| _id | d1b31ae60 |
| title |  |
| text | 10. Debt
On March 31, 2017, the Company entered into a

On March 31, 2017, the Company entered into a $400.0 million syndicated credit facility (“Credit Agreement”) that extends to March 2022. Interest on the borrowings under the Credit Agreement accrue at variable rates, based upon LIBOR or a defined “Base Rate,” both determined based upon the rating of the Company’s senior unsecured long-term debt (the “Debt Rating”). The applicable margin to be added to LIBOR ranges from 1.00% to 1.75% (1.25% as of June 30, 2019), and for Base Rate-determined loans, from

2019), and for Base Rate-determined loans, from 0.00% to 0.75% (0.25% as of June 30, 2019). The Company also pays a quarterly commitment fee ranging from 0.125% to 0.400% (0.20% as of June 30, 2019), determined based upon the Debt Rating, of the unused portion of the $400.0 million commitment under the Credit Agreement. In addition, the Company must pay certain letter of credit fees, ranging from 1.00% to 1.75% (1.25% as of June 30, 2019), with respect to letters of credit issued under the Credit

to letters of credit issued under the Credit Agreement. The Company has the right to voluntarily prepay and re-borrow loans and to terminate or reduce the commitments under the facility. As of June 30, 2019, the Company had $6.0 million of issued letters of credit under the Credit Agreement and $19.7 million of short-term borrowings, with the balance of $374.3 million available to the Company. As of June 30, 2019, the borrowing rate for the Credit Agreement was 3.90%.

The Company is subject to certain financial and restrictive covenants under the Credit Agreement, which, among other things, require the maintenance of a minimum interest coverage ratio of 3.50 to 1.00. The interest coverage ratio is defined in the Credit Agreement as, for any period, the ratio of consolidated earnings before interest, taxes, depreciation and amortization and non-cash net pension expense (“EBITDA”) to consolidated interest expense for such period. The Credit Agreement also requires the

period. The Credit Agreement also requires the Company to maintain a debt to capital ratio of less than 55 percent. The debt to capital ratio is defined in the Credit Agreement as the ratio of consolidated indebtedness, as defined therein, to consolidated capitalization, as defined therein. As of June 30, 2019, the Company was in compliance with all of the covenants of the Credit Agreement.

Long-term debt outstanding as of June 30, 2019 and 2018 consisted of the following:
Aggregate maturities of long-term debt for the five years subsequent to June 30, 2019, are $0.0 million in fiscal years 2020, 2021, $250.0 million in 2022, $300.0 million in 2023 and $0.0 million in 2024.

For the years ended June 30, 2019, 2018 and 2017, interest costs totaled $31.1 million, $31.1 million and $31.1 million, respectively, of which $5.1 million, $2.8 million and $1.3 million, respectively, were capitalized as part of the cost of property, plant, equipment and software.

 |
| table | | June 30, |
----------------------------------------------------------------------------------------------------- | -------- | ------
($ in millions)                                                                                | 2019     | 2018
Senior unsecured notes, 5.20% due July 2021 (face value of $250.0 million at June 30, 2019 and 2018)  | $251.2   | $246.6
Senior unsecured notes, 4.45% due March 2023 (face value of $300.0 million at June 30, 2019 and 2018) | 299.4    | 299.1
Total                                                                                | 550.6    | 545.7
Less: amounts due within one year                                                                     | —        | —
Long-term debt, net of current portion                                                                | $550.6   | $545.7 |


| _id | d1a7324d6 |
| title |  |
| text | RESULTS FROM VESSEL OPERATIONS
During the year ended December 31, 2019, shipping revenues decreased by $10,616 or 2.9% compared to 2018. The decrease primarily resulted from three fewer vessels in operation during most of 2019 compared to 2018 and one less Government of Israel voyage in 2019 compared to 2018. This decrease was partially offset by the addition of two new vessels to our fleet at the beginning of the fourth quarter of 2019.

Reconciliations of TCE revenues, a non-GAAP measure, to shipping revenues as reported in the consolidated statements of operations follows:
Consistent with general practice in the shipping industry, we use TCE revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter.

TCE revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists management in decisions regarding the deployment and use of our vessels and in evaluating their financial performance.

 |
| table | | Years Ended December 31, |
-------------------------------- | ------------------------ | --------
                                 | 2019                     | 2018
Time charter equivalent revenues | $335,133                 | $326,707
Add: Voyage expenses             | 20,414                   | 39,456
Shipping revenues                | $355,547                 | $366,163 |


| _id | d1a721fa0 |
| title |  |
| text | 5. Receivables, net

The allowance for doubtful accounts includes all specific accounts receivable which we believe are likely not collectable based on known information. The reduction for the unpaid portion of deferred revenue represents future customer service or maintenance obligations which have been billed to customers, but remain unpaid as of the respective balance sheet dates. Deferred revenue on our consolidated balance sheets represents future customer service or maintenance obligations which have been billed and

obligations which have been billed and collected as of the respective balance sheet dates.

The note receivable represents the remaining outstanding balance of an original note related to the sale of a product line in 2005 in the amount of $540 thousand. This was fully reserved at the time of the sale as the note’s collectability was not assured. The note receivable is fully reserved at December 31, 2019 and 2018.

 |
| table | (In thousands)                              | December 31, |
------------------------------------------- | ------------ | ---------
                                            | 2019         | 2018
Gross accounts receivables                  | $ 21,193     | $ 14,135
Allowance for returns and doubtful accounts | (265 )       | (277 )
Unpaid portion of deferred revenue          | (10,847 )    | (10,670 )
Note receivable                             | 458          | 458
Allowance for note receivable               | (458 )       | (458 )
Receivables, net                            | $ 10,081     | $ 3,188 |


| _id | d1b3adc10 |
| title |  |
| text | 5. Net Income (Loss) per Share

The Company calculates basic earnings per share by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. The diluted earnings per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period using the treasury stock method. For purposes of this calculation, options to purchase common stock, stock awards, and the Convertible Senior Notes are considered to be common stock equivalents.

Since the Company has the intent and ability to settle the principal amount of the Convertible Senior Notes in cash and any excess in shares of the Company’s common stock, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable.

The conversion spread will have a dilutive impact on net income (loss) per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $113.75 per share for the Convertible Senior Notes. During the fiscal years ended July 31, 2019 and 2018, the Company’s weighted average common stock price was below the conversion price of the Convertible Senior Notes.

The following table sets forth the computation of the Company’s basic and diluted net income per share for the years endedJ uly 31, 2019, 2018 and 2017 (in thousands, except share and per share amounts):

 |
| table | | 2019       | 2018       | 2017
---------------------------------------------------------------------- | ---------- | ---------- | ----------
Numerator:                                                             |            |            |
Net income (loss)                                                      | $20,732    | $(26,743)  | $18,072
Net income (loss) per share:                                           |            |            |
Basic                                                                  | $0.25      | $(0.34)    | $0.24
Diluted                                                                | $0.25      | $(0.34)    | $0.24
Denominator:                                                           |            |            |
Weighted average shares used in computing net income (loss) per share: |            |            |
Basic                                                                  | 81,447,998 | 77,709,592 | 73,994,577
Weighted average effect of diluted stock options                       | 229,035    | —          | 544,520
Weighted average effect of diluted stock awards                        | 1,004,181  | —          | 789,246
Diluted                                                                | 82,681,214 | 77,709,592 | 75,328,343 |


| _id | d1b3bf01e |
| title |  |
| text | Segment assets and a reconciliation of segment assets to total assets were as follows:
(1) Segment assets are composed of accounts receivable, inventories, and net property, plant, and equipment.

 |
| table | |          | Segment Assets  |
------------------------ | -------- | --------------- | --------
                         |          | Fiscal Year End |
                         | 2019     | 2018            | 2017
                         |          | (in millions)   |
Transportation Solutions | $ 4,781  | $  4,707        | $ 4,084
Industrial Solutions     | 2,100    | 2,049           | 1,909
Communications Solutions | 849      | 959             | 951
Total segment assets(1)  | 7,730    | 7,715           | 6,944
Other current assets     | 1,398    | 1,981           | 2,141
Other non-current assets | 10,566   | 10,690          | 10,318
Total assets             | $ 19,694 | $ 20,386        | $ 19,403 |


| _id | d1b39dfc2 |
| title |  |
| text | Share Repurchase

On December 18, 2019, the Board of Directors authorized to remove the expiration date to the Company’s common stock share repurchase program and increase the authorized amount by $25.1 million increasing the authorization to repurchase shares up to a total of $50.0 million. As of December 31, 2019, a total of $50.0 million remained available for future share repurchases. We repurchased 1.7 million shares for $95.1 million and 0.4 million shares for $30.0 million in fiscal 2018 and 2017, respectively. There

in fiscal 2018 and 2017, respectively. There were no shares repurchased in fiscal 2019. CASH FLOWS

A summary of our cash provided by and used in operating, investing, and financing activities is as follows (in thousands):

 |
| table | | Years Ended December 31, |
-------------------------------------------------------------------------------- | ------------------------ | ---------
                                                                                | 2019                     | 2018
Net cash provided by (used in) operating activities from continuing operations   | $47,899                  | $151,427
Net cash provided by (used in) operating activities from discontinued operations | 493                      | (156)
Net cash provided by (used in) operating activities                              | 48,392                   | 151,271
Net cash provided by (used in) investing activities from continuing operations   | (393,847)                | (113,592)
Net cash provided by (used in) financing activities from continuing operations   | 338,840                  | (97,134)
EFFECT OF CURRENCY TRANSLATION ON CASH                                           | (1,496)                  | (1,030)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 | (8,111)                  | (60,485)
CASH AND CASH EQUIVALENTS, beginning of period                                   | 354,552                  | 415,037
CASH AND CASH EQUIVALENTS, end of period                                         | 346,441                  | 354,552
Less cash and cash equivalents from discontinued operations                      | —                        | 5,251
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS, end of period              | $346,441                 | $349,301 |


| _id | d1b30268a |
| title |  |
| text | Principal Accountant Fees and Services
We regularly review the services and fees from our independent registered public accounting firm, KPMG. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for our audit. Our Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.

In addition to performing the audit of our consolidated financial statements, KPMG provided various other services during fiscal years 2019 and 2018. Our Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from NortonLifeLock. The aggregate fees billed for fiscal years 2019 and 2018 for each of the following categories of services are as follows:

The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Exchange Act, and these categories include in particular the following components:

(1) ‘‘Audit fees’’ include fees for audit services principally related to the year-end examination and the quarterly reviews of our consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with our acquisitions and divestitures and statutory audit fees.
(2) ‘‘Audit related fees’’ include fees which are for assurance and related services other than those included in Audit fees.

(3) ‘‘Tax fees’’ include fees for tax compliance and advice.
(4) ‘‘All other fees’’ include fees for all other non-audit services, principally for services in relation to certain information technology audits.
An accounting firm other than KPMG performs supplemental internal audit services for NortonLifeLock. Another accounting firm provides the majority of NortonLifeLock’s outside tax services..

 |
| table | Fees Billed to NortonLifeLock | FY19        | FY18
----------------------------- | ----------- | -----------
Audit fees(1)                 | $12,464,329 | $11,370,525
Audit related fees(2)         | 1,142,383   | 753,689
Tax fees(3)                   | 161,685     | 469,449
All other fees(4)             | 0           | 311,000
Total fees                    | $13,768,398 | $12,904,663 |


| _id | d1b318cf0 |
| title |  |
| text | Capital structure
The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure. The capital of the Group consists of equity, debt and a compound financial instrument. The Group aims to access both debt and equity capital markets with maximum efficiency and flexibility.

The key metrics used to monitor the capital structure of the Group are net external debt, debt to assets ratio and interest cover. The Group’s stated medium to long-term preference is for the debt to assets ratio to be within the 40–50 per cent range and interest cover to be greater than 1.60x. The debt to assets ratio has increased to 67.8 per cent in the year due to the deficit on property revaluation. As part of the revised strategy, the Group is looking to reduce net external debt as well as reduce the

to reduce net external debt as well as reduce the debt to assets ratio to below 50 per cent. Additional information on the Group’s revised strategy is provided in the chief executive’s review on pages 6 to 8. The interest cover ratio continues to be above the preferred level.

As the Group’s debt is sometimes secured on its interests in joint ventures, these metrics are monitored for the Group including share of joint ventures. Additional information including reconciliations from the relevant IFRS amounts to those including the Group’s share of joint ventures as presented below is provided in presentation of information on pages 157 to 161.
– net external debt

 |
| table | £m – including Group’s share of joint ventures | Group 2019 | Group 2018
---------------------------------------------- | ---------- | ----------
Total borrowings                               | 4,916.8    | 5,331.0
Cash and cash equivalents                      | (223.0)    | (274.3)
Net debt                                       | 4,693.8    | 5,056.7
Less Metrocentre compound financial instrument | (195.4)    | (189.5)
Net external debt                              | 4,498.4    | 4,867.2
Analysed as:                                   |            |
Debt including Group’s share of joint ventures | 4,721.4    | 5,141.5
Cash including Group’s share of joint ventures | (223.0)    | (274.3)
Net external debt                              | 4,498.4    | 4,867.2 |


| _id | d1b373f4c |
| title |  |
| text | Stock-based compensation expense categorized by various equity components for the years ended December 31, 2019, 2018 and 2017 is summarized in the table below (in thousands):
During the years ended December 31, 2019, 2018 and 2017, the Company granted stock options covering zero, zero and 70,000 shares, respectively. The 2017 estimated per share fair value of the grant was $4.62 before estimated forfeitures.

The total fair value of restricted stock awards and units vested during the years ended December 31, 2019, 2018 and 2017 was $30.1 million, $30.4 million and $22.7 million, respectively.
The total intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was $0.2 million, $1.0 million and $5.5 million, respectively. The intrinsic value is calculated as the difference between the market value on the date of exercise and the exercise price of the shares.

As of December 31, 2019, the unrecognized stock-based compensation balance after estimated forfeitures consisted of $0.1 million related to unvested stock options, to be recognized over an estimated weighted average amortization period of 1.5 years, and $40.3 million related to restricted stock awards and units, including performance-based awards and units, to be recognized over an estimated weighted average amortization period of 2.3 years.

As of December 31, 2018, the unrecognized stock-based compensation balance after estimated forfeitures related to unvested stock options was $0.3 million to be recognized over an estimated weighted average amortization period of 2.0 years and $40.6 million related to restricted stock awards and units, including performance-based awards and units, to be recognized over an estimated weighted average amortization period of 2.2 years.

 |
| table | |         | Years Ended December 31, |
-------------------------------------- | ------- | ------------------------ | -------
                                       | 2019    | 2018                     | 2017
Employee stock options                 | $219    | $438                     | $1,980
Restricted stock awards and units      | 29,031  | 27,974                   | 28,909
Employee stock purchase plan           | 2,304   | 2,599                    | 2,573
Total stock-based compensation expense | $31,554 | $31,011                  | $33,462 |


| _id | d1a739b32 |
| title |  |
| text | (b) Credit Quality of Financing Receivables
Gross receivables, excluding residual value, less unearned income categorized by our internal credit risk rating as of July 27, 2019 and July 28, 2018 are summarized as follows (in millions):

We determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our financing receivables by portfolio segment. The portfolio segment is based on the types of financing offered by us to our customers, which consist of the following: lease receivables, loan receivables, and financed service contracts.

Our internal credit risk ratings of 1 through 4 correspond to investment-grade ratings, while credit risk ratings of 5 and 6 correspond to non-investment grade ratings. Credit risk ratings of 7 and higher correspond to substandard ratings.

 |
| table | |        |        | INTERNAL CREDIT RISK RATING |
-------------------------- | ------ | ------ | --------------------------- | -------
July 27, 2019              | 1 to 4 | 5 to 6 | 7 and Higher                | Total
Lease receivables          | $1,204 | $991   | $35                         | $2,230
Loan receivables           | 3,367  | 1,920  | 151                         | 5,438
Financed service contracts | 1,413  | 939    | 17                          | 2,369
Total                      | $5,984 | $3,850 | $203                        | $10,037 |


| _id | d1b3b55fa |
| title |  |
| text | Net Loss Per Ordinary Share

The Company calculates basic and diluted net loss per ordinary share by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has excluded other potentially dilutive shares, which include outstanding options to purchase ordinary shares and unvested restricted share units (RSUs), from the weighted-average number of ordinary shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses incurred.

The following potentially dilutive ordinary share equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the years ended March 31, 2019, 2018 and 2017 as their effect would have been anti-dilutive for the periods presented (in thousands):

 |
| table | |       | Year Ended March 31, |
------------------------- | ----- | -------------------- | -----
                          | 2019  | 2018                 | 2017
Share options outstanding | 6,209 | 6,230                | 8,681
Unvested RSUs             | 550   | 33                   | 28 |


| _id | d1b3a6fa0 |
| title |  |
| text | Note 6: Other Expense, Net
The significant components of other expense, net, were as follows:

Interest income in the year ended June 30, 2019, increased compared to the years ended June 24, 2018, and June 25, 2017, primarily as a result of higher yield. Interest expense in the year ended June 30, 2019, increased compared to the year ended June 24, 2018, primarily due to issuance of the $2.5 billion of senior notes. Interest expense in the year ended June 24, 2018, decreased compared to the year ended June 25, 2017, primarily due to the conversions of 2018 and 2041 Convertible Notes as well as the

of 2018 and 2041 Convertible Notes as well as the retirement of the 2018 Convertible Notes in May 2018.

The gain on deferred compensation plan related assets in fiscal years 2019, 2018 and 2017 was driven by an improvement in the fair market value of the underlying funds.
The loss on impairment of investments in the year ended June 24, 2018 was the result of a decision to sell selected investments held in foreign jurisdictions in connection with the Company’s cash repatriation strategy following the December 2017 U.S. tax reform.

Net loss on extinguishment of debt realized in the year ended June 25, 2017, was primarily a result of the special mandatory redemption of the Senior Notes due 2023 and 2026, as well as the termination of the Term Loan Agreement.

 |
| table | | June 30, 2019 | June 24, 2018  | June 25, 2017
------------------------------------------------------- | ------------- | -------------- | -------------
                                                        |               | (in thousands) |
Interest income                                         | $98,771       | $85,813        | $57,858
Interest expense                                        | (117,263)     | (97,387)       | (117,734)
Gains on deferred compensation plan related assets, net | 10,464        | 14,692         | 17,880
Loss on impairment of investments                       | —             | (42,456)       | —
Gains (losses) on extinguishment of debt, net           | 118           | 542            | (36,252)
Foreign exchange gains (losses), net                    | 826           | (3,382)        | (569)
Other, net                                              | (11,077)      | (19,332)       | (11,642)
                                                        | $(18,161)     | $(61,510)      | $(90,459) |


| _id | d1b3125e4 |
| title |  |
| text | The Company recognizes in the Consolidated Financial Statements only those tax positions determined to be “more likely than not” of being sustained upon examination based on the technical merits of the positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

The total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $68.2. Interest and penalties related to unrecognized tax benefits were $1.8 in 2019 and are classified as a component of income tax expense. Accrued interest and penalties were $8.7 at December 31, 2019 and $6.9 at December 31, 2018. During the next twelve months, it is reasonably possible that the unrecognized tax benefits may decrease by a net $6.3, mainly due to anticipated statute of limitations

mainly due to anticipated statute of limitations lapses in various jurisdictions.

The Company and its subsidiaries are subject to examinations for U.S. federal income tax as well as income tax in various state, city and foreign jurisdictions. The Company’s federal income tax returns for 2016 through the current period remain open to examination and the relevant state, city and foreign statutes vary. The Company does not expect the assessment of any significant additional tax in excess of amounts reserved.

The Tax Act was signed into U.S. law on December 22, 2017. The Tax Act contains provisions which impact the Company’s income taxes including a reduction in the U.S. federal corporate income tax rate from 35% to 21%, a one-time deemed mandatory repatria- tion tax imposed on all undistributed foreign earnings, and the introduction of a modified territorial taxation system.

The SEC released Staff Accounting Bulletin No. 118 (“SAB 118”) on December 22, 2017 to provide guidance where the accounting under ASC 740, Income Taxes, is incomplete for certain income tax effects of the Tax Act upon issuance of financial statements for the reporting period in which the Tax Act was enacted. SAB 118 provides that if a company could determine a reasonable estimate, that estimate should be reported as a provisional amount and adjusted during a measurement period. If a company is unable to

a measurement period. If a company is unable to determine a reasonable estimate, no related provisional amounts would be recorded until a reasonable estimate can be determined, within the measurement period. The measurement period extends until all necessary information has been obtained, prepared, and analyzed, but no longer than 12-months from the date of enactment of the Tax Act.

The Company intends to distribute all historical unremitted foreign earnings up to the amount of excess foreign cash, as well as all future foreign earnings that can be repatriated without incremental U.S. federal tax cost. Any remaining outside basis differences relating to the Company’s investments in foreign subsidiaries are no longer expected to be material and will be indefinitely reinvested.

 |
| table | | 2019   | 2018   | 2017
---------------------------------------------------------------------- | ------ | ------ | ------
Beginning balance                                                      | $ 63.6 | $ 52.2 | $ 38.7
Additions for tax positions of prior periods                           | 2.9    | 2.4    | 24.8
Additions for tax positions of the current period                      | 4.2    | 6.9    | 4.2
Additions due to acquisitions                                          | 1.9    | 4.4    | —
Reductions for tax positions of prior periods                          | (0.3)  | (0.4)  | (11.2)
Reductions attributable to settlements with taxing authorities         | —      | —      | (1.5)
Reductions attributable to lapses of applicable statute of limitations | (2.5)  | (1.9)  | (2.8)
Ending balance                                                         | $ 69.8 | $ 63.6 | $ 52.2 |


| _id | d1b381688 |
| title |  |
| text | Note 19 Goodwill
The following table provides details about the changes in the carrying amounts of goodwill for the years ended December 31, 2019 and 2018. BCE’s groups of CGUs correspond to our reporting segments.

 |
| table | | BELL WIRELESS | BELL  WIRELINE | BELL  MEDIA | BCE
---------------------------- | ------------- | -------------- | ----------- | ------
Balance at January 1, 2018   | 3,032         | 4,497          | 2,899       | 10,428
Acquisitions and other       | 16            | 182            | 32          | 230
Balance at December 31, 2018 | 3,048         | 4,679          | 2,931       | 10,658
Acquisitions and other       | –             | (6)            | 15          | 9
Balance at December 31, 2019 | 3,048         | 4,673          | 2,946       | 10,667 |


| _id | d1b399788 |
| title |  |
| text | Restricted Stock Units
A summary of the Company’s restricted stock unit activity is as follows:
Performance-Based Restricted Stock Units

Performance-Based Restricted Stock Units
Performance-based restricted stock units are eligible to vest at the end of each fiscal year in a three-year performance period based on the Company’s annual growth rate in net sales and non-GAAP diluted earnings per share (subject to certain adjustments) over a multiple of four times the related results for the fourth quarter of 2018 relative to the growth rates for a peer group of companies for the same metrics and periods.

For the performance-based restricted stock units granted in 2019, 60% of each performance-based award is subject to the net sales metric for the performance period and 40% is subject to the non-GAAP diluted earnings per share metric for the performance period. The maximum percentage for a particular metric is2 50% of the target number of units subject to the award related to that metric, however, vesting of the performance stock units is capped at 30% and 100%, respectively, of the target number of units

100%, respectively, of the target number of units subject to the award in years one and two, respectively, of the three-year performance period.

As of December 31, 2019, the Company believes that it is probable that the Company will achieve performance metrics specified in the award agreement based on its expected revenue and non-GAAP diluted EPS results over the performance period and calculated growth rates relative to its peers’ expected results based on data available, as defined in the award agreement.

 |
| table | | Number of Shares | Weighted-Average Grant-Date
-------------------------------- | ---------------- | ---------------------------
                                 | (in thousands)   | Fair Value per Share
Outstanding at December 31, 2018 | 3,263            | $20.23
Granted                          | 1,580            | 23.23
Vested                           | (1,541)          | 20.16
Canceled                         | (378)            | 21.52
Outstanding at December 31, 2019 | 2,924            | 21.72 |


| _id | d1b3babf4 |
| title |  |
| text | 11. INCOME TAX
The following table summarizes our U.S. and foreign components of income (loss) from continuing operations before income taxes (in millions):

 |
| table | |       | Year Ended December 31 |
------------- | ----- | ---------------------- | -----
              | 2019  | 2018                   | 2017
United States | $65.8 | $62.8                  | $45.6
Foreign       | 0.3   | 0.1                    | (0.1)
Total         | $66.1 | $62.9                  | $45.5 |


| _id | d1b362d1e |
| title |  |
| text | Review of operations
The Group’s operating performance for the fiscal year compared to last year is as follows:
1. The Directors believe the information additional to IFRS measures included in the report is relevant and useful in measuring the financial performance of the Group. These include: EBITDA, NPATA and EPSa. These measures have been defined in the Chairperson and Chief Executive Officer’s Joint Report on page 2.

In 2019 the business continued to deliver strong results after the record 2018 year. Revenues and EBITDA were in line with guidance. Further details on the Group’s results are outlined in the Chairperson and Chief Executive Officer’s Joint Report on page 2.

On 1 June 2019, Hansen acquired the Sigma Systems business (Sigma) and one month of these results are included in the FY19 result. Also included in the results are the transaction and other restructuring costs related to the acquisition, which we have identified as separately disclosed items in our results.

This acquisition has also resulted in the re-balancing of the Group’s market portfolio which, post the acquisition of Enoro in FY18, was initially weighted towards the Utilities sector. With Sigma’s revenues concentrated in the Communications sector, the Group’s revenue portfolio is now re-balanced to ensure greater diversification across multiple industries, regions and clients.

The Group has generated operating cash flows of $39.7 million, which has been used to retire external debt and fund dividends of $12.6 million during the financial year. With the introduction of a higher level of debt in June 2019 to fund the Sigma acquisition, the Group has, for the first time, used the strength of the Group’s balance sheet to fund 100% of an acquisition. With the Group’s strong cash generation, Hansen is well placed to service and retire the debt over the coming years.

 |
| table | | 2019       | 2018       |
-------------------------------------- | ---------- | ---------- | ----------
                                       | A$ Million | A$ Million | Variance %
Operating revenue                      | 231.3      | 230.8      | 0.2%
EBITDA1                                | 53.0       | 59.3       | (10.6%)
NPAT                                   | 21.5       | 28.9       | (25.6%)
NPATA1                                 | 31.2       | 38.0       | (17.9%)
Basic earnings per share (EPS) (cents) | 10.9       | 14.8       | (26.4%)
Basic EPSa1 (cents)                    | 15.8       | 19.4       | (18.6%) |


| _id | d1b307c48 |
| title |  |
| text | Note 10. Prepaid Expenses
Prepaid expenses consisted of the following (in thousands):

 |
| table | | December 31, |
------------------- | ------------ | -------
                    | 2019         | 2018
Prepaid maintenance | $6,218       | $5,888
Prepaid insurance   | 5,321        | 4,500
Prepaid software    | 4,236        | 3,499
Prepaid rent        | 421          | 3,471
Prepaid other       | 4,672        | 6,396
                    | $20,868      | $23,754 |


| _id | d1b3c4514 |
| title |  |
| text | Fiscal 2017 Restructuring Plan

During Fiscal 2017 and in the context of acquisitions made in Fiscal 2017, we began to implement restructuring activities to streamline our operations (collectively referred to as the Fiscal 2017 Restructuring Plan). The Fiscal 2017 Restructuring Plan charges relate to workforce reductions and facility consolidations. These charges require management to make certain judgments and estimates regarding the amount and timing of restructuring charges or recoveries. Our estimated liability could change

recoveries. Our estimated liability could change subsequent to its recognition, requiring adjustments to the expense and the liability recorded. On a quarterly basis, we conduct an evaluation of the related liabilities and expenses and revise our assumptions and estimates as appropriate.

Since the inception of the plan, $41.9 million has been recorded within "Special charges (recoveries)". We do not expect to incur any further significant charges relating to this plan.
A reconciliation of the beginning and ending liability for the year ended June 30, 2019 and 2018 is shown below.

 |
| table | Fiscal 2017 Restructuring Plan                  | Workforce reduction | Facility costs | Total
----------------------------------------------- | ------------------- | -------------- | --------
Balance payable as at June 30, 2017             | $10,045             | $1,369         | $11,414
Accruals and adjustments                        | 3,432               | 3,775          | 7,207
Cash payments                                   | (12,342)            | (1,627)        | (13,969)
Foreign exchange and other non-cash adjustments | 455                 | (86)           | 369
Balance payable as at June 30, 2018             | $1,590              | $3,431         | $5,021
Accruals and adjustments                        | (254)               | 1,152          | 898
Cash payments                                   | (213)               | (1,290)        | (1,503)
Foreign exchange and other non-cash adjustments | (77)                | (344)          | (421)
Balance payable as at June 30, 2019             | $1,046              | $2,949         | $3,995 |


| _id | d1b2ef5c6 |
| title |  |
| text | 22 Trade and Other Payables
Trade payables are non interest-bearing and are normally settled on 30-day terms or as otherwise agreed with suppliers.

 |
| table | | 31 March 2019 | 31 March 2018
------------------------------------------ | ------------- | -------------
                                           | $M            | $M
Current                                    |               |
Trade payables                             | 35.8          | 39.6
Accruals                                   | 46.6          | 68.4
Social security and other taxes            | 12.7          | 14.9
Other payables                             | 7.1           | 11.2
Total current trade and other payables     | 102.2         | 134.1
Non-Current                                |               |
Other payables                             | 10.1          | 8.2
Total non-current trade and other payables | 10.1          | 8.2 |


| _id | d1b396fce |
| title |  |
| text | Orders and revenue showed strong and similar development in fiscal 2019: clear growth; increases in all businesses led by the imaging business, and growth in all three reporting regions, notably including in China and in the U. S. which benefited from positive currency translation effects.

Adjusted EBITA was clearly up compared to fiscal 2018, with increases in the imaging and advance therapies businesses. The diagnostics business recorded lower Adjusted EBITA year-over-year due mainly to Combined Management Report 13 increases in costs related to its Atellica Solution platform. Severance charges were € 57 million in fiscal 2019 and € 96 million in fiscal 2018. The order backlog for Siemens Healthineers was € 18 billion at the end of the fiscal year, of which € 6 billion are

expected to be converted into revenue in fiscal 2020.

While demand in the markets served by Siemens Healthineers continued to grow in fiscal 2019, these markets also showed price pressure on new purchases and increased utilization rates for installed systems. All major served markets were in a healthy state, which contributed to a slightly higher market growth in Europe, C. I. S., Africa, Middle East and the Americas, most notably in the imaging and advanced therapies markets. The markets in Asia, Australia grew moderately. Markets in the U. S. showed slight

moderately. Markets in the U. S. showed slight growth in the imaging and clear growth in the advanced therapies

business, with continued moderate market growth in diagnostics.
Still, the U. S. market environment remained challenging
as pressure on reimbursement systems and the focus on more
extended utilization of equipment at customers’ sites persist.
Government initiatives and programs, together with a growing private market segment contributed to the re-stabilization and growth of markets in China. For the healthcare industry as a whole, the trend towards consolidation continued in fiscal 2019,

leading to higher utilization rates at customers’ sites, which are counterbalancing procedure volume growth in developed markets. Competition among the leading healthcare companies remained at a high level. For fiscal 2020, Siemens Healthineers expects the imaging and advanced therapies equipment markets to stay on a moderate growth path, while the diagnostics market is expected to grow clearly. Siemens Healthineers’ markets will continue to benefit from the long-term trends mentioned above, but are

the long-term trends mentioned above, but are restricted by public spending constraints and by consolidation among healthcare providers.

On a geographic basis,

Siemens Healthineers expects markets in the region Asia, Australia to be the major growth driver. For China, Siemens Healthineers expects continuing strong growth due to rising government spending on healthcare, promotion of the private segment and wider access to healthcare services nationwide, pronounced effects of an aging population, and a growing incidence of chronic diseases. Growth in the U. S. is expected to be held back by continued pressure to increase utilization of existing equipment, reduced

utilization of existing equipment, reduced reimbursement rates and uncertainty about policies. For Europe, Siemens Healthineers expects slight growth, with a likely increased emphasis on equipment replacement and business with large customers such as hospital chains.

 |
| table | |        | Fiscal year |        | % Change
--------------------- | ------ | ----------- | ------ | --------
(in millions of €)    | 2019   | 2018        | Actual | Comp.
Orders                | 15,853 | 14,506      | 9 %    | 7 %
Revenue               | 14,517 | 13,425      | 8 %    | 6 %
Adjusted EBITA        | 2,461  | 2,221       | 11 %   |
Adjusted EBITA margin | 17.0 % | 16.5 %      |        | |


| _id | d1a73dc6e |
| title |  |
| text | Consolidated income statement
For the year ended 31 March 2019
1 The Group has adopted IFRS 9 ‘Financial Instruments’, IFRS 15 ‘Revenue from Contracts with Customers’, and IFRS 16 ‘Leases’ from 1 April 2018. The year ended 31 March 2018 has been restated for IFRS 16 which was implemented using the fully retrospective method. For further information on the impact of the change in accounting policies, see note 2 of these consolidated financial statements.

 |
| table | | Note | 2019    | (Restated)1 2018
---------------------------------------------------------------- | ---- | ------- | ----------------
                                                                 |      | £m      | £m
Revenue                                                          | 5    | 355.1   | 330.1
Administrative expenses                                          |      | (112.3) | (108.8)
Share of profit from joint ventures                              | 16   | 0.9     | –
Operating profit                                                 | 6    | 243.7   | 221.3
Finance costs                                                    | 9    | (10.2)  | (10.6)
Profit on the sale of subsidiary                                 | 10   | 8.7     | –
Profit before taxation                                           |      | 242.2   | 210.7
Taxation                                                         | 11   | (44.5)  | (39.6)
Profit for the year attributable to equity holders of the parent |      | 197.7   | 171.1
Basic earnings per share                                         | 12   |         |
From profit for the year (pence per share)                       |      | 21.00   | 17.74
Diluted earnings per share                                       | 12   |         |
From profit for the year (pence per share)                       |      | 20.94   | 17.68 |


| _id | d1b2f6402 |
| title |  |
| text | Liquidity risk

Liquidity risk is managed to enable the Group to meet future payment obligations when financial liabilities fall due. Liquidity analysis is conducted to determine that sufficient headroom is available to meet the Group’s operational requirements and committed investments. The Group treasury policy aims to meet this objective by maintaining adequate cash, marketable securities and committed facilities. Undrawn borrowing facilities are detailed in note 23. The Group’s policy is to seek to optimise its

23. The Group’s policy is to seek to optimise its exposure to liquidity risk by balancing its exposure to interest rate risk and to refinancing risk. In effect the Group seeks to borrow for as long as possible at the lowest acceptable cost.

Group policy is to maintain a weighted average debt maturity of over five years. At 31 December 2019, the maturity profile of Group debt showed an average maturity of five years (2018: six years). The Group regularly reviews the maturity profile of its borrowings and seeks to avoid concentration of maturities through the regular replacement of facilities and by arranging a selection of maturity dates. Refinancing risk may be reduced by doing so prior to the contracted maturity date. The change in valuation

contracted maturity date. The change in valuation of an asset used as security for a debt facility may impact the Group’s ability to refinance that debt facility at the same quantum as currently outstanding.

The Group does not use supplier financing arrangements to manage liquidity risk.

The tables below set out the maturity analysis of the Group’s financial liabilities based on the undiscounted contractual obligations to make payments of interest and to repay principal. Where interest payment obligations are based on a floating rate, the rates used are those implied by the par yield curve for the relevant currency. Where payment obligations are in foreign currencies, the spot exchange rate at the balance sheet date is used.

 |
| table | |               |           |           |              | 2019
------------------------------- | ------------- | --------- | --------- | ------------ | ---------
£m                              | Within 1 year | 1–2 years | 2–5 years | Over 5 years | Total
Borrowings (including interest) | (249.5)       | (1,091.3) | (2,600.9) | (1,716.1)    | (5,657.8)
Finance lease obligations       | (5.3)         | (5.3)     | (14.3)    | (104.8)      | (129.7)
Other financial liabilities     | (15.4)        | –         | –         | (1.2)        | (16.6)
Net derivative payments         | (34.3)        | (28.8)    | (78.4)    | (222.9)      | (364.4)
                                | (304.5)       | (1,125.4) | (2,693.6) | (2,045.0)    | (6,168.5)
                                |               |           |           |              |
                                |               |           |           |              | 2018
£m                              | Within 1 year | 1–2 years | 2–5 years | Over 5 years | Total
Borrowings (including interest) | (237.8)       | (245.2)   | (3,259.1) | (2,408.0)    | (6,150.1)
Finance lease obligations       | (4.4)         | (4.4)     | (13.4)    | (104.8)      | (127.0)
Other financial liabilities     | (6.1)         | (1.2)     | –         | –            | (7.3)
Net derivative payments         | (37.2)        | (33.5)    | (74.0)    | (248.2)      | (392.9)
                                | (285.5)       | (284.3)   | (3,346.5) | (2,761.0)    | (6,677.3)
                                |               |           |           |              | |


| _id | d1b3bdcf0 |
| title |  |
| text | 21. Segment and Geographical Information
The Company has determined that it operates in a single operating and reportable segment.
The following table presents total external revenues by geographic location, based on the location of the Company’s merchants:
Expressed in US $000's except share and per share amounts

 |
| table | | Years ended       |        |                   |
-------------- | ----------------- | ------ | ----------------- | ------
               | December 31, 2019 |        | December 31, 2018 |
               | $                 | %      | $                 | %
Canada         | 96,168            | 6.1%   | 70,774            | 6.6%
United States  | 1,079,520         | 68.4%  | 755,454           | 70.4%
United Kingdom | 103,498           | 6.6%   | 69,596            | 6.5%
Australia      | 68,571            | 4.3%   | 47,937            | 4.5%
Rest of World  | 230,416           | 14.6%  | 129,468           | 12.0%
               | 1,578,173         | 100.0% | 1,073,229         | 100.0% |


| _id | d1b3922ee |
| title |  |
| text | RSUs/PSUs

RSUs/PSUs are granted to executives and other eligible employees. The value of an RSU/PSU at the grant date is equal to the value of one BCE common share. Dividends in the form of additional RSUs/PSUs are credited to the participant’s account on each dividend payment date and are equivalent in value to the dividend paid on BCE common shares. Executives and other eligible employees are granted a specific number of RSUs/PSUs for a given performance period based on their position and level of contribution.

on their position and level of contribution. RSUs/PSUs vest fully after three years of continuous employment from the date of grant and, in certain cases, if performance objectives are met, as determined by the board of directors.

The following table summarizes outstanding RSUs/PSUs at December 31, 2019 and 2018.
(1) The weighted average fair value of the RSUs/PSUs granted was $58 in 2019 and $57 in 2018
(2) The RSUs/PSUs vested on December 31, 2019 were fully settled in February 2020 with BCE common shares and/or DSUs.

 |
| table | NUMBER OF RSUs/PSUs      | 2019      | 2018
------------------------ | --------- | -----------
Outstanding, January 1   | 2,812,697 | 2,740,392
Granted (1)              | 975,348   | 1,006,586
Dividends credited       | 149,648   | 149,258
Settled                  | (932,133) | (1,027,321)
Forfeited                | (90,442)  | (56,218)
Outstanding, December 31 | 2,915,118 | 2,812,697
Vested, December 31 (2)  | 904,266   | 880,903 |


| _id | d1b3408c2 |
| title |  |
| text | Pro forma consolidated results of operations

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the acquisitions of MOI and GP had been completed on January 1, 2018. The pro forma information includes adjustments to depreciation expense for property and equipment acquired and amortization expense for the intangible assets acquired and the elimination of transaction expenses recognized in each period. Transaction-related expenses associated with the acquisition and

expenses associated with the acquisition and excluded from pro forma income from continuing operations were $1.0 million for the year ended December 31, 2019. There were no transaction-related expenses associated with the acquisition for the year ended December 31, 2018. The pro forma data are for informational purposes only and are not necessarily indicative of the consolidated results of operations or the combined business had the acquisitions of MOI and GP occurred on January 1, 2018, or the results of

GP occurred on January 1, 2018, or the results of future operations of the combined business. For instance, planned or expected operational synergies following the acquisition are not reflected in the pro forma information. Consequently, actual results will differ from the unaudited pro forma information presented below.

 |
| table | | Years Ended December 31, |
--------------------------------- | ------------------------ | -----------
                                  | 2019                     | 2018
                                  | (unaudited)              | (unaudited)
Revenue                           | $72,576,902              | $60,249,896
Income from continuing operations | $6,912,802               | $1,559,008 |


| _id | d1b3b10cc |
| title |  |
| text | Note 15. Deferred Charges and Other Assets
Deferred charges and other assets consisted of the following (in thousands):

 |
| table | | December 31, |
--------------------------------------------------- | ------------ | -------
                                                    | 2019         | 2018
Trade accounts receivable, net, noncurrent (Note 2) | $26,496      | $15,948
Equity method investments (Note 1)                  | 9,254        | 9,702
Net deferred tax assets, noncurrent (Note 20)       | 6,774        | 5,797
Rent and other deposits                             | 6,106        | 5,687
Value added tax receivables, net, noncurrent        | 592          | 519
Other                                               | 6,723        | 5,711
                                                    | $55,945      | $43,364 |


| _id | d1b327b92 |
| title |  |
| text | 2019 Compared to 2018
Net Sales. Net sales increased 9%, or $651 million, in 2019 compared to 2018. Net sales of products (hardware and software) increased 8% and net sales of services increased 20% in 2019 compared to 2018. Our net sales by operating segment for 2019 and 2018 were as follows (dollars in thousands):

 |
| table | | 2019       | 2018       | %Change
------------ | ---------- | ---------- | -------
NorthAmerica | $6,024,305 | $5,362,981 | 12%
EMEA         | 1,526,644  | 1,530,241  | —
APAC         | 180,241    | 186,914    | (4%)
Consolidated | $7,731,190 | $7,080,136 | 9% |


| _id | d1b33dc58 |
| title |  |
| text | The amortized cost and fair value of cash equivalents, investments, and restricted investments with contractual maturities as of June 30, 2019, are as follows:
The Company has the ability, if necessary, to liquidate its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than 12 months from the date of purchase nonetheless are classified as short-term on the accompanying Consolidated Balance Sheets.

 |
| table | | Cost       | Fair Value
------------------------------------- | ---------- | --------------
                                      |            | (in thousands)
Due in one year or less               | $4,842,996 | $4,844,145
Due after one year through five years | 331,707    | 333,019
Due in more than five years           | 41,612     | 41,756
                                      | $5,216,315 | $5,218,920 |


| _id | d1b38b426 |
| title |  |
| text | Depreciation and Amortization
Depreciation and amortization includes the following (in millions):
Computer software amortization for the year ended December 31, 2018 includes accelerated amortization of $1.7 million related to certain internally developed software. Deferred contract costs amortization for the years ended December 31, 2019, 2018 and 2017 includes accelerated amortization of $6.2 million, $3.4 million and $3.3 million, respectively.

 |
| table | |        | Year ended December 31, |
----------------------- | ------ | ----------------------- | ------
                        | 2019   | 2018                    | 2017
Computer software       | $97.3  | $94.5                   | $84.0
Other intangible assets | 59.3   | 57.2                    | 67.8
Deferred contract costs | 42.9   | 32.9                    | 25.7
Property and equipment  | 36.7   | 32.4                    | 29.0
Total                   | $236.2 | $217.0                  | $206.5 |


| _id | d1b3b0e1a |
| title |  |
| text | NOTE 13 - TAXES ON INCOME
B. Deferred income taxes:
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

As of December 31, 2019, the Company has provided a full valuation allowances of $19,911 in respect of deferred tax assets resulting from tax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it is more likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in the foreseeable future.

 |
| table | | December 31         |
------------------------------------------------- | ------------------- | --------
                                                  | 2019                | 2 0 1 8
                                                  | U.S. $ in thousands |
Operating loss carryforward                       | 73,260              | 57,768
Net deferred tax asset before valuation allowance | 19,911              | 15,916
Valuation allowance                               | (19,911)            | (15,916)
Net deferred tax asset                            | 795                 | 772 |


| _id | d1b32a6d0 |
| title |  |
| text | In 2019, Global Financing delivered external revenue of $1,400 million and total revenue of $2,632 million, with a decrease in gross margin of 2.7 points to 58.8 percent. Total pre-tax income of $1,055 million decreased 22.5 percent compared to 2018 and return on equity decreased 5.0 points to 25.8 percent.

Global Financing total revenue decreased 17.8 percent compared to the prior year. This was due to a decrease in internal revenue of 23.5 percent, driven by decreases in internal used equipment sales (down 27.4 percent to $862 million) and internal financing (down 12.6 percent to $370 million). External revenue declined 11.9 percent due to decreases in external financing (down 8.5 percent to $1,120 million) and external used equipment sales (down 23.4 percent to $281 million).

The decrease in internal financing revenue was due to lower average asset balances, partially offset by higher asset yields. The decrease in external financing revenue reflects the wind down of the OEM IT commercial financing operations.

Sales of used equipment represented 43.4 percent and 48.5 percent of Global Financing’s revenue for the years ended December 31, 2019 and 2018, respectively. The decrease in 2019 was due to a lower volume of internal used equipment sales. The gross profit margin on used sales was 52.2 percent and 54.2 percent for the years ended December 31, 2019 and 2018, respectively. The decrease in the gross profit margin was driven by lower margins on internal used equipment sales.

Global Financing pre-tax income decreased 22.5 percent year to year primarily driven by a decrease in gross profit ($422 million), partially offset by a decrease in total expense ($115 million), which was mainly driven by a decline in IBM shared expenses in line with the segment’s performance, a lower provision for credit losses and a gain from the sale of certain commercial financing capabilities in the first quarter of 2019.

The decrease in return on equity from 2018 to 2019 was primarily due to lower net income. Refer to page 45 for the details of the after-tax income and return on equity calculations.

 |
| table | ($ in millions)                 |        |        |
------------------------------- | ------ | ------ | -------------------------
For the year ended December 31: | 2019   | 2018   | Yr.-to-Yr. Percent Change
External revenue                | $1,400 | $1,590 | (11.9) %
Internal revenue                | 1,232  | 1,610  | (23.5)
Total revenue                   | $2,632 | $3,200 | (17.8) %
Pre-tax income                  | $1,055 | $1,361 | (22.5) % |


| _id | d1b32ff9a |
| title |  |
| text | H. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of common stock outstanding and potentially dilutive securities outstanding during the period, as calculated using the treasury stock method. Potentially dilutive securities primarily include unvested restricted stock units (“RSUs”), including PSU awards, and stock options,

including PSU awards, and stock options, including purchase options under VMware’s employee stock purchase plan, which included Pivotal’s employee stock purchase plan through the date of acquisition. Securities are excluded from the computation of diluted net income per share if their effect would be anti-dilutive. VMware uses the two-class method to calculate net income per share as both classes share the same rights in dividends; therefore, basic and diluted earnings per share are the same for both

diluted earnings per share are the same for both classes.

The following table sets forth the weighted-average common share equivalents of Class A common stock that were excluded from the diluted net income per share calculations during the periods presented because their effect would have been anti-dilutive (shares in thousands):

 |
| table | | For the Year Ended |                  |
------------------------- | ------------------ | ---------------- | ----------------
                          | January 31, 2020   | February 1, 2019 | February 2, 2018
Anti-dilutive securities: |                    |                  |
Employee stock options    | 34                 | 50               | 51
Restricted stock units    | 315                | 255              | 140
Total                     | 349                | 305              | 191 |


| _id | d1b32424e |
| title |  |
| text | Geographic Information
The following table is a summary of our long-lived assets which include property and equipment, net and right of use assets based on the physical location of the assets (in thousands):

 |
| table | | December 31, | December 31,
------------- | ------------ | ------------
              | 2019         | 2018
United States | $35,964      | $5,525
Japan         | 2,689        | 1,108
Other         | 2,017        | 629
Total         | $40,670      | $7,262 |


| _id | d1b391948 |
| title |  |
| text | The Credit Agreement and 2026 Notes contain certain customary affirmative covenants and negative covenants that limit or restrict, subject to certain exceptions, the incurrence of liens, indebtedness of subsidiaries, mergers, advances, investments, acquisitions, transactions with affiliates, change in nature of business, and the sale of the assets. In addition, the Credit Agreement and 2026 Notes contain certain customary mandatory prepayment provisions. The Company is also required to maintain a

The Company is also required to maintain a consolidated leverage ratio at or below a specified amount and an interest coverage ratio at or above a specified amount. As specified in the Credit Agreement and 2026 Notes agreement, if certain events occur and continue, the Company may be required to repay all amounts outstanding under the Credit Facility and 2026 Notes. As of December 31, 2019, and at all times during the period, the Company was in compliance with its financial debt covenants.

Total debt is comprised of the following (in thousands):

 |
| table | | December 31, |
-------------------------------------------- | ------------ | ---------
                                             | 2019         | 2018
Term loans                                   | $756,060     | $284,959
Revolving credit facility                    | 239,000      | —
5.750% Senior Notes, due August 2026         | 400,000      | 400,000
Debt issuance costs                          | (21,905 )    | (13,203 )
Total debt                                   | 1,373,155    | 671,756
Less current portion of term credit facility | 38,950       | 23,747
Less current portion of debt issuance costs  | (4,802 )     | (2,980 )
Total long-term debt                         | $1,339,007   | $650,989 |


| _id | d1b31523a |
| title |  |
| text | Exposures The maximum credit risk exposure of the group’s financial assets at the balance sheet date is as follows:
The carrying amount excludes £445m (2017/18: £317m, 2016/17: £360m) of non-current trade and other receivables which relate to non-financial assets, and £1,456m (2017/18: £1,496m, 2016/17: £1,106m) of prepayments, deferred contract costs and other receivables.

 |
| table | | Notes | 2019  | 2018  | 2017
----------------------------- | ----- | ----- | ----- | -----
At 31 March Notes             |       | £m    | £m    | £m
Derivative financial assets   |       | 1,592 | 1,509 | 2,246
Investments                   | 23    | 3,268 | 3,075 | 1,564
Trade and other receivables a | 17    | 1,766 | 2,518 | 2,729
Contract assets               | 6     | 1,602 | –     | –
Cash and cash equivalents     | 24    | 1,666 | 528   | 528
                              |       | 9,894 | 7,630 | 7,067 |


| _id | d1b2edd52 |
| title |  |
| text | 4. Debtors
Amounts owed by Group undertakings are non-interest-bearing, unsecured and have no fixed date of repayment.

 |
| table | | 2019  | 2018
---------------------------------- | ----- | -----
                                   | £m    | £m
Amounts owed by Group undertakings | 414.7 | 439.9
Deferred tax asset                 | 1.2   | 0.8
Total                              | 415.9 | 440.7 |


| _id | d1b33a76a |
| title |  |
| text | NOTE 13—GUARANTEES AND CONTINGENCIES
We have entered into the following contractual obligations with minimum payments for the indicated fiscal periods as follows:
(1) Includes interest up to maturity and principal payments. Please see note 10 "Long-Term Debt" for more details
(2) Net of $30.7 million of sublease income to be received from properties which we have subleased to third parties.

 |
| table | |            |                             | Payments due between        |                             |
------------------------------- | ---------- | --------------------------- | --------------------------- | --------------------------- | -----------------------
                                | Total      | July 1, 2019— June 30, 2020 | July 1, 2020— June 30, 2022 | July 1, 2022— June 30, 2024 | July 1, 2024 and beyond
Long-term debt obligations (1)  | $3,408,565 | $147,059                    | $292,156                    | $1,045,567                  | $1,923,783
Operating lease obligations (2) | 318,851    | 72,853                      | 106,394                     | 59,441                      | 80,163
Purchase obligations            | 11,280     | 8,364                       | 2,747                       | 169                         | —
                                | $3,738,696 | $228,276                    | $401,297                    | $1,105,177                  | $2,003,946 |


| _id | d1b370770 |
| title |  |
| text | The following table shows the activity of our U.S. and international plan assets, which are measured at fair value using Level 3 inputs.
(1) Balances as of December 31, 2018 have been revised from our 2018 Form 10-K filing to reflect changes in leveling classification of specific funds. These reclassifications did not impact the fair value of any of our pension plan assets.

(2) Purchases of Level 3 assets in 2018 primarily represent the purchase of bulk annuity contracts (buy-ins) in some of our international plans.

 |
| table | | December 31, |
-------------------------------------------------- | ------------ | -------
(In millions)                                      | 2019         | 2018
Balance at beginning of period(1)                  | $ 150.1      | $ 71.5
Gains (losses) on assets still held at end of year | 16.8         | (16.0)
Purchases, sales, issuance, and settlements(2)     | 8.3          | 103.7
Transfers in and/or out of Level 3                 | —            | 1.0
Foreign exchange gain (loss)                       | 5.0          | (10.1)
Balance at end of period(1)                        | $ 180.2      | $ 150.1 |


| _id | d1b32f496 |
| title |  |
| text | REVENUE
(1) For the three-month period ended August 31, 2019, the average foreign exchange rate used for translation was 1.3222 USD/CDN.
(2) Fiscal 2018 was restated to comply with IFRS 15 and to reflect a change in accounting policy as well as to reclassify results from Cogeco Peer 1 as discontinued operations. For further details, please consult the "Accounting policies" and "Discontinued operations" sections.

(3) Fiscal 2019 actuals are translated at the average foreign exchange rate of the comparable period of fiscal 2018 which was 1.3100 USD/CDN.

Fiscal 2019 fourth-quarter revenue increased by 3.1% (2.7% in constant currency) resulting from: • growth in the American broadband services segment mainly due to strong organic growth and the FiberLight acquisition. • stable revenue in the Canadian broadband services segment mainly as a result of: ◦ rate increases; partly offset by ◦ decreases in video and telephony services customers compared to the same period of the prior year primarily due to issues resulting from the implementation of a new customer

from the implementation of a new customer management system in the second half of fiscal 2018.

 |
| table | Three months ended August 31,                 | 2019 (1) | 2018 (2) | Change | Change in constant currency (3) | Foreign exchange impact (3)
--------------------------------------------- | -------- | -------- | ------ | ------------------------------- | ---------------------------
(in thousands of dollars, except percentages) | $        | $        | %      | %                               | $ $
Canadian broadband services                   | 319,935  | 319,741  | 0.1    | 0.1                             | -
American broadband services                   | 263,738  | 246,443  | 7.0    | 6.0                             | 2,427
                                              | 583,673  | 566,184  | 3.1    | 2.7                             | 2,427 |


| _id | d1b33c038 |
| title |  |
| text | Volatility in average selling prices for our semiconductor memory and storage products may adversely affect our business.

We have experienced significant volatility in our average selling prices, including dramatic declines as noted in the table below, and may continue to experience such volatility in the future. In some prior periods, average selling prices for our products have been below our manufacturing costs and we may experience such circumstances in the future. Average selling prices for our products that decline faster than our costs could have a material adverse effect on our business, results of operations, or

effect on our business, results of operations, or financial condition.

 |
| table | | DRAM                                          | NAND
-------------- | --------------------------------------------- | -----
               | (percentage change in average selling prices) |
2019 from 2018 | (30)%                                         | (44)%
2018 from 2017 | 37%                                           | (8)%
2017 from 2016 | 19%                                           | (7)%
2016 from 2015 | (35)%                                         | (19)%
2015 from 2014 | (11)%                                         | (15)% |


| _id | d1b32d916 |
| title |  |
| text | As described in Note 7, the acquisition of Norstel resulted in the recognition of $43 million in goodwill which has been included in the ADG segment to align the goodwill of the acquired Company with the segment under which the related activities will be reported.

As of the end of the third quarters of 2019 and 2018, the Company performed its annual impairment test. The Company did not elect to perform a qualitative assessment. The impairment test was conducted following a two-step process. In the first step, the Company compared the fair value of the reporting units tested to their carrying value. Based upon the first step of the goodwill impairment test, no impairment was recorded since the fair value of the reporting units exceeded their carrying value.

Goodwill as at December 31, 2019 and 2018 is net of accumulated impairment losses of $102 million, of which $96 million relates to the MDG segment and $6 million to Others. In 2019, 2018 and 2017, no impairment loss was recorded by the Company.

 |
| table | | Automotive and Discrete Group (ADG) | Microcontrollers and Digital ICs Group (MDG) | Analog, MEMS & Sensors Group AMS) | Total
---------------------------- | ----------------------------------- | -------------------------------------------- | --------------------------------- | -----
December 31, 2017            | —                                   | 121                                          | 2                                 | 123
Foreign currency translation | —                                   | (2)                                          | —                                 | (2)
December 31, 2018            | —                                   | 119                                          | 2                                 | 121
Business combination         | 43                                  | —                                            | —                                 | 43
Foreign currency translation | —                                   | (2)                                          | —                                 | (2)
December 31, 2019            | 43                                  | 117                                          | 2                                 | 162 |


| _id | d1b319038 |
| title |  |
| text | Total Shareholder Return Awards

During the years ended December 31, 2019, 2018, and 2017, pursuant to the 2016 Incentive Plan, the Company granted total shareholder return awards (“TSRs”). TSRs are performance shares that are earned, if at all, based upon the Company’s total shareholder return as compared to a group of peer companies over a three-year performance period. The award payout can range from 0% to 200%. To determine the grant date fair value of the TSRs, a Monte Carlo simulation model is used. The Company recognizes

simulation model is used. The Company recognizes compensation expense for the TSRs over a three-year performance period based on the grant date fair value.

The grant date fair value of the TSRs was estimated using the following weighted-average assumptions:

 |
| table | |       | Years Ended December 31, |
----------------------- | ----- | ------------------------ | -----
                        | 2019  | 2018                     | 2017
Expected life (years)   | 2.8   | 2.9                      | 2.9
Interest rate           | 2.5%  | 2.4%                     | 1.5%
Volatility              | 29.3% | 28.0%                    | 26.5%
Expected dividend yield | —     | —                        | — |


| _id | d1b3a41c4 |
| title |  |
| text | 21. Subsidiaries
The advances given to subsidiaries were interest-free and unsecured with settlement neither planned nor likely to occur in the foreseeable future.
The deemed investment in a subsidiary, Singtel Group Treasury Pte. Ltd. (“SGT”), arose from financial guarantees provided by the Company for loans drawn down by SGT prior to 1 April 2010.
The significant subsidiaries of the Group are set out in Note 44.1 to Note 44.3.

 |
| table | |               | Company       |
------------------------------------- | ------------- | ------------- | ------------
                                      | 31 March 2019 | 31 March 2018 | 1 April 2017
                                      | S$ Mil        | S$ Mil        | S$ Mil
Unquoted equity shares, at cost       | 14,259.7      | 13,676.4      | 11,001.2
Shareholders' advances                | 5,733.0       | 5,733.0       | 6,423.3
Deemed investment in a subsidiary     | 32.5          | 32.5          | 32.5
                                      | 20,025.2      | 19,441.9      | 17,457.0
Less: Allowance for impairment losses | (16.0)        | (16.0)        | (16.0)
                                      | 20,009.2      | 19,425.9      | 17,441.0 |


| _id | d1b2f0e94 |
| title |  |
| text | INTEREST EXPENSE
The components of interest expense are as follows:
Interest expense, including administrative and other fees, was $25,633 for 2019 compared with $30,890 in 2018. The decrease in interest expense was primarily associated with the impact of the refinancing of our term loan at the end of 2018 and interest capitalized during 2019 due to vessels under construction.

 |
| table | | Years Ended December 31, |
-------------------------------------------- | ------------------------ | -------
                                             | 2019                     | 2018
Interest before impact of interest rate caps | $25,633                  | $30,709
Impact of interest rate caps                 | —                        | 181
Interest expense                             | $25,633                  | $30,890 |


| _id | d1b33f3be |
| title |  |
| text | Comparison of Fiscal Year Ended September 27, 2019 to Fiscal Year Ended September 28, 2018
Revenue. In fiscal year 2019, our revenue decreased by $70.7 million, or 12.4%, to $499.7 million from $570.4 million for fiscal year 2018. Revenue from our primary markets, the percentage of change between the years and revenue by primary markets expressed as a percentage of total revenue were (in thousands, except percentages):

In fiscal year 2019, our Telecom market revenue decreased by $42.0 million, or 18.8%, compared to fiscal year 2018. The decrease was primarily due to the full year effect of our May 2018 sale of the Japan-based long-range optical subassembly business (the "LR4 Business"), lower sales of carrier-based optical semiconductor products to our Asia customer base, as well as lower sales of products targeting fiber to the home applications.

In fiscal year 2019, our Data Center market revenue decreased by $48.0 million, or 29.6%, compared to fiscal year 2018. The decrease was primarily due to lower revenue related to sales of legacy optical products and lasers, partially offset by the recognition of $7.0 million of licensing revenue during the fiscal year ended September 27, 2019.

In fiscal year 2019, our I&D market revenues increased by $19.3 million, or 10.4%, compared to fiscal year 2018. The increase was related to higher revenue from sales across the product portfolio.

 |
| table | | Fiscal Years |           |
-------------------- | ------------ | --------- | --------
                     | 2019         | 2018      | % Change
Telecom              | $180,938     | $ 222,940 | (18.8)%
Data Center          | 114,132      | 162,098   | (29.6)%
Industrial & Defense | 204,638      | 185,360   | 10.4 %
Total                | $499,708     | $ 570,398 | (12.4)%
Telecom              | 36.2%        | 39.1%     |
Data Center          | 22.8%        | 28.4%     |
Industrial & Defense | 41.0%        | 32.5%     |
 Total               | 100.0%       | 100.0%    | |


| _id | d1a71ec9c |
| title |  |
| text | 10.2. Assets held for sale
On 21 December 2018, the Group entered into an agreement for the divestment of a component of freehold investment property in Melbourne, Victoria for $1m. This has been included within fair value adjustments in the statement of profit or loss. This transaction settled on 15 January 2019.

On 28 June 2019, the Group entered into an agreement for the sale of commercial investment property in Dunedin, New Zealand for NZD $1.3m less cost of sale of NZD $0.1m (AUD $1.2m less cost of sale of $0.1m). This has resulted in an unrealised gain of NZD $1.2m (AUD $1.1m) on the asset’s carrying value. This has been included within fair value adjustments in the statement of profit or loss.

As at 1 July 2018, the Group held a contractual agreement for the sale of the land and buildings of the Croydon self-storage centre for $5.8m, less cost of sale of $0.1m. This resulted in this asset being classified as held for sale. Due to unforeseen circumstances outside of the Group’s control this transaction did not proceed. At 30 June 2019 the asset has been classified as freehold investment property and is no longer held for sale.

 |
| table | |       | 2019    | 2018
--------------------------------------------------- | ----- | ------- | -------
                                                    | Notes | $'000   | $'000
Current assets                                      |       |         |
Opening balance at 1 July                           |       | 5,713   | 5,713
Item reclassified from freehold investment property | 10.4  | 2,068   | 4,400
Item reclassified to freehold investment property   | 10.4  | (5,713) |
Disposals during the year                           |       | (961)   | (4,400)
Total assets held for sale                          |       | 1,107   | 5,713 |


| _id | d1b2e707e |
| title |  |
| text | ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See Note 3 of our Notes to Consolidated Financial Statements for a discussion of 2019 and 2018 acquisitions.
Results of Operations

Results of Operations
Revenues increased $9.0 million, or 61%, in 2019 compared to the prior year, with overall growth supported by the acquisition of Golden Ridge in November 2018, and MGI Grain in April 2019. Food product revenues increased 97% year over year, primarily due to the addition of new products for human consumption from Golden Ridge and MGI Grain. Animal feed product revenues increased 10%. Animal feed product growth was primarily due to increased buying from our existing SRB customer base.

Gross profit percentage decreased 23.8 percentage points to negative 3.6% in 2019 from 20.2% in the prior year. The decrease in gross profit was primarily attributable to operating losses at Golden Ridge due to an unfavorable contract to sell medium grain rice entered into by the seller of the mill and low levels of plant utilization in the latter half of the year while the mill was going through a planned upgrade cycle. With this project completed in early January 2020, we expect to see improved

in early January 2020, we expect to see improved productivity and a positive contribution margin from Golden Ridge in 2020.

Selling, general and administrative (SG&A) expenses were $13.7 million in 2019, compared to $11.2 million in 2018, an increase of $2.5 million, or 22.4%. Outside services increased $1.1 million in 2019, compared to the prior year, primarily as a result of higher outside accounting, legal and professional fees associated with the acquisition of Golden Ridge and MGI Grain. Salary, wages and benefit related expenses increased $1.1 million in 2019, compared to the prior year, driven substantially by equity

to the prior year, driven substantially by equity grants and outside labor costs. Bad debt expense increased $0.2 million and rent expense increased $0.1 million in 2019, compared to the prior year.

Other, net was $0.9 million for 2019 compared to $0.2 million in 2018. This increase was primarily related to the settlement of a net working capital dispute and other issues with the seller of Golden Ridge.

 |
| table | | Years Ended December 31 |          | Change
-------------------------------------------- | ----------------------- | -------- | -------
                                             | 2019                    | 2018     | %
                                             | (in thousands)          |          |
Revenues                                     | $23,713                 | $14,762  | 60.6
Cost of goods sold                           | 24,574                  | 11,780   | (108.6)
Gross profit (loss)                          | (861)                   | 2,982    |
Gross profit %                               | -3.6%                   | 20.2%    |
Selling, general and administrative expenses | 13,696                  | 11,194   | (22.4)
Loss from operations                         | (14,557)                | (8,212)  | (77.3)
Other income (expense):                      | (96)                    | (12)     |
Interest expense                             | 50                      | -        |
Other, net                                   | 868                     | 168      |
Total other (expense) income                 | 822                     | 156      |
Loss before income taxes                     | $(13,735)               | $(8,056) | |


| _id | d1b2eab2a |
| title |  |
| text | Item 10. Directors, Executive Officers and Corporate Governance.
Executive Officers and Directors
The following sets forth certain information with respect to our executive officers and directors..
Garo H. Armen, PhD, Executive Chairman, is one of our founders and joined us in September 2004. Garo H. Armen is Chairman and Chief Executive Officer of Agenus

Inc., a biotechnology company he co-founded in 1994. From mid-2002 through 2004, he also served as Chairman of the Board of the biopharmaceutical company Elan
Corporation, plc, which he successfully restructured. Prior to Agenus Inc., Dr. Armen established Armen Partners, a money management firm specializing in biotechnology and
pharmaceutical companies and was the architect of the widely publicized creation of the Immunex Lederle oncology business in 1993. Earlier, he was a senior vice president of

research at Dean Witter Reynolds, having begun his career on Wall Street as an analyst and investment banker at EF Hutton. In 2002, Dr. Armen founded the Children of
Armenia Fund, a nonprofit organization dedicated to significantly rebuilding and revitalizing impoverished rural Armenian towns to provide immediate and sustainable benefits
to children and youth. He received the Ellis Island Medal of Honor in 2004 for his humanitarian efforts, and received the Sabin Humanitarian Award from the Sabin Vaccine

Institute in 2006 for his achievements in biotechnology and progressing medical research. Dr. Armen was also the Ernst & Young 2002 New York City Biotechnology
Entrepreneur of the Year, and received a Wings of Hope Award in 2005 from The Melanoma Research Foundation for his ongoing commitment to the melanoma community. Dr.
Armen received a PhD in physical chemistry from the Graduate Center, City University of New York, after which he worked as a research fellow at Brookhaven National

Laboratories in Long Island, NY. Dr. Armen brings to our Board a deep historical and practical knowledge of the business of the Company and its technologies, as well as
years of expertise in the financial and biopharmaceutical arenas.

 |
| table | Name               | Age | Position (s)
------------------ | --- | --------------------------------------------
Garo H. Armen      | 67  | Executive Chairman of the Board of Directors
Alexander K. Arrow | 49  | Chief Financial Officer
Robert B. Stein    | 69  | Director
Khalil Barrage     | 55  | Director
Brian J. Corvese   | 62  | Director
Josh Silverman     | 49  | Director |


| _id | d1b390c64 |
| title |  |
| text | 13. Other investments
The Group holds a number of other listed and unlisted investments, mainly comprising managed funds, loan notes, deposits and government bonds.
Accounting policies

Accounting policies
Other investments comprising debt and equity instruments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including transaction costs.

Debt securities that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost using the effective interest method, less any impairment. Debt securities that do not meet the criteria for amortised cost are measured at fair value through profit and loss.

Equity securities are classified and measured at fair value through other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment. See note 1 “Basis of preparation” for previous measurement categories applicable to the comparative balances at 31 March 2018

Debt securities include loan notes of US$nil (2018: US$2.5 billion (€2.0 billion) issued by Verizon Communications Inc. as part of the Group’s disposal of its interest in Verizon Wireless all of which is recorded within non-current assets and €0.8 billion (2018: €0.9 billion) issued by VodafoneZiggo Holding B.V.

1  Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
2  Items are measured at amortised cost and the carrying amount approximates fair value.

 |
| table | | 2019 | 2018
----------------------------------- | ---- | -----
                                    | €m   | €m
Included within non-current assets: |      |
Equity securities1                  | 48   | 47
Debt securities2                    | 822  | 3,157
                                    | 870  | 3,204 |


| _id | d1b335116 |
| title |  |
| text | Equity Compensation Plan Information
The following table summarizes share and exercise price information for our equity compensation plans as of December 31, 2019.
(1) Includes 105,000 shares of our common stock issuable upon exercise of outstanding stock options and 340,000 shares issuable upon vesting of outstanding restricted stock units.

(2) Represents an individual option grant to our Chairman and Chief Executive Officer outside of, and prior to the establishment of, the 2013 Stock Incentive Plan in October 2013 referred to in the above table. The option agreement pertaining to such option grant contain customary anti-dilution provisions.
(3) Does not take into account outstanding restricted stock units as these awards have no exercise price.

Our 2013 Stock Incentive Plan (“2013 Plan”) provides for the grant of any or all of the following types of awards: (a) stock options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards including restricted stock units. Awards under the 2013 Plan may be granted singly, in combination, or in tandem. Subject to standard anti-dilution adjustments as provided in the 2013 Plan, the 2013 Plan provides for an aggregate of 2,600,000 shares of our common stock

aggregate of 2,600,000 shares of our common stock to be available for distribution pursuant to the 2013 Plan. The Compensation Committee (or the Board of Directors) will generally have the authority to administer the 2013 Plan, determine participants who will be granted awards under the 2013 Plan, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards. Awards under the 2013 Plan may be granted to our employees, directors and

may be granted to our employees, directors and consultants. As of December 31, 2019, there were options to purchase an aggregate of 605,000 shares of common stock outstanding and 340,000 shares issuable upon vesting of outstanding restricted stock units granted under the 2013 Plan, and a balance of 1,780,505 shares of common stock are reserved for issuance under the 2013 Plan.

 |
| table | | Number of securities to be issued upon exercise of outstanding options and rights | Weighted-average exercise price of outstanding options and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
---------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
                                                           | (a)                                                                               | (b)                                                               | (c)
Equity compensation plans approved by security holders     | 445,000(1)                                                                        | $2.34(3)                                                          | 1,780,505
Equity compensation plans not approved by security holders | 500,000(2)                                                                        | $1.19                                                             | —
Total                                                      | 945,000                                                                           | $1.39(3)                                                          | 1,780,505 |


| _id | d1b33959a |
| title |  |
| text | Cash used in investing activities
Detail of the cash used in investing activities is included below for each year (dollars in millions).

2019 vs. 2018. The $8.8 million higher spend on investing activities during 2019 compared to 2018 was primarily related to an increase in capitalized costs associated with various internally-developed software projects, such as mobile application development and transaction processing, an increase in hardware costs primarily associated with our growing infrastructure needs and an increase in leasehold improvements associated with security build outs of expanded office space.

2018 vs. 2017. We had net cash used in investing activities of $6.6 million during 2018 compared to $4.1 million during 2017. The higher spend in 2018 was primarily related to an increase in software expenditures, most of which were capitalized costs related to internally-developed software, which consisted primarily of merchant experience enhancements and mobile application development. This activity was partially offset by lower infrastructure expenditures in 2018 compared to 2017, as we did not have any

in 2018 compared to 2017, as we did not have any material changes to our leased premises during 2018.

 |
| table | |       | Year Ended December 31, |
--------------------------------------------- | ----- | ----------------------- | ----
                                              | 2019  | 2018                    | 2017
Software                                      | $12.7 | $5.4                    | $2.3
Computer hardware                             | 1.2   | 0.8                     | 0.8
Leasehold improvements                        | 0.9   | 0.2                     | 0.5
Furniture                                     | 0.6   | 0.2                     | 0.5
Purchases of property, equipment and software | $15.4 | $6.6                    | $4.1 |


| _id | d1b3935fe |
| title |  |
| text | NET DEBT
The term net debt does not have any standardized meaning under IFRS. Therefore, it is unlikely to be comparable to similar measures presented by other issuers.
We define net debt as debt due within one year plus long-term debt and 50% of preferred shares, less cash and cash equivalents, as shown in BCE’s consolidated statements of financial position. We include 50% of outstanding preferred shares in our net debt as it is consistent with the treatment by certain credit rating agencies.

We consider net debt to be an important indicator of the company’s financial leverage because it represents the amount of debt that is not covered by available cash and cash equivalents. We believe that certain investors and analysts use net debt to determine a company’s financial leverage.
Net debt has no directly comparable IFRS financial measure, but rather is calculated using several asset and liability categories from the statements of financial position, as shown in the following table.

 |
| table | | 2019   | 2018
----------------------------------- | ------ | ------
Debt due within one year            | 3,881  | 4,645
Long-term debt                      | 22,415 | 19,760
50% of outstanding preferred shares | 2,002  | 2,002
Cash and cash equivalents           | (145)  | (425)
Net debt                            | 28,153 | 25,982 |


| _id | d1b38404a |
| title |  |
| text | 6. Called up share capital
Accounting policies
Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of direct issuance costs.
Notes: 1 At 31 March 2019 there were 50,000 (2018: 50,000) 7% cumulative fixed rate shares of £1 each in issue

2 At 31 March 2019 the Group held 1,584,882,610 (2018: 2,139,038,029) treasury shares with a nominal value of €264 million (2018: €356 million). The market value of shares held was €2,566 million (2018: €4,738 million). During the year, 45,657,750 (2018: 53,026,317) treasury shares were reissued under Group share schemes. On 25 August 2017, 729,077,001 treasury shares were issued in settlement of tranche 1 of a maturing subordinated mandatory convertible bond issued on 19 February 2016. On 25 February

bond issued on 19 February 2016. On 25 February 2019, 799,067,749 treasury shares were issued in settlement of tranche 2 of the maturing subordinated mandatory convertible bond. On 5 March 2019 the Group announced the placing of subordinated mandatory convertible bonds totalling £1.72 billion with a 2 year maturity date in 2021 and £1.72 billion with a 3 year maturity date due in 2022. The bonds are convertible into a total of 2,547,204,739 ordinary shares with a conversion price of £1.3505 per share. For

with a conversion price of £1.3505 per share. For further details see note 20 “Borrowings and capital resources” in the consolidated financial statements.

3 Represents US share awards and option scheme awards.

 |
| table | |                | 2019  |                | 2018
----------------------------------------------------------------------------- | -------------- | ----- | -------------- | -----
                                                                              | Number         | €m    | Number         | €m
Ordinary shares of 2020⁄21 US cents each allotted, issued and fully paid:1, 2 |                |       |                |
1 April                                                                       | 28,814,803,308 | 4,796 | 28,814,142,848 | 4,796
Allotted during the year3                                                     | 454,870        | –     | 660,460        | –
31 March                                                                      | 28,815,258,178 | 4,796 | 28,814,803,308 | 4,796 |