolidated both entities .
at december 31 , 2010 , we held a 36% ( 36 % ) interest in juniperus which is accounted for using the equity method of accounting .
our potential loss at december 31 , 2010 is limited to our investment of $ 73 million in juniperus , which is recorded in investments in the consolidated statements of financial position .

we have not provided any financing to juniperus other than previously contractually required amounts .
juniperus and jchl had combined assets and liabilities of $ 121 million and $ 22 million , respectively , at december 31 , 2008 .
for the year ended december 31 , 2009 , we recognized $ 36 million of pretax income from juniperus and jchl .
we recognized $ 16 million of after-tax income , after allocating the appropriate share of net income to the non-controlling interests .

we previously owned an 85% ( 85 % ) economic equity interest in globe re limited ( 2018 2018globe re 2019 2019 ) , a vie , which provided reinsurance coverage for a defined portfolio of property catastrophe reinsurance contracts underwritten by a third party for a limited period which ended june 1 , 2009 .
we consolidated globe re as we were deemed to be the primary beneficiary .

in connection with the winding up of its operations , globe re repaid its $ 100 million of short-term debt and our equity investment from available cash in 2009 .
we recognized $ 2 million of after-tax income from globe re in 2009 , taking into account the share of net income attributable to non-controlling interests .
globe re was fully liquidated in the third quarter of 2009 .

review by segment general we serve clients through the following segments : 2022 risk solutions ( formerly risk and insurance brokerage services ) acts as an advisor and insurance and reinsurance broker , helping clients manage their risks , via consultation , as well as negotiation and placement of insurance risk with insurance carriers through our global distribution network .

2022 hr solutions ( formerly consulting ) partners with organizations to solve their most complex benefits , talent and related financial challenges , and improve business performance by designing , implementing , communicating and administering a wide range of human capital , retirement , investment management , health care , compensation and talent management strategies .
risk solutions .

the demand for property and casualty insurance generally rises as the overall level of economic activity increases and generally falls as such activity decreases , affecting both the commissions and fees generated by our brokerage business .
the economic activity that impacts property and casualty insurance is described as exposure units , and is most closely correlated with employment levels , corporate revenue and asset values .

during 2010 we continued to see a 2018 2018soft market 2019 2019 , which began in 2007 , in our retail brokerage product line .
in a soft market , premium rates flatten or decrease , along with commission revenues , due to increased competition for market share among insurance carriers or increased underwriting capacity .
changes in premiums have a direct and potentially material impact on the insurance brokerage industry , as commission revenues are generally based on a percentage of the

 |
| table | years ended december 31, | 2010             | 2009             | 2008
------------------------ | ---------------- | ---------------- | ----------------
revenue                  | $ 6423           | $ 6305           | $ 6197
operating income         | 1194             | 900              | 846
operating margin         | 18.6% ( 18.6 % ) | 14.3% ( 14.3 % ) | 13.7% ( 13.7 % ) |


| _id | dd4ba6754 |
| title |  |
| text | the segment had operating earnings of $ 709 million in 2007 , compared to operating earnings of $ 787 million in 2006 .

the decrease in operating earnings was primarily due to a decrease in gross margin , driven by : ( i ) lower net sales of iden infrastructure equipment , and ( ii ) continued competitive pricing pressure in the market for gsm infrastructure equipment , partially offset by : ( i ) increased net sales of digital entertainment devices , and ( ii ) the reversal of reorganization of business accruals recorded in 2006 relating to employee severance which were no longer needed .

sg&a expenses increased primarily due to the expenses from recently acquired businesses , partially offset by savings from cost-reduction initiatives .
r&d expenditures decreased primarily due to savings from cost- reduction initiatives , partially offset by expenditures by recently acquired businesses and continued investment in digital entertainment devices and wimax .

as a percentage of net sales in 2007 as compared to 2006 , gross margin , sg&a expenses , r&d expenditures and operating margin all decreased .
in 2007 , sales to the segment 2019s top five customers represented approximately 43% ( 43 % ) of the segment 2019s net sales .
the segment 2019s backlog was $ 2.6 billion at december 31 , 2007 , compared to $ 3.2 billion at december 31 , 2006 .

in the home business , demand for the segment 2019s products depends primarily on the level of capital spending by broadband operators for constructing , rebuilding or upgrading their communications systems , and for offering advanced services .
during the second quarter of 2007 , the segment began shipping digital set-tops that support the federal communications commission ( 201cfcc 201d ) 2014 mandated separable security requirement .

fcc regulations mandating the separation of security functionality from set-tops went into effect on july 1 , 2007 .
as a result of these regulations , many cable service providers accelerated their purchases of set-tops in the first half of 2007 .
additionally , in 2007 , our digital video customers significantly increased their purchases of the segment 2019s products and services , primarily due to increased demand for digital entertainment devices , particularly hd/dvr devices .

during 2007 , the segment completed the acquisitions of : ( i ) netopia , inc. , a broadband equipment provider for dsl customers , which allows for phone , tv and fast internet connections , ( ii ) tut systems , inc. , a leading developer of edge routing and video encoders , ( iii ) modulus video , inc. , a provider of mpeg-4 advanced coding compression systems designed for delivery of high-value video content in ip set-top devices for the digital video , broadcast and satellite marketplaces , ( iv )

, broadcast and satellite marketplaces , ( iv ) terayon communication systems , inc. , a provider of real-time digital video networking applications to cable , satellite and telecommunication service providers worldwide , and ( v ) leapstone systems , inc. , a provider of intelligent multimedia service delivery and content management applications to networks operators .

these acquisitions enhance our ability to provide complete end-to-end systems for the delivery of advanced video , voice and data services .
in december 2007 , motorola completed the sale of ecc to emerson for $ 346 million in cash .

enterprise mobility solutions segment the enterprise mobility solutions segment designs , manufactures , sells , installs and services analog and digital two-way radio , voice and data communications products and systems for private networks , wireless broadband systems and end-to-end enterprise mobility solutions to a wide range of enterprise markets , including government and public safety agencies ( which , together with all sales to distributors of two-way communication products , are referred to as

communication products , are referred to as the 201cgovernment and public safety market 201d ) , as well as retail , energy and utilities , transportation , manufacturing , healthcare and other commercial customers ( which , collectively , are referred to as the 201ccommercial enterprise market 201d ) .

in 2008 , the segment 2019s net sales represented 27% ( 27 % ) of the company 2019s consolidated net sales , compared to 21% ( 21 % ) in 2007 and 13% ( 13 % ) in 2006 .
( dollars in millions ) 2008 2007 2006 2008 20142007 2007 20142006 years ended december 31 percent change .

segment results 20142008 compared to 2007 in 2008 , the segment 2019s net sales increased 5% ( 5 % ) to $ 8.1 billion , compared to $ 7.7 billion in 2007 .
the 5% ( 5 % ) increase in net sales reflects an 8% ( 8 % ) increase in net sales to the government and public safety market , partially offset by a 2% ( 2 % ) decrease in net sales to the commercial enterprise market .

the increase in net sales to the government and public safety market was primarily driven by : ( i ) increased net sales outside of north america , and ( ii ) the net sales generated by vertex standard co. , ltd. , a business the company acquired a controlling interest of in january 2008 , partially offset by lower net sales in north america .
on a geographic basis , the segment 2019s net sales were higher in emea , asia and latin america and lower in north america .

65management 2019s discussion and analysis of financial condition and results of operations %%transmsg*** transmitting job : c49054 pcn : 068000000 ***%%pcmsg|65 |00024|yes|no|02/24/2009 12:31|0|0|page is valid , no graphics -- color : n|

 |
| table | ( dollars in millions ) | years ended december 31 2008 | years ended december 31 2007 | years ended december 31 2006 | years ended december 31 2008 20142007 | 2007 20142006
----------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ------------------------------------- | -------------
segment net sales       | $ 8093                       | $ 7729                       | $ 5400                       | 5% ( 5 % )                            | 43% ( 43 % )
operating earnings      | 1496                         | 1213                         | 958                          | 23% ( 23 % )                          | 27% ( 27 % ) |


| _id | dd4c5937c |
| title |  |
| text | page 22 of 100 in addition to worldview-3 , some of the segment 2019s other high-profile contracts include : the james webb space telescope , a successor to the hubble space telescope ; the joint polar satellite system , the next-generation satellite weather monitoring system ; the global precipitation measurement-microwave imager , which will play an essential role in the earth 2019s weather and environmental forecasting ; and a number of antennas and sensors for the joint strike fighter .

segment earnings in 2010 as compared to 2009 increased by $ 8.4 million due to favorable fixed-price program performance and higher sales , partially offset by the program reductions described above .
segment earnings in 2009 were down $ 14.8 million compared to 2008 , primarily attributable to the winding down of several large programs and overall reduced program activity .

on february 15 , 2008 , ball completed the sale of its shares in bsg to qinetiq pty ltd for approximately $ 10.5 million , including cash sold of $ 1.8 million .
the subsidiary provided services to the australian department of defense and related government agencies .
after an adjustment for working capital items , the sale resulted in a pretax gain of $ 7.1 million .
sales to the u.s .

sales to the u.s .
government , either directly as a prime contractor or indirectly as a subcontractor , represented 96 percent of segment sales in 2010 , 94 percent in 2009 and 91 percent in 2008 .
contracted backlog for the aerospace and technologies segment at december 31 , 2010 and 2009 , was $ 989 million and $ 518 million , respectively .
the increase in backlog is primarily due to the awards of the worldview-3 and joint polar satellite system ( jpss ) contracts .

comparisons of backlog are not necessarily indicative of the trend of future operations .
discontinued operations 2013 plastic packaging , americas in august 2010 , we completed the sale of our plastics packaging business and received gross proceeds of $ 280 million .
this amount included $ 15 million of contingent consideration recognized at closing but did not include preliminary closing adjustments totaling $ 18.5 million paid in the fourth quarter .

the sale of our plastics packaging business included five u.s .
plants that manufactured polyethylene terephthalate ( pet ) bottles and preforms and polypropylene bottles , as well as associated customer contracts and other related assets .
our plastics business employed approximately 1000 people and had sales of $ 635 million in 2009 .
the manufacturing plants were located in ames , iowa ; batavia , illinois ; bellevue , ohio ; chino , california ; and delran , new jersey .

the research and development operations were based in broomfield and westminster , colorado .
the following table summarizes the operating results for the discontinued operations for the years ended december 31: .

( a ) includes net charges recorded to reflect costs associated with the closure of plastics packaging manufacturing plants .
additional segment information for additional information regarding our segments , see the business segment information in note 2 accompanying the consolidated financial statements within item 8 of this report .
the charges recorded for business consolidation activities were based on estimates by ball management and were developed from information available at the time .

if actual outcomes vary from the estimates , the differences will be reflected in current period earnings in the consolidated statement of earnings and identified as business consolidation gains and losses .
additional details about our business consolidation activities and associated costs are provided in note 5 accompanying the consolidated financial statements within item 8 of this report.

 |
| table | ( $ in millions )                               | 2010             | 2009           | 2008
----------------------------------------------- | ---------------- | -------------- | ------------
net sales                                       | $ 318.5          | $ 634.9        | $ 735.4
earnings from operations                        | $ 3.5            | $ 19.6         | $ 18.2
gain on sale of business                        | 8.6              | 2212           | 2212
loss on asset impairment                        | -107.1 ( 107.1 ) | 2212           | 2212
loss on business consolidation activities ( a ) | -10.4 ( 10.4 )   | -23.1 ( 23.1 ) | -8.3 ( 8.3 )
gain on disposition                             | 2212             | 4.3            | 2212
tax benefit ( provision )                       | 30.5             | -3.0 ( 3.0 )   | -5.3 ( 5.3 )
discontinued operations net of tax              | $ -74.9 ( 74.9 ) | $ -2.2 ( 2.2 ) | $ 4.6 |


| _id | dd4c276ce |
| title |  |
| text | item 12 .
security ownership of certain beneficial owners and management and related stockholder matters .
the information required by item 12 is included under the heading 201csecurity ownership of management and certain beneficial owners 201d in the 2017 proxy statement , and that information is incorporated by reference in this form 10-k .

equity compensation plan information the following table provides information about our equity compensation plans that authorize the issuance of shares of lockheed martin common stock to employees and directors .
the information is provided as of december 31 , 2016 .

plan category number of securities to be issued 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 ( excluding securities reflected in column ( a ) ) equity compensation plans approved by security holders ( 1 ) 5802673 $ 85.82 6216471 equity compensation plans not approved by security holders ( 2 ) 1082347 2014 2481032 .

( 1 ) column ( a ) includes , as of december 31 , 2016 : 1747151 shares that have been granted as restricted stock units ( rsus ) , 936308 shares that could be earned pursuant to grants of performance stock units ( psus ) ( assuming the maximum number of psus are earned and payable at the end of the three-year performance period ) and 2967046 shares granted as options under the lockheed martin corporation 2011 incentive performance award plan ( 2011 ipa plan ) or predecessor plans prior to january 1 , 2013

) or predecessor plans prior to january 1 , 2013 and 23346 shares granted as options and 128822 stock units payable in stock or cash under the lockheed martin corporation 2009 directors equity plan ( directors equity plan ) or predecessor plans for members ( or former members ) of the board of directors .

column ( c ) includes , as of december 31 , 2016 , 5751655 shares available for future issuance under the 2011 ipa plan as options , stock appreciation rights ( sars ) , restricted stock awards ( rsas ) , rsus or psus and 464816 shares available for future issuance under the directors equity plan as stock options and stock units .

of the 5751655 shares available for grant under the 2011 ipa plan on december 31 , 2016 , 516653 and 236654 shares are issuable pursuant to grants made on january 26 , 2017 , of rsus and psus ( assuming the maximum number of psus are earned and payable at the end of the three-year performance period ) , respectively .
the weighted average price does not take into account shares issued pursuant to rsus or psus .

( 2 ) the shares represent annual incentive bonuses and long-term incentive performance ( ltip ) payments earned and voluntarily deferred by employees .
the deferred amounts are payable under the deferred management incentive compensation plan ( dmicp ) .
deferred amounts are credited as phantom stock units at the closing price of our stock on the date the deferral is effective .
amounts equal to our dividend are credited as stock units at the time we pay a dividend .

following termination of employment , a number of shares of stock equal to the number of stock units credited to the employee 2019s dmicp account are distributed to the employee .
there is no discount or value transfer on the stock distributed .
distributions may be made from newly issued shares or shares purchased on the open market .
historically , all distributions have come from shares held in a separate trust and , therefore , do not further dilute our common shares outstanding .

as a result , these shares also were not considered in calculating the total weighted average exercise price in the table .
because the dmicp shares are outstanding , they should be included in the denominator ( and not the numerator ) of a dilution calculation .
item 13 .
certain relationships and related transactions and director independence .

the information required by this item 13 is included under the captions 201ccorporate governance 2013 related person transaction policy , 201d 201ccorporate governance 2013 certain relationships and related person transactions of directors , executive officers , and 5 percent stockholders , 201d and 201ccorporate governance 2013 director independence 201d in the 2017 proxy statement , and that information is incorporated by reference in this form 10-k .
item 14 .
principal accountant fees and services .

principal accountant fees and services .
the information required by this item 14 is included under the caption 201cproposal 2 2013 ratification of appointment of independent auditors 201d in the 2017 proxy statement , and that information is incorporated by reference in this form 10-k.

 |
| table | plan category                                                   | number of securities to beissued upon exercise of outstanding options warrants and rights ( a ) | weighted-average exercise price of outstanding options warrants and rights ( b ) | number of securities remaining availablefor future issuance under equity compensation plans ( excluding securities reflected in column ( a ) ) ( c )
--------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
equity compensation plans approved by securityholders ( 1 )     | 5802673                                                                                | $ 85.82                                                                          | 6216471
equity compensation plans not approved bysecurity holders ( 2 ) | 1082347                                                                                | 2014                                                                             | 2481032
total                                                           | 6885020                                                                                | $ 85.82                                                                          | 8697503 |


| _id | dd49901cc |
| title |  |
| text | 28 2014 annual report performance graph the following chart presents a comparison for the five-year period ended june 30 , 2014 , of the market performance of the company 2019s common stock with the s & p 500 index and an index of peer companies selected by the company : comparison of 5 year cumulative total return among jack henry & associates , inc. , the s&p 500 index , and a peer group the following information depicts a line graph with the following values: .

this comparison assumes $ 100 was invested on june 30 , 2009 , and assumes reinvestments of dividends .
total returns are calculated according to market capitalization of peer group members at the beginning of each period .
peer companies selected are in the business of providing specialized computer software , hardware and related services to financial institutions and other businesses .

in fiscal 2014 , we changed our peer group of companies used for this analysis to maintain alignment with peer companies selected by our compensation committee for use in determining compensation for executive management .

companies in the new peer group are aci worldwide , inc. , bottomline technology , inc. , broadridge financial solutions , cardtronics , inc. , convergys corp. , corelogic , inc. , dst systems , inc. , euronet worldwide , inc. , fair isaac corp. , fidelity national information services , inc. , fiserv , inc. , global payments , inc. , heartland payment systems , inc. , micros systems , inc. , moneygram international , inc. , ss&c technologies holdings , inc. , total systems services , inc. , tyler

, inc. , total systems services , inc. , tyler technologies , inc. , verifone systems , inc. , and wex , inc. .

companies in the old peer group are aci worldwide , inc. , bottomline technology , inc. , cerner corp. , dst systems , inc. , euronet worldwide , inc. , fair isaac corp. , fidelity national information services , inc. , fiserv , inc. , sei investments company , telecommunications systems , inc. , and tyler technologies corp.

 |
| table | | 2009   | 2010   | 2011   | 2012   | 2013   | 2014
-------------- | ------ | ------ | ------ | ------ | ------ | ------
jkhy           | 100.00 | 116.85 | 148.92 | 173.67 | 240.25 | 307.57
old peer group | 100.00 | 112.45 | 150.77 | 176.12 | 220.42 | 275.73
new peer group | 100.00 | 115.50 | 159.31 | 171.86 | 198.72 | 273.95
s & p 500      | 100.00 | 114.43 | 149.55 | 157.70 | 190.18 | 236.98 |


| _id | dd4ba96ca |
| title |  |
| text | amount of unrecognized tax benefit related to permanent differences because a portion of those unrecognized benefits relate to state tax matters .
it is reasonably possible that the liability for uncertain tax positions could increase or decrease in the next twelve months due to completion of tax authorities 2019 exams or the expiration of statutes of limitations .
management estimates that the liability for uncertain tax positions could decrease by $ 5 million within the next twelve months .

the consolidated federal income tax returns of the pnc financial services group , inc .
and subsidiaries through 2003 have been audited by the internal revenue service and we have resolved all disputed matters through the irs appeals division .
the internal revenue service is currently examining the 2004 through 2006 consolidated federal income tax returns of the pnc financial services group , inc .
and subsidiaries .

and subsidiaries .
the consolidated federal income tax returns of national city corporation and subsidiaries through 2004 have been audited by the internal revenue service and we have reached agreement in principle on resolution of all disputed matters through the irs appeals division .
however , because the agreement is still subject to execution of a closing agreement we have not treated it as effectively settled .

the internal revenue service is currently examining the 2005 through 2007 consolidated federal income tax returns of national city corporation and subsidiaries , and we expect the 2008 federal income tax return to begin being audited as soon as it is filed .
new york , new jersey , maryland and new york city are principally where we were subject to state and local income tax prior to our acquisition of national city .

the state of new york is currently in the process of closing the 2002 to 2004 audit and will begin auditing the years 2005 and 2006 .
new york city is currently auditing 2004 and 2005 .
however , years 2002 and 2003 remain subject to examination by new york city pending completion of the new york state audit .
through 2006 , blackrock is included in our new york and new york city combined tax filings and constituted most of the tax liability .

years subsequent to 2004 remain subject to examination by new jersey and years subsequent to 2005 remain subject to examination by maryland .
national city was principally subject to state and local income tax in california , florida , illinois , indiana , and missouri .
audits currently in process for these states include : california ( 2003-2004 ) , illinois ( 2004-2006 ) and missouri ( 2003-2005 ) .
we will now also be principally subject to tax in those states .

in the ordinary course of business we are routinely subject to audit by the taxing authorities of these states and at any given time a number of audits will be in process .
our policy is to classify interest and penalties associated with income taxes as income taxes .
at january 1 , 2008 , we had accrued $ 91 million of interest related to tax positions , most of which related to our cross-border leasing transactions .
the total accrued interest and penalties at december 31 , 2008 was $ 164 million .

while the leasing related interest decreased with a payment to the irs , the $ 73 million net increase primarily resulted from our acquisition of national city .
note 22 summarized financial information of blackrock as required by sec regulation s-x , summarized consolidated financial information of blackrock follows ( in millions ) . .

note 23 regulatory matters we are subject to the regulations of certain federal and state agencies and undergo periodic examinations by such regulatory authorities .
the access to and cost of funding new business initiatives including acquisitions , the ability to pay dividends , the level of deposit insurance costs , and the level and nature of regulatory oversight depend , in large part , on a financial institution 2019s capital strength .

the minimum us regulatory capital ratios are 4% ( 4 % ) for tier 1 risk-based , 8% ( 8 % ) for total risk- based and 4% ( 4 % ) for leverage .
however , regulators may require higher capital levels when particular circumstances warrant .
to qualify as 201cwell capitalized , 201d regulators require banks to maintain capital ratios of at least 6% ( 6 % ) for tier 1 risk-based , 10% ( 10 % ) for total risk-based and 5% ( 5 % ) for leverage .

at december 31 , 2008 and december 31 , 2007 , each of our domestic bank subsidiaries met the 201cwell capitalized 201d capital ratio requirements.

 |
| table | december 31                                                             | 2008         | 2007
----------------------------------------------------------------------- | ------------ | -------
total assets                                                            | $ 19924      | $ 22561
total liabilities                                                       | $ 7367       | $ 10387
non-controlling interest                                                | 491          | 578
stockholders 2019 equity                                                | 12066        | 11596
total liabilities non-controlling interest and stockholders 2019 equity | $ 19924      | $ 22561
year ended december 31                                                  | 2008         | 2007
total revenue                                                           | $ 5064       | $ 4845
total expenses                                                          | 3471         | 3551
operating income                                                        | 1593         | 1294
non-operating income ( expense )                                        | -574 ( 574 ) | 529
income before income taxes and non-controlling interest                 | 1019         | 1823
income taxes                                                            | 388          | 464
non-controlling interest                                                | -155 ( 155 ) | 364
net income                                                              | $ 786        | $ 995 |


| _id | dd4bb6e6a |
| title |  |
| text | vornado realty trust notes to consolidated financial statements ( continued ) 10 .
redeemable noncontrolling interests - continued redeemable noncontrolling interests on our consolidated balance sheets are recorded at the greater of their carrying amount or redemption value at the end of each reporting period .
changes in the value from period to period are charged to 201cadditional capital 201d in our consolidated statements of changes in equity .

below is a table summarizing the activity of redeemable noncontrolling interests .
( amounts in thousands ) .

redeemable noncontrolling interests exclude our series g convertible preferred units and series d-13 cumulative redeemable preferred units , as they are accounted for as liabilities in accordance with asc 480 , distinguishing liabilities and equity , because of their possible settlement by issuing a variable number of vornado common shares .

accordingly , the fair value of these units is included as a component of 201cother liabilities 201d on our consolidated balance sheets and aggregated $ 54865000 and $ 55097000 as of december 31 , 2011 and 2010 , respectively.

 |
| table | balance at december 31 2009                                        | $ 1251628
------------------------------------------------------------------ | ------------------
net income                                                         | 55228
distributions                                                      | -53515 ( 53515 )
conversion of class a units into common shares at redemption value | -126764 ( 126764 )
adjustment to carry redeemable class a units at redemption value   | 191826
redemption of series d-12 redeemable units                         | -13000 ( 13000 )
other net                                                          | 22571
balance at december 31 2010                                        | 1327974
net income                                                         | 55912
distributions                                                      | -50865 ( 50865 )
conversion of class a units into common shares at redemption value | -64830 ( 64830 )
adjustment to carry redeemable class a units at redemption value   | -98092 ( 98092 )
redemption of series d-11 redeemable units                         | -28000 ( 28000 )
other net                                                          | 18578
balance at december 31 2011                                        | $ 1160677 |


| _id | dd4bd3d9e |
| title |  |
| text | notes to consolidated financial statements 2014 ( continued ) ( amounts in millions , except per share amounts ) litigation settlement 2014 during may 2008 , the sec concluded its investigation that began in 2002 into our financial reporting practices , resulting in a settlement charge of $ 12.0 .
investment impairments 2014 in 2007 we realized an other-than-temporary charge of $ 5.8 relating to a $ 12.5 investment in auction rate securities , representing our total investment in auction rate securities .

for additional information see note 15 .
note 6 : intangible assets goodwill goodwill is the excess purchase price remaining from an acquisition after an allocation of purchase price has been made to identifiable assets acquired and liabilities assumed based on estimated fair values .
the changes in the carrying value of goodwill by segment for the years ended december 31 , 2008 and 2007 are as follows: .

during the latter part of the fourth quarter of 2008 our stock price declined significantly after our annual impairment review as of october 1 , 2008 , and our market capitalization was less than our book value as of december 31 , 2008 .

we considered whether there were any events or circumstances indicative of a triggering event and determined that the decline in stock price during the fourth quarter was an event that would 201cmore likely than not 201d reduce the fair value of our individual reporting units below their book value , requiring us to perform an interim impairment test for goodwill at the reporting unit level .

based on the interim impairment test conducted , we concluded that there was no impairment of our goodwill as of december 31 , 2008 .
we will continue to monitor our stock price as it relates to the reconciliation of our market capitalization and the fair values of our individual reporting units throughout 2009 .

during our annual impairment reviews as of october 1 , 2006 our discounted future operating cash flow projections at one of our domestic advertising reporting units indicated that the implied fair value of the goodwill at this reporting unit was less than its book value , primarily due to client losses , resulting in a goodwill impairment charge of $ 27.2 in 2006 in our ian segment .

other intangible assets included in other intangible assets are assets with indefinite lives not subject to amortization and assets with definite lives subject to amortization .
other intangible assets include non-compete agreements , license costs , trade names and customer lists .
intangible assets with definitive lives subject to amortization are amortized on a

 |
| table | | ian              | cmg            | total
------------------------------------------------------- | ---------------- | -------------- | ----------------
balance as of december 31 2006                          | $ 2632.5         | $ 435.3        | $ 3067.8
current year acquisitions                               | 86.0             | 2014           | 86.0
contingent and deferred payments for prior acquisitions | 4.7              | 3.7            | 8.4
amounts allocated to business dispositions              | -5.7 ( 5.7 )     | 2014           | -5.7 ( 5.7 )
other ( primarily foreign currency translation )        | 72.2             | 2.9            | 75.1
balance as of december 31 2007                          | 2789.7           | 441.9          | 3231.6
current year acquisitions                               | 99.5             | 1.8            | 101.3
contingent and deferred payments for prior acquisitions | 28.9             | 1.1            | 30.0
amounts allocated to business dispositions              | -0.4 ( 0.4 )     | 2014           | -0.4 ( 0.4 )
other ( primarily foreign currency translation )        | -127.7 ( 127.7 ) | -13.9 ( 13.9 ) | -141.6 ( 141.6 )
balance as of december 31 2008                          | $ 2790.0         | $ 430.9        | $ 3220.9 |


| _id | dd4c4ba38 |
| title |  |
| text | n o t e s t o c o n s o l i d a t e d f i n a n c i a l s t a t e m e n t s ( continued ) ace limited and subsidiaries there are no statutory restrictions on the payment of dividends from retained earnings by any of the bermuda subsidiaries as the minimum statutory capital and surplus requirements are satisfied by the share capital and additional paid-in capital of each of the bermuda subsidiaries .
the company 2019s u.s .

the company 2019s u.s .
subsidiaries file financial statements prepared in accordance with statutory accounting practices prescribed or permitted by insurance regulators .
statutory accounting differs from gaap in the reporting of certain reinsurance contracts , investments , subsidiaries , acquis- ition expenses , fixed assets , deferred income taxes , and certain other items .
the statutory capital and surplus of the u.s .
subsidiaries met regulatory requirements for 2008 , 2007 , and 2006 .

the amount of dividends available to be paid in 2009 , without prior approval from the state insurance departments , totals $ 835 million .
the combined statutory capital and surplus and statutory net income of the bermuda and u.s .
subsidiaries as of and for the years ended december 31 , 2008 , 2007 , and 2006 , are as follows: .

as permitted by the restructuring discussed previously in note 7 , certain of the company 2019s u.s .
subsidiaries discount certain a&e liabilities , which increased statutory capital and surplus by approximately $ 211 million , $ 140 million , and $ 157 million as of december 31 , 2008 , 2007 , and 2006 , respectively .
the company 2019s international subsidiaries prepare statutory financial statements based on local laws and regulations .

some jurisdictions impose complex regulatory requirements on insurance companies while other jurisdictions impose fewer requirements .
in some countries , the company must obtain licenses issued by governmental authorities to conduct local insurance business .
these licenses may be subject to reserves and minimum capital and solvency tests .
jurisdictions may impose fines , censure , and/or criminal sanctions for violation of regulatory requirements .

other disclosures required by swiss law ( i ) expenses total personnel expenses amounted to $ 1.4 billion for the year ended december 31 , 2008 , and $ 1.1 billion for each of the years ended december 31 , 2007 and 2006 .
amortization expense related to tangible property amounted to $ 90 million , $ 77 million , and $ 64 million for the years ended december 31 , 2008 , 2007 , and 2006 , respectively .

( ii ) fire insurance values of property and equipment total fire insurance values of property and equipment amounted to $ 680 million and $ 464 million at december 31 , 2008 and 2007 , respectively .
( iii ) risk assessment and management the management of ace is responsible for assessing risks related to the financial reporting process and for establishing and maintaining adequate internal control over financial reporting .

internal control over financial reporting is a process designed by , or under the supervision of the chief executive officer and chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of ace 2019s consolidated financial statements for external purposes in accordance with gaap .

the board , operating through its audit committee composed entirely of directors who are not officers or employees of the company , provides oversight of the financial reporting process and safeguarding of assets against unauthorized acquisition , use , or disposition .
the audit committee meets with management , the independent registered public accountants and the internal auditor ; approves the overall scope of audit work and related fee arrangements ; and reviews audit reports and findings .

in addition , the independent registered public accountants and the internal auditor meet separately with the audit committee , without management representatives present , to discuss the results of their audits ; the adequacy of the company 2019s internal control ; the quality of its financial reporting ; and the safeguarding of assets against unauthorized acquisition , use , or dis- position .

ace 2019s management is responsible for assessing operational risks facing the company and sets policies designed to address such risks .
examples of key areas addressed by ace 2019s risk management processes follow.

 |
| table | ( in millions of u.s . dollars ) | bermuda subsidiaries 2008 | bermuda subsidiaries 2007 | bermuda subsidiaries 2006 | bermuda subsidiaries 2008 | bermuda subsidiaries 2007 | 2006
-------------------------------- | ------------------------- | ------------------------- | ------------------------- | ------------------------- | ------------------------- | ------
statutory capital and surplus    | $ 7001                    | $ 8579                    | $ 7605                    | $ 5337                    | $ 5321                    | $ 4431
statutory net income             | $ 684                     | $ 1535                    | $ 1527                    | $ 798                     | $ 873                     | $ 724 |


| _id | dd4c24e1a |
| title |  |
| text | issuer purchases of equity securities in january 2017 , our board of directors authorized the repurchase of shares of our common stock with a value of up to $ 525 million in the aggregate .
as of december 29 , 2018 , $ 175 million remained available under this authorization .
in february 2019 , our board of directors authorized the additional repurchase of shares of our common stock with a value of up to $ 500.0 million in the aggregate .

the actual timing and amount of repurchases are subject to business and market conditions , corporate and regulatory requirements , stock price , acquisition opportunities and other factors .

the following table presents repurchases made under our current authorization and shares surrendered by employees to satisfy income tax withholding obligations during the three months ended december 29 , 2018 : period total number of shares purchased ( 1 ) average price paid per share ( 2 ) total number of shares purchased as part of publicly announced plan or program maximum dollar value of shares authorized for repurchase under publicly announced plan or program ( 1 ) ( in millions ) september 30 , 2018

program ( 1 ) ( in millions ) september 30 , 2018 2013 november 3 , 2018 543900 $ 42.64 495543 $ 254 november 4 , 2018 2013 december 1 , 2018 650048 $ 44.49 623692 $ 226 december 2 , 2018 2013 december 29 , 2018 1327657 $ 42.61 1203690 $ 175 .

( 1 ) shares purchased that were not part of our publicly announced repurchase programs represent employee surrender of shares of restricted stock to satisfy employee income tax withholding obligations due upon vesting , and do not reduce the dollar value that may yet be purchased under our publicly announced repurchase programs .
( 2 ) the weighted average price paid per share of common stock does not include the cost of commissions.

 |
| table | period                                 | total numberof sharespurchased ( 1 ) | averageprice paidper share ( 2 ) | total number ofshares purchasedas part ofpublicly announcedplan or program | maximum dollarvalue of sharesauthorized for repurchase underpublicly announcedplan or program ( 1 ) ( in millions )
-------------------------------------- | ------------------------------------ | -------------------------------- | -------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------
september 30 2018 2013 november 3 2018 | 543900                               | $ 42.64                          | 495543                                                                     | $ 254
november 4 2018 2013 december 1 2018   | 650048                               | $ 44.49                          | 623692                                                                     | $ 226
december 2 2018 2013 december 29 2018  | 1327657                              | $ 42.61                          | 1203690                                                                    | $ 175
total                                  | 2521605                              | $ 43.10                          | 2322925                                                                    | |


| _id | dd4c5c3b0 |
| title |  |
| text | entergy corporation and subsidiaries management's financial discussion and analysis net revenue utility following is an analysis of the change in net revenue comparing 2011 to 2010 .
amount ( in millions ) .

the mark-to-market tax settlement sharing variance results from a regulatory charge because a portion of the benefits of a settlement with the irs related to the mark-to-market income tax treatment of power purchase contracts will be shared with customers , slightly offset by the amortization of a portion of that charge beginning in october 2011 .
see notes 3 and 8 to the financial statements for additional discussion of the settlement and benefit sharing .

the purchased power capacity variance is primarily due to price increases for ongoing purchased power capacity and additional capacity purchases .
the net wholesale revenue variance is primarily due to lower margins on co-owner contracts and higher wholesale energy costs .
the volume/weather variance is primarily due to an increase of 2061 gwh in weather-adjusted usage across all sectors .
weather-adjusted residential retail sales growth reflected an increase in the number of customers .

industrial sales growth has continued since the beginning of 2010 .
entergy 2019s service territory has benefited from the national manufacturing economy and exports , as well as industrial facility expansions .
increases have been offset to some extent by declines in the paper , wood products , and pipeline segments .
the increase was also partially offset by the effect of less favorable weather on residential sales .

the ano decommissioning trust variance is primarily related to the deferral of investment gains from the ano 1 and 2 decommissioning trust in 2010 in accordance with regulatory treatment .
the gains resulted in an increase in interest and investment income in 2010 and a corresponding increase in regulatory charges with no effect on net income .

the retail electric price variance is primarily due to : rate actions at entergy texas , including a base rate increase effective august 2010 and an additional increase beginning may 2011 ; a formula rate plan increase at entergy louisiana effective may 2011 ; and a base rate increase at entergy arkansas effective july 2010 .
these were partially offset by formula rate plan decreases at entergy new orleans effective october 2010 and october 2011 .

see note 2 to the financial statements for further discussion of these proceedings.

 |
| table | | amount ( in millions )
------------------------------------- | ----------------------
2010 net revenue                      | $ 5051
mark-to-market tax settlement sharing | -196 ( 196 )
purchased power capacity              | -21 ( 21 )
net wholesale revenue                 | -14 ( 14 )
volume/weather                        | 13
ano decommissioning trust             | 24
retail electric price                 | 49
other                                 | -2 ( 2 )
2011 net revenue                      | $ 4904 |