| _id | d1b332c22 |
| title |  |
| text | 2019 vs 2018

Net revenue in Connected Home segment decreased for the year ended December 31, 2019 compared to the prior year. Net revenue from service provider customers fell $27.8 million compared with the prior year. In addition, the North American home WiFi market contracted in fiscal 2019 affecting net revenue from non-service provider customers. The lower revenue was primarily due to declined net revenue of our home wireless, mobile and broadband modem and gateway products. Within home wireless, we experienced

products. Within home wireless, we experienced declines in net revenue from AC router products, WiFi mesh systems and extenders, partially offset by net revenue generated from the introduction of WiFi 6 routers. On a geographic basis, we experience net revenue declines across all three regions.

Contribution income decreased for the year ended December 31, 2019 compared to the prior year, primarily due to lower net revenue and lower gross margin attainment. Contribution margin decreased for the year ended December 31, 2019 compare to the prior year primarily due to higher product acquisition costs resulting from the burden of Section 301 tariffs and inefficiencies associated with commencing manufacturing in new locations, increased channel promotion activities and foreign exchange headwinds due to

activities and foreign exchange headwinds due to the strengthening of the U.S. dollar.

2018 vs 2017

2018 vs 2017 Connected Home segment net revenue increased for the year ended December 31, 2018 compared to the prior year. The increase in Connected Home net revenue was primarily due to home wireless and broadband modem and modem gateway products, partially offset by decreased net revenue from mobile products. The growth in home wireless was experienced across both service provider and non-service provider channels, while the increase in broadband and gateway related solely to non-service provider

gateway related solely to non-service provider customers. In total, net revenue from service provider customers fell $33.5 million compared to the prior year period. Geographically, net revenue increased in Americas and EMEA, but decreased in APAC.

Contribution income increased for the year ended December 31, 2018 compared to the prior year, primarily due to higher net revenue and gross margin attainment, mainly due to favorable product mix and lower warranty expense, partially offset by higher operating expenses as a proportion of net revenue.

 |
| table | |          |          | Year Ended December 31,                |          |
------------------------- | -------- | -------- | -------------------------------------- | -------- | --------
                          | 2019     | % Change | 2018                                   | % Change | 2017
                          |          |          | (in thousands, except percentage data) |          |
Net revenue               | $711,391 | (7.7)%   | $771,060                               | 0.4%     | $768,261
Percentage of net revenue | 71.2%    |          | 72.8%                                  |          | 73.9%
Contribution income       | $67,775  | (29.7)%  | $96,340                                | 14.9%    | $83,870
Contribution margin       | 9.5%     |          | 12.5%                                  |          | 10.9% |


| _id | d1b323164 |
| title |  |
| text | 5. Software Development and Intellectual Property Licenses
The following table summarizes the components of our capitalized software development costs (amounts in millions):
As of both December 31, 2019 and December 31, 2018, capitalized intellectual property licenses were not material.

 |
| table | | At December 31, |
------------------------------------------------ | --------------- | ----
                                                 | 2019            | 2018
Internally-developed software costs              | $345            | $291
Payments made to third-party software developers | 31              | 38
Total software development costs                 | $376            | $329 |


| _id | d1b35d6b6 |
| title |  |
| text | N. NET INCOME PER COMMON SHARE
The following table sets forth the computation of basic and diluted net income per common share:

(1) Incremental shares from the assumed conversion of the convertible notes was calculated using the difference between the average Teradyne stock price for the period and the conversion price of $31.62, multiplied by 14.5 million shares. The result of this calculation, representing the total intrinsic value of the convertible debt, was divided by the average Teradyne stock price for the period.

(2) Convertible notes hedge warrant shares were calculated using the difference between the average Teradyne stock price for the period and the warrant price of $39.68, multiplied by 14.5 million shares. The result of this calculation, representing the total intrinsic value of the warrant, was divided by the average Teradyne stock price for the period.

The computation of diluted net income per common share for 2018 excludes the effect of the potential exercise of stock options to purchase approximately 0.1 million shares and restricted stock units to purchase approximately 0.5 million shares because the effect would have been anti-dilutive.

The computation of diluted net income per common share for 2017 excludes the effect of the potential exercise of stock options to purchase approximately 0.1 million shares because the effect would have been antidilutive.

 |
| table | | 2019     | 2018                                     | 2017
------------------------------------------------------------------- | -------- | ---------------------------------------- | --------
                                                                    |          | (in thousands, except per share amounts) |
Net income for basic and diluted net income per share               | $467,468 | $451,779                                 | $257,692
Weighted average common shares-basic                                | 170,425  | 187,672                                  | 198,069
Effect of dilutive potential common shares:                         |          |                                          |
Incremental shares from assumed conversion of convertible notes (1) | 4,909    | 2,749                                    | 1,298
Convertible note hedge warrant shares (2)                           | 2,698    | 485                                      | 112
Restricted stock units                                              | 1,236    | 1,385                                    | 1,800
Stock options                                                       | 178      | 278                                      | 335
Employee stock purchase rights                                      | 13       | 36                                       | 27
Dilutive potential common shares                                    | 9,034    | 4,933                                    | 3,572
Weighted average common shares-diluted                              | 179,459  | 192,605                                  | 201,641
Net income per common share-basic                                   | $2.74    | $2.41                                    | $1.30
Net income per common share-diluted                                 | $2.60    | $2.35                                    | $1.28 |


| _id | d1b346902 |
| title |  |
| text | Cash and Cash Equivalents
Cash and cash equivalents consist of cash, checking accounts, money market accounts and temporary investments with maturities of three months or less when purchased. As of December 31, 2019 and 2018, the Company had no cash equivalents.
Restricted Cash

In connection with certain transactions, the Company may be required to deposit assets, including cash or investment shares, in escrow accounts. The assets held in escrow are subject to various contingencies that may exist with respect to such transactions. Upon resolution of those contingencies or the expiration of the escrow period, some or all the escrow amounts may be used and the balance released to the Company. As of December 31, 2019 and 2018, the Company had $72,000 and $140,000, respectively,

Company had $72,000 and $140,000, respectively, deposited in escrow as restricted cash for the Shoom acquisition, of which any amounts not subject to claims shall be released to the pre-acquisition stockholders of Shoom pro-rata on the next anniversary dates of the closing date of the Shoom acquisition. As of December 31, 2019 and 2018, $72,000 and $70,000, respectively, was current and included in Prepaid Assets and Other Current Assets on the consolidated balance sheets. As of December 31, 2019 and 2018,

balance sheets. As of December 31, 2019 and 2018, $0 and $70,000 was non-current and included in Other Assets on the consolidated balance sheet.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the balance sheets that sum to the total of the same amounts show in the statement of cash flows.

 |
| table | | For the Years Ended December 31, |
----------------------------------------------------------------------- | -------------------------------- | ------
(in thousands)                                                          | 2019                             | 2018
Cash and cash equivalents                                               | $4,777                           | $1,008
Restricted cash                                                         | 72                               | 70
Restricted cash included in other assets, noncurrent                    | --                               | 70
Total cash, cash equivalents, and restricted cash in the balance sheet  | 4,849                            | $1,148 |


| _id | d1a731ff4 |
| title |  |
| text | 3) Customer Support:

Customer support revenues consist of revenues from our customer support and maintenance agreements. These agreements allow our customers to receive technical support, enhancements and upgrades to new versions of our software products when and if available. Customer support revenues are generated from support and maintenance relating to current year sales of software products and from the renewal of existing maintenance agreements for software licenses sold in prior periods. Therefore, changes in Customer

in prior periods. Therefore, changes in Customer support revenues do not always correlate directly to the changes in license revenues from period to period. The terms of support and maintenance agreements are typically twelve months, and are renewable, generally on an annual basis, at the option of the customer. Our management reviews our Customer support renewal rates on a quarterly basis and we use these rates as a method of monitoring our customer service performance. For the quarter ended June 30,

performance. For the quarter ended June 30, 2019, our Customer support renewal rate was approximately 91%, stable compared with the Customer support renewal rate during the quarter ended June 30, 2018.

Cost of Customer support revenues is comprised primarily of technical support personnel and related costs, as well as third party royalty costs.

Customer support revenues increased by $15.4 million or 1.3% during the year ended June 30, 2019 as compared to the prior fiscal year; up 3.1% after factoring the impact of $23.2 million of foreign exchange rate changes. Geographically, the overall change was attributable to an increase in Americas of $12.9 million, an increase in EMEA of $3.9 million, partially offset by a decrease in Asia Pacific of $1.5 million.

Cost of Customer support revenues decreased by $9.5 million during the year ended June 30, 2019 as compared to the prior fiscal year, due to a decrease in labour-related costs of approximately $9.9 million, partially offset by an increase in other miscellaneous costs of $0.4 million. Overall, the gross margin percentage on Customer support revenues increased to approximately 90% from approximately 89%.

For illustrative purposes only, had we accounted for revenues under proforma Topic 605, customer support revenues would have been $1,246.3 million for the year ended June 30, 2019, which would have been higher by approximately $13.8 million or 1.1% as compared to the prior fiscal year; and would have been up 3.0% after factoring the impact of $23.3 million of foreign exchange rate changes. Geographically, the overall change would have been attributable to an increase in Americas of $13.0 million and an

an increase in Americas of $13.0 million and an increase in EMEA of $2.7 million, partially offset by a decrease in Asia Pacific of $1.9 million.

 |
| table | |            |                            | Year Ended June 30, |                            |
------------------------------------------ | ---------- | -------------------------- | ------------------- | -------------------------- | --------
(In thousands)                             | 2019       | Change increase (decrease) | 2018                | Change increase (decrease) | 2017
Customer Support Revenues:                 |            |                            |                     |                            |
Americas                                   | $718,209   | $12,924                    | $705,285            | $122,870                   | $582,415
EMEA                                       | 427,712    | 3,939                      | 423,773             | 103,145                    | 320,628
Asia Pacific                               | 101,994    | (1,452)                    | 103,446             | 25,387                     | 78,059
Total Customer Support Revenues            | 1,247,915  | 15,411                     | 1,232,504           | 251,402                    | 981,102
Cost of Customer Support Revenues          | 124,343    | (9,546)                    | 133,889             | 11,324                     | 122,565
GAAP-based Customer Support Gross Profit   | $1,123,572 | $24,957                    | $1,098,615          | $240,078                   | $858,537
GAAP-based Customer Support Gross Margin % | 90.0%      |                            | 89.1%               |                            | 87.5%
% Customer Support Revenues by Geography:  |            |                            |                     |                            |
Americas                                   | 57.6%      |                            | 57.2%               |                            | 59.4%
EMEA                                       | 34.3%      |                            | 34.4%               |                            | 32.7%
Asia Pacific                               | 8.1%       |                            | 8.4%                |                            | 7.9% |


| _id | d1b3869bc |
| title |  |
| text | (C.5) Income Taxes
Judgments and Estimates

We are subject to changing tax laws in multiple jurisdictions within the countries in which we operate. Our ordinary business activities also include transactions where the ultimate tax outcome is uncertain due to different interpretations of tax laws, such as those involving revenue sharing and cost reimbursement arrangements between SAP Group entities. In addition, the amount of income taxes we pay is generally subject to ongoing audits by domestic and foreign tax authorities. In determining our

and foreign tax authorities. In determining our worldwide income tax provisions, judgment is involved in assessing whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments and whether to reflect the respective effect of uncertainty based on the most likely amount or the expected value. In applying these judgments, we consider the nature and the individual facts and circumstances of each uncertain tax treatment as well as the specifics of the

tax treatment as well as the specifics of the respective jurisdiction, including applicable tax laws and our interpretation thereof.

The assessment whether a deferred tax asset is impaired requires judgment, as we need to estimate future taxable profits to determine whether the utilization of the deferred tax asset is probable. In evaluating our ability to utilize our deferred tax assets, we consider all available positive and negative evidence, including the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable. Our judgment regarding future

are recoverable. Our judgment regarding future taxable income is based on assumptions about future market conditions and future profits of SAP.

Judgment is also required in evaluating whether interest or penalties related to income taxes meet the definition of income taxes, and, if not, whether it is of financial nature. In this judgment, we particularly consider applicable local tax laws and interpretations on IFRS by national standard setters in the area of group financial reporting.
Tax Expense by Geographic Location

 |
| table | € millions                  | 2019  | 2018  | 2017
--------------------------- | ----- | ----- | -----
Current tax expense         |       |       |
Germany                     | 625   | 733   | 935
Foreign                     | 1,153 | 1,019 | 716
Total current tax expense   | 1,778 | 1,752 | 1,651
Deferred tax expense/income |       |       |
Germany                     | –3    | 57    | –584
Foreign                     | –549  | –298  | –84
Total deferred tax income   | –552  | –241  | –668
Total income tax expense    | 1,226 | 1,511 | 983 |


| _id | d1b35e62e |
| title |  |
| text | 14. DEFINED BENEFIT PLANS (Continued)
The information for plans with an accumulated benefit obligation in excess of plan assets is as follows (in thousands):

 |
| table | | Fiscal year-end |
------------------------------ | --------------- | -------
                               | 2019            | 2018
Projected benefit obligation   | $60,437         | $51,499
Accumulated benefit obligation | 55,941          | 47,713
Fair value of plan assets      | 12,997          | 12,486 |


| _id | d1b38eba8 |
| title |  |
| text | NantHealth, Inc
Consolidated Statements of Comprehensive Loss
(Dollars in thousands)
The accompanying notes are an integral part of these Consolidated Financial Statements.

 |
| table | Year Ended December 31,                                             |           |
------------------------------------------------------------------- | --------- | ----------
                                                                    | 2019      | 2018
Net loss                                                            | $(62,762) | (192,152)
Other comprehensive income (loss) from foreign currency translation | 129       | (203)
Total other comprehensive income (loss)                             | 129       | (203)
Comprehensive loss                                                  | $(62,633) | $(192,355) |


| _id | d1b315f0a |
| title |  |
| text | ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (United States Dollars in thousands, except per share data and unless otherwise indicated)
Contractual Obligations
Our principal commitments consisted of obligations under our outstanding term loan and operating leases for office facilities. The following table summarizes our commitments to settle contractual obligations in cash as of December 31, 2019.

(1) The principal balance of the term loan is repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at maturity
(2) Variable interest payments on our term loan are calculated based on the interest rate as of December 31, 2019 and the scheduled maturity of the underlying term loan.

(3) Amounts presented reflect a quarterly commitment fee rate of 0.375% per annum, and assume that the entire $100 million revolving loan facility is unused (the conditions that existed as of period end) for the duration of the agreement, which matures on March 29, 2023.

(4) Our operating leases are for office space. Certain of these leases contain provisions for rent escalations and/or lease concessions. Rental payments, as well as any step rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the lease term. However, amounts included herein do not reflect this accounting treatment, as they represent the future contractual lease cash obligations.

The payments that we may be required to make under the TRA to the TRA Parties may be significant and are not reflected in the contractual obligations table set forth above. Refer to Part I, Item 1A "Risk Factors–Risks Related to Our Organizational Structure" and to Note 13 to the Notes to Consolidated Financial Statements in Item 8 for additional detail.

The payments that we may be required to make under the TRA to the TRA Parties may be significant and are not reflected in the contractual obligations table set forth above. Refer to Part I, Item 1A "Risk Factors–Risks Related to Our Organizational Structure" and to Note 13 to the Notes to Consolidated Financial Statements in Item 8 for additional detail.

 |
| table | | Total    | Less than 1 year | 1-3 years | 3-5 years | More than 5 years
--------------------------------- | -------- | ---------------- | --------- | --------- | -----------------
Term loan(1)                      | $393,000 | $4,000           | $8,000    | $8,000    | $373,000
Interest payments on term loan(2) | 100,382  | 19,575           | 38,550    | 37,750    | 4,507
Revolving loan facility fees(3)   | 1,310    | 375              | 750       | 185       | —
Operating leases(4)               | 15,398   | 4,491            | 8,596     | 2,311     | —
Total contractual obligations     | $510,090 | $28,441          | $55,896   | $48,246   | $377,507 |


| _id | d1b35eeda |
| title |  |
| text | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share data)
NOTE 8 — Costs Associated with Exit and Restructuring Activities
2016 Plan

In June 2016, we announced plans to restructure operations by phasing out production at our Elkhart, IN facility and transitioning it into a research and development center supporting our global operations ("June 2016 Plan"). Additional organizational changes were also implemented in various other locations. In 2017, we revised this plan to include an additional $1,100 in planned costs related to the relocation of our corporate headquarters in Lisle, IL and our plant in Bolingbrook, IL, both of which have

our plant in Bolingbrook, IL, both of which have now been consolidated into a single facility. Restructuring charges under this plan, which is substantially complete, were $4,284, $4,559, and $4,139 during the years ended December 31, 2019, 2018, and 2017, respectively. The total restructuring liability related to the June 2016 Plan was $233 and $668 at December 31, 2019 and 2018, respectively. Any additional costs related to line movements, equipment charges, and other costs will be expensed as incurred.

The following table displays the restructuring charges associated with the June 2016 Plan as well as a summary of the actual costs incurred through December 31, 2019:
(1) Other charges include the effects of currency translation, travel, legal and other charges.

 |
| table | June 2016 Plan                    | Planned Costs | Actual costs incurred through December 31, 2019
--------------------------------- | ------------- | -----------------------------------------------
Workforce reduction               | $3,075        | $3,340
Building and equipment relocation | 9,025         | 10,534
Asset impairment charge           | —             | 1,168
Other charges (1)                 | 1,300         | 988
Restructuring charges             | $13,400       | $16,030 |


| _id | d1b3a9868 |
| title |  |
| text | General and Administrative Expenses

General and administrative expenses increased $38 million, or 36%, in 2019 compared to 2018. The overall increase was primarily due to increased employee compensation-related costs of $15 million, driven by headcount growth, and a one-time termination-related charge of $3 million during 2019. The overall increase was also driven by costs associated with our acquisition of Smooch in 2019 including transaction costs of $3 million and a one-time share-based compensation charge of $3 million related to

compensation charge of $3 million related to accelerated stock options of Smooch. Further contributing to the overall increase was an increase in allocated shared costs of $3 million

General and administrative expenses increased $22 million, or 27%, in 2018 compared to 2017. The overall increase was primarily due to increased employee compensation-related costs of $15 million, driven by headcount growth, and increased allocated shared costs of $3 million.

 |
| table | |           | Year Ended December 31 |                                    |                       |
-------------------------- | --------- | ---------------------- | ---------------------------------- | --------------------- | ---------------------
                           | 2019      | 2018                   |                                    | 2018 to 2019 % change | 2017 to 2018 % change
                           |           |                        | (In thousands, except percentages) |                       |
General and Administrative | $ 141,076 | $ 103,491              | $ 81,680                           | 36%                   | 27% |


| _id | d1b2f0c14 |
| title |  |
| text | Outstanding Indebtedness
At December 31, 2019 and 2018, our total debt outstanding consisted of the amounts set forth in the following table.
(1) Amounts are net of unamortized discounts and debt issuance costs of $25 million and $24 million as of December 31, 2019 and 2018, respectively. See Note 14, “Debt and Credit Facilities,” of the Notes to Consolidated Financial Statements for further details.

 |
| table | | December 31, |
--------------------------------------------- | ------------ | ---------
(In millions)                                 | 2019         | 2018
Short-term borrowings                         | $ 98.9       | $ 232.8
Current portion of long-term debt             | 16.7         | 4.9
Total current debt                            | 115.6        | 237.7
Total long-term debt, less current portion(1) | 3,698.6      | 3,236.5
Total debt                                    | 3,814.2      | 3,474.2
Less: Cash and cash equivalents               | (262.4)      | (271.7)
Net debt                                      | $ 3,551.8    | $ 3,202.5 |


| _id | d1b2f3d88 |
| title |  |
| text | Property and Equipment
Property and equipment are as follows (in thousands):

(1) In the fourth quarter 2019, the Company announced its decision to exit the San Jose California facility (“SJ Facility”) by March 31, 2020. The Company accelerated the amortization of its SJ Facility leasehold improvements over the remaining estimated life which is estimated to be through March 31, 2020. As of December 31, 2019, the net book value of the SJ Facility leasehold improvements was $0.9 million and will be fully amortized by March 31, 2020.

 |
| table | December 31,                                       |         |
-------------------------------------------------- | ------- | -------
                                                   | 2019    | 2018
Computer equipment and purchased software          | $3,011  | $3,167
Machinery and equipment                            | 699     | 821
Furniture and fixtures                             | 1,115   | 1,113
Leasehold improvements (1)                         | 3,897   | 3,897
Total                                              | 8,722   | 8,998
Less accumulated depreciation and amortization (1) | (7,496) | (6,655)
Property and equipment, net                        | $1,226  | $2,343 |


| _id | d1b3983ba |
| title |  |
| text | Item 6. Selected Financial and Other Data

The following table sets forth selected historical consolidated financial data as of the dates and for the periods indicated. The selected consolidated statement of operations data for the years ended December 31, 2019, 2018 and 2017, and selected consolidated balance sheet data as of December 31, 2019 and 2018 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The selected consolidated statement of operations data for the years

statement of operations data for the years ended December 31, 2016 and 2015 and selected consolidated balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements, which are not included in this annual report on Form 10-K.

The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The audited consolidated financial statements, from which the historical financial information for the periods set forth below have been derived, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s

and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this annual report on Form 10-K.

(1) Loss for the year ended December 31, 2019 included $1,004 million in impairment charges associated with our Connect reporting unit, a non-cash expense of $170 for the settlement of certain pension plans and $80 million in restructuring charges. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Goodwill and Indefinite-Lived Intangible Asset”. See Note 11 “Pensions and Other Post-Retirement Benefits” for further discussion on the pension settlement charge.

(2) Loss for the year ended December 31, 2018 included $1,411 million in impairment charges associated with our Connect reporting unit and $139 million in restructuring charges. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Goodwill and Indefinite- Lived Intangible Assets”.
(3) Income for the year ended December 31, 2017 included $80 million in restructuring charges.

(4) Income for the year ended December 31, 2016 included $105 million in restructuring charges.
(5) Income for the year ended December 31, 2015 included $51 million in restructuring charges, a gain of $158 million recorded from the step acquisition of Nielsen Catalina Solutions and an $8 million charge associated with the change to the Venezuelan currency exchange rate mechanism.

(6) Depreciation and amortization expense included charges for the depreciation and amortization of tangible and intangible assets acquired in business combinations of $205 million, $220 million, $219 million, $210 million and $205 million for the years ended December 31, 2019, 2018, 2017, 2016 and 2015, respectively.

 |
| table | (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                             | Year Ended December 31, |         |         |         |
------------------------------------------------------------------- | ----------------------- | ------- | ------- | ------- | -------
                                                                    | 2019(1)                 | 2018(2) | 2017(3) | 2016(4) | 2015(5)
Statement of Operations Data:                                       |                         |         |         |         |
Revenues                                                            | $6,498                  | $6,515  | $6,572  | $6,309  | $6,172
Depreciation and amortization(6)                                    | 756                     | 675     | 640     | 603     | 574
Operating income/(loss)                                             | (93)                    | (475)   | 1,214   | 1,130   | 1,098
Interest expense                                                    | 397                     | 394     | 374     | 333     | 311
Income/(loss) from continuing operations                            | (403)                   | (700)   | 440     | 507     | 575
Income/(loss) from continuing operations per common share (basic)   | (1.17)                  | (2.00)  | 1.20    | 1.40    | 1.55
Income/(loss) from continuing operations per common share (diluted) | (1.17)                  | (2.00)  | 1.20    | 1.39    | 1.54
Cash dividends declared per common share                            | 1.11                    | 1.39    | 1.33    | 1.21    | 1.09
                                                                    | December 31,            |         |         |         |
(IN MILLIONS)                                                       | 2019                    | 2018    | 2017    | 2016    | 2015
Balance Sheet Data:                                                 |                         |         |         |         |
Total assets                                                        | $14,319                 | $15,179 | $16,866 | $15,730 | $15,303
Long-term debt including finance leases                             | 8,309                   | 8,387   | 8,441   | 7,926   | 7,338 |


| _id | d1b3579be |
| title |  |
| text | Deferred contract costs are classified as current or non-current within prepaid expenses and other, and other assets – net, respectively. The balances of deferred contract costs as of December 31, 2019 and 2018, included in the balance sheet were as follows:

For the years ended December 31, 2019 and 2018, the Partnership recognized expense of $3,757 and $2,740, respectively associated with the amortization of deferred contract costs, primarily within selling, general and administrative expenses in the statements of income.

Deferred contract costs are assessed for impairment on an annual basis. An impairment charge is recognized to the extent the carrying amount of a deferred cost exceeds the remaining amount of consideration expected to be received in exchange for the goods and services related to the cost, less the expected costs related directly to providing those goods and services that have not yet been recognized as expenses. There have been no impairment charges recognized for the year ended December 31, 2019 and 2018.

 |
| table | | 2019    | 2018
-------------------------- | ------- | -------
Assets                     |         |
Prepaid expenses and other | $ 3,481 | $ 2,921
Other assets - net         | 2,016   | 2,193
Total                      | $ 5,497 | $ 5,114 |


| _id | d1b395822 |
| title |  |
| text | 7. ACCRUED LIABILITIES
Other accrued expenses consisted of the following at December 31, 2019 and 2018 (in thousands):

Advances are amounts received from litigation counsel as advanced reimbursement of out-of-pocket expenses expected to be incurred by us. Board compensation of $0.4 million at December 31, 2019 and 2018 represents accrued and unpaid board and committee fees from prior periods. In the first quarter of 2020, current and prior board members agreed to waive unpaid cash fees in exchange for share-based compensation awards with an aggregate grant-date fair value of approximately $0.1 million (see Note 18).

 |
| table | | 2019   | 2018
---------------------- | ------ | ----
Advances               | 500    | -
Board compensation     | 413    | 413
Other accrued expenses | 168    | 150
                       | $1,081 | $563 |


| _id | d1b2e225e |
| title |  |
| text | Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Operating revenues. Operating revenues decreased by 2.0% from NT$151,253 million in 2018 to NT$148,202 million (US$4,955 million) in

2019, primarily due to decreased other operating revenues, decreased foundry wafer sale, and 2.5% depreciation of the NTD in 2019 from 2018. The decreased foundry wafer sale came from a decline of 2.9% in average selling price from 2018 to 2019, partially offset by a 1.1% increase in foundry wafer shipment from 7,108 thousand 8-inch equivalent wafers in 2018 to 7,189 thousand 8-inch equivalent wafers in 2019.

Operating costs. Operating costs decreased by 1.2% from NT$128,413 million in 2018 to NT$126,887 million (US$4,242 million) in 2019, primarily due to the decreased depreciation expense and other operating costs, which was partially offset by the increased direct material costs.

Gross profit and gross margin. Gross profit decreased from NT$22,840 million in 2018 to NT$21,315 million (US$713 million) in 2019. Our gross margin decreased from 15.1% in 2018 to 14.4% in 2019, primarily due to an annual decline of 2.9% in average selling price.

 |
| table | |        | Years Ended December 31, |
--------------------------------------------------- | ------ | ------------------------ | ------
                                                    | 2017   | 2018                     | 2019
                                                    | %      | %                        | %
Operating revenues                                  | 100.0  | 100.0                    | 100.0
Operating costs                                     | (81.9) | (84.9)                   | (85.6)
Gross profit                                        | 18.1   | 15.1                     | 14.4
Operating expenses                                  |        |                          |
Sales and marketing                                 | (2.8)  | (2.6)                    | (2.6)
General and administrative                          | (2.8)  | (3.2)                    | (3.6)
Research and development                            | (9.2)  | (8.6)                    | (8.0)
Expected credit losses                              | —      | (0.3)                    | (0.4)
Subtotal                                            | (14.8) | (14.7)                   | (14.6)
Net other operating income and expenses             | 1.1    | 3.4                      | 3.5
Operating income                                    | 4.4    | 3.8                      | 3.3
Non-operating income and expenses                   | 0.7    | (2.4)                    | (0.1)
Income from continuing operations before income tax | 5.1    | 1.4                      | 3.2
Income tax benefit (expense)                        | (0.6)  | 0.7                      | (0.1)
Net income                                          | 4.5    | 2.1                      | 3.1
Total other comprehensive income (loss), net of tax | (3.2)  | 0.6                      | 1.9
Total comprehensive income                          | 1.3    | 2.7                      | 5.0
Net income attributable to:                         |        |                          |
Stockholders of the parent                          | 6.5    | 5.1                      | 5.5
Non-controlling interests                           | (2.0)  | (3.0)                    | (2.4)
Total comprehensive income attributable to:         |        |                          |
Stockholders of the parent                          | 3.3    | 5.7                      | 7.4
Non-controlling interests                           | (2.0)  | (3.0)                    | (2.4) |


| _id | d1b36a6ae |
| title |  |
| text | (a) Revenue and Gross Margin by Segment

We conduct business globally and are managed on a geographic basis consisting of three segments: the Americas, EMEA, and APJC. Our management makes financial decisions and allocates resources based on the information it receives from our internal management system. Sales are attributed to a segment based on the ordering location of the customer. We do not allocate research and development, sales and marketing, or general and administrative expenses to our segments in this internal management system because

in this internal management system because management does not include the information in our measurement of the performance of the operating segments. In addition, we do not allocate amortization and impairment of acquisition-related intangible assets, sharebased compensation expense, significant litigation settlements and other contingencies, charges related to asset impairments and restructurings, and certain other charges to the gross margin for each segment because management does not include this

segment because management does not include this information in our measurement of the performance of the operating segments.

Summarized financial information by segment for fiscal 2019, 2018, and 2017, based on our internal management system and as utilized by our Chief Operating Decision Maker (CODM), is as follows (in millions):
Amounts may not sum and percentages may not recalculate due to rounding.
Revenue in the United States was $27.4 billion, $25.5 billion, and $25.0 billion for fiscal 2019, 2018, and 2017, respectively.

 |
| table | Years Ended                   | July 27, 2019 | July 28, 2018 | July 29, 2017
----------------------------- | ------------- | ------------- | -------------
Revenue:                      |               |               |
Americas  .                   | $30,927       | $29,070       | $28,351
EMEA  .                       | 13,100        | 12,425        | 12,004
APJC .                        | 7,877         | 7,834         | 7,650
Total                         | $51,904       | $49,330       | $48,005
Gross margin:                 |               |               |
Americas .                    | $20,338       | $18,792       | $18,284
EMEA  .                       | 8,457         | 7,945         | 7,855
APJC .                        | 4,683         | 4,726         | 4,741
Segment total .               | 33,479        | 31,463        | 30,880
Unallocated corporate items . | (813)         | (857)         | (656)
Total                         | $32,666       | $30,606       | $30,224 |


| _id | d1b30edb8 |
| title |  |
| text | By region of shipment, in the 2019 fourth quarter, Asia Pacific revenues grew sequentially by 10.6%, principally in Imaging, Analog and Microcontrollers, Americas was up by 10.5%, mainly driven by Digital and Power Discrete, and EMEA decreased by 2.0%.

On a year-over-year basis, revenues grew 9.9% in Asia Pacific, mainly due to Analog, Microcontrollers and Imaging. In Americas, revenues grew 5.4%, mainly driven by Digital and Power Discrete, while it decreased by 12.8% in EMEA, mainly due to lower sales in Automotive, Power Discrete and  analog.

 |
| table | |                   | Three Months Ended |                          | % Variation |
------------ | ----------------- | ------------------ | ------------------------ | ----------- | --------------
             | December 31, 2019 | September 29, 2019 | December 31, 2018        | Sequential  | Year-Over-Year
             |                   |                    | (Unaudited, in millions) |             |
EMEA         | $538              | $549               | $617                     | (2.0)%      | (12.8)%
Americas     | 360               | 326                | 342                      | 10.5        | 5.4
Asia Pacific | 1,856             | 1,678              | 1,689                    | 10.6        | 9.9
Total        | $2,754            | $2,553             | $2,648                   | 7.9%        | 4.0% |


| _id | d1b35f150 |
| title |  |
| text | Note 18 Other Post-Employment Benefits and Other Employee Benefit Plans

In addition to providing pension benefits, we maintain two Other Post-Employment Benefit Plans which provide a portion of healthcare, dental, vision and life insurance benefits for certain retired legacy employees. These plans are in the U.S. and Canada. Covered employees who retired on or after attaining age 55 and who had rendered at least 10 years of service were entitled to post-retirement healthcare, dental and life insurance benefits. These benefits are subject to deductibles, co-payment provisions

are subject to deductibles, co-payment provisions and other limitations. The information below relates to these two plans.

Contributions made by us, net of Medicare Part D subsidies received in the U.S., are reported below as benefits paid. We may change the benefits at any time. The status of these plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans, follows:

 |
| table | | December 31, |
---------------------------------------------------------------------- | ------------ | --------
(In millions)                                                          | 2019         | 2018
Change in benefit obligations:                                         |              |
Benefit obligation at beginning of period                              | $ 46.4       | $ 51.3
Service cost                                                           | —            | 0.1
Interest cost                                                          | 1.6          | 1.4
Actuarial (gain) loss                                                  | (1.2)        | (1.7)
Benefits paid, net                                                     | (3.3)        | (4.5)
Plan amendments                                                        | —            | (0.2)
Benefit obligation at end of period                                    | $ 43.5       | $ 46.4
Change in plan assets:                                                 |              |
Fair value of plan assets at beginning of period                       | $ —          | $ —
Employer contribution                                                  | 3.3          | 4.5
Benefits paid, net                                                     | (3.3)        | (4.5)
Fair value of plan assets at end of period                             | $ —          | $ —
Net amount recognized:                                                 |              |
Underfunded status                                                     | $ (43.5)     | $ (46.4)
Accumulated benefit obligation at end of year                          | $ 43.5       | $ 46.4
Net amount recognized in consolidated balance sheets consists of:      |              |
Current liability                                                      | $ (5.3)      | $ (5.3)
Non-current liability                                                  | (38.2)       | (41.1)
Net amount recognized                                                  | $ (43.5)     | $ (46.4)
Amounts recognized in accumulated other comprehensive loss consist of: |              |
Net actuarial (gain) loss                                              | $ (0.6)      | $ 0.4
Prior service credit                                                   | (2.6)        | (3.0)
Total                                                                  | $ (3.2)      | $ (2.6) |


| _id | d1b354f66 |
| title |  |
| text | DEVELOPMENT OF EMPLOYEE NUMBERS BY SEGMENTS
By headcount1 as of closing date of 30/9
1 Excluding METRO China.

 |
| table | | 2018    | 2019
----------------------------------- | ------- | ------
METRO                               | 92,603  | 89,574
METRO Germany                       | 13,711  | 13,606
METRO Western Europe (excl.Germany) | 27,207  | 27,227
METRO Russia                        | 13,960  | 12,357
METRO Eastern Europe (excl.Russia)  | 29,060  | 28,375
METRO Asia                          | 8,665   | 8,009
Others                              | 7,008   | 7,152
METROAG                             | 909     | 880
Total                               | 100,520 | 97,606 |


| _id | d1b35728e |
| title |  |
| text | 29. Related party transactions
The Group has a number of related parties including joint arrangements and associates, pension schemes and Directors and Executive Committee members (see note 12 “Investments in associates and joint arrangements”, note 24 “Post employment benefits” and note 22 “Directors and key management compensation”).
Transactions with joint arrangements and associates

Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements.
No related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these consolidated financial statements except as disclosed below.

Note: 1 Amounts arise primarily through VodafoneZiggo, Vodafone Idea, Vodafone Hutchison Australia and Cornerstone Telecommunications Infrastructure Limited. Interest is paid in line with market rates.
Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.

 |
| table | | 2019 | 2018  | 2017
------------------------------------------------------- | ---- | ----- | -----
                                                        | €m   | €m    | €m
Sales of goods and services to associates               | 27   | 19    | 37
Purchase of goods and services from associates          | 3    | 1     | 90
Sales of goods and services to joint arrangements       | 242  | 194   | 19
Purchase of goods and services from joint arrangements  | 192  | 199   | 183
Net interest income receivable from joint arrangements1 | 96   | 120   | 87
Trade balances owed:                                    |      |       |
by associates                                           | 1    | 4     | –
to associates                                           | 3    | 2     | 1
by joint arrangements                                   | 193  | 107   | 158
to joint arrangements                                   | 25   | 28    | 15
Other balances owed by joint arrangements1              | 997  | 1,328 | 1,209
Other balances owed to joint arrangements1              | 169  | 150   | 127 |


| _id | d1b387d08 |
| title |  |
| text | Comparison of Years Ended December 31, 2019 to December 31, 2018

The following tables in this section set forth our selected consolidated statements of operations (in thousands), data for the percentage change and data as a percentage of revenue for the years ended December 31, 2019 and 2018. Certain previously reported amounts in the consolidated statements of operations for the year ended December 31, 2018 have been reclassified to conform to our current presentation to reflect interest income as a separate line item, which was previously included in other income,

which was previously included in other income, net.

Revenue

The $81.9 million increase in total revenue in 2019 as compared to 2018 was the result of a $46.3 million, or 16%, increase in our SaaS and license revenue and a $35.6 million, or 27%, increase in our hardware and other revenue. Our software license revenue included within SaaS and license revenue increased $2.1 million to $43.4 million in 2019 as compared to $41.3 million during 2018. The increase in our Alarm.com segment SaaS and license revenue in 2019 was primarily due to growth in our subscriber base,

primarily due to growth in our subscriber base, including the revenue impact from subscribers we added in 2018. To a lesser extent, SaaS and license revenue increased in the period due to an increase in license fees. The increase in hardware and other revenue in 2019 compared to 2018 was due to an increase in the volume of video cameras sold. Our Other segment contributed 15% of the increase in SaaS and license revenue in 2019 as compared to 2018. The increase in SaaS and license revenue for our Other

in SaaS and license revenue for our Other segment in 2019 as compared to 2018 was due to an increase in sales of our energy management and demand response solutions and our property management and HVAC solutions. Hardware and other revenue in our Other segment decreased 13% in 2019 as compared to 2018, primarily due to the timing of sales related to our remote access management solution.

 |
| table | |          | Year Ended December 31, |
-------------------------- | -------- | ----------------------- | -------------
Revenue:                   |          |                         | % Change
                           | 2019     | 2018                    | 2019 vs. 2018
SaaS and license revenue   | $337,375 | $291,072                | 16%
Hardware and other revenue | 164,988  | 129,422                 | 27%
Total revenue              | $502,363 | $420,494                | 19% |


| _id | d1b3682d2 |
| title |  |
| text | Item 6. Selected Financial Data

We have derived the consolidated statement of operations data for the years ended December 31, 2019, 2018 and 2017 and the selected consolidated balance sheet data as of December 31, 2019 and 2018 from our audited consolidated financial statements that are included in this Form 10-K. The following selected consolidated statement of operations data for the years ended December 31, 2016 and 2015 and the selected consolidated balance sheet data as of December 31, 2017, 2016 and 2015 are derived from our

31, 2017, 2016 and 2015 are derived from our audited consolidated financial statements that are not included in this report

Our historical operating results are not necessarily indicative of future operating results, these selected consolidated financial data should be read in conjunction with the consolidated financial statements and accompanying notes in Part II, Item 8, and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 included in this report

The amounts as of and for the years ended December 31, 2019 and 2018 have been prepared based on our adoption of Accounting Standards Codification (‘‘ASC’’) No. 606, Contracts with Customers. We elected to adopt this accounting standard on a modified retrospective basis which resulted in the impact of adoption being recorded as of January 1, 2018. The amounts in all other years, other than 2019 and 2018, in the tables below have been prepared on the previously outstanding guidance on revenue recognition.

outstanding guidance on revenue recognition. We have disclosed the ASC 606 adoption impact on our revenue recognition in Note 2 of the audited consolidated financial statements included in Part II, Item 8 of this report

The amounts as of and for the years ended December 31, 2019 and 2018 have been prepared based on our adoption of Accounting Standards Codification (‘‘ASC’’) No. 606, Contracts with Customers. We elected to adopt this accounting standard on a modified retrospective basis which resulted in the impact of adoption being recorded as of January 1, 2018. The amounts in all other years, other than 2019 and 2018, in the tables below have been prepared on the previously outstanding guidance on revenue recognition.

outstanding guidance on revenue recognition. We have disclosed the ASC 606 adoption impact on our revenue recognition in Note 2 of the audited consolidated financial statements included in Part II, Item 8 of this report

 |
| table | |           | Years Ended December 31, |           |           |
----------------------------------------------- | --------- | ------------------------ | --------- | --------- | ---------
(in thousands, except per share amounts)        | 2019      | 2018                     | 2017      | 2016      | 2015
Consolidated Statement of Operations Data       |           |                          |           |           |
Revenue                                         | $212,628  | $232,223                 | $235,429  | $227,297  | $196,285
Cost of revenue                                 | $48,881   | $51,896                  | $53,318   | $54,413   | $48,402
Gross profit                                    | $163,747  | $180,327                 | $182,111  | $172,884  | $147,883
Loss from operations                            | $(17,094) | $(27,679)                | $(10,372) | $(20,570) | $(40,309)
Net loss                                        | $(17,819) | $(27,617)                | $(10,751) | $(22,391) | $(41,897)
Net loss per share: basic and diluted           | $(0.23)   | $(0.38)                  | $(0.15)   | $(0.34)   | $(0.67)
Weighted-average shares used in computing net   |           |                          |           |           |
loss per share: basic and diluted               | 76,080    | 72,882                   | 70,053    | 65,701    | 62,428
Consolidated Balance Sheet Data:                |           |                          |           |           |
Cash,cash equivalents and marketable securities | $129,922  | $128,375                 | $131,134  | $114,347  | $98,117
Working capital                                 | $123,358  | $117,572                 | $111,076  | $95,285   | $89,550
Total assets                                    | $274,053  | $235,876                 | $224,858  | $216,733  | $189,892
Deferred revenue(current and non-current)       | $101,164  | $97,966                  | $94,637   | $91,617   | $72,008
Total stockholders’ equity                      | $108,787  | $103,883                 | $98,386   | $82,752   | $78,205 |


| _id | d1b30755e |
| title |  |
| text | ITEM 6. SELECTED FINANCIAL DATA

The selected consolidated statements of operations data for the years ended December 31, 2019, 2018 and 2017 and the selected consolidated balance sheet data as of December 31, 2019 and 2018 are derived from our audited consolidated financial statements included elsewhere in this Annual Report. The selected consolidated statements of operations data for the years ended December 31, 2016 and 2015 and the selected consolidated balance sheet data as of December 31, 2017, 2016 and 2015 are derived from our

31, 2017, 2016 and 2015 are derived from our audited consolidated financial statements not included in this Annual Report. Our historical results are not necessarily indicative of the results to be expected in the future. The selected financial data should be read together with Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and in conjunction with our consolidated financial statements, related notes, and other financial information included elsewhere in this

financial information included elsewhere in this Annual Report. The following tables set forth our selected consolidated financial and other data for the years ended and as of December 31, 2019, 2018, 2017, 2016 and 2015 (in thousands, except share and per share data).

Information about prior period acquisitions that may affect the comparability of the selected financial information presented below is included in Item 1. Business. Information about the $28.0 million expense recorded in general and administrative expense in 2018, which relates to the agreement reached to settle the legal matter alleging violations of the Telephone Consumer Protection Act, or TCPA, and may affect the comparability of the selected financial information presented below, is disclosed in Item

information presented below, is disclosed in Item 3. “Legal Proceedings.” Information about the $1.7 million of interest recorded within interest income and the $6.9 million of gain recorded within other income, net, in 2019, which relates to promissory note proceeds received from one of our hardware suppliers and proceeds from an acquired promissory note, and may affect the comparability of the selected financial information presented below, is disclosed in Item 7. "Management’s Discussion and Analysis of

Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

Certain previously reported amounts in the consolidated statements of operations for the years ended December 31, 2018, 2017, 2016 and 2015 have been reclassified to conform to our current presentation to reflect interest income as a separate line item, which was previously included in other income, net.

 |
| table | |          |          | As of December 31, |          |
----------------------------- | -------- | -------- | ------------------ | -------- | --------
                              | 2019     | 2018     | 2017               | 2016     | 2015
Balance sheet and other data: |          |          |                    |          |
Cash and cash equivalents     | $119,629 | $146,061 | $96,329            | $140,634 | $128,358
Working capital               | 167,879  | 152,793  | 119,433            | 150,485  | 131,971
Total assets                  | 557,799  | 440,985  | 371,641            | 261,245  | 226,095
Total long-term obligations   | 115,143  | 88,126   | 94,311             | 30,297   | 26,885
Total stockholders' equity    | 355,651  | 277,589  | 232,827            | 191,249  | 170,131 |


| _id | d1b3170d0 |
| title |  |
| text | We continue to experience challenging trends in both the high-end smartphone market and in the broadband market. However, with leading mobile and fixed networks, improving customer experience, three strong brands and further enhancements to BT Plus, with 5G coming imminently, we are well placed for the future.

Adjusteda revenue growth of 3% for the year was driven by the continued increase in handset costs for customers, growth in the SIMonly base across all brands and the impact of price increases, partially offset by solus voice price reductions.
Adjusteda EBITDA grew 7% for the year as the revenue growth was partially offset by increased trading costs.

Capital expenditure growth of 8% was driven by increased network spend as preparations were made for the EE 5G launch in 2019. Normalised free cash flowb was £1,323m, down 5% on last year as the increase in EBITDA was offset by the settlement at the start of the year of the Phones4U dispute relating to the retail trading agreement, and increased capital expenditure.

Mobile churnc was stable at 1.2% for the year, whilst fixed churnc was up from 1.3% to 1.4% reflecting the impact of price increases in the year.
a Adjusted measures exclude specific items, as explained in the Additional Information on page 185. b Free cash flow after net interest paid, before pension deficit payments (including the cash tax benefit of pension deficit payments) and specific items.

 |
| table | Consumer                    |                |                                    |        |
--------------------------- | -------------- | ---------------------------------- | ------ | --
Adjusteda revenue £10,695m  |                | Adjusteda operating profit £1,510m |        |
                            | 2019 (IFRS 15) | 2018 (IAS 18)                      | Change |
Year to 31 March            | £m             | £m                                 | £m     | %
Adjusteda revenue           | 10,695         | 10,360                             | 335    | 3
Adjusteda operating costs   | 8,161          | 7,984                              | 177    | 2
Adjusteda EBITDA            | 2,534          | 2,376                              | 158    | 7
Depreciation & amortisation | 1,024          | 992                                | 32     | 3
Adjusted a operating profit | 1,510          | 1,384                              | 126    | 9
Capital expenditure         | 994            | 919                                | 75     | 8
Normalised free cash flowb  | 1,323          | 1,389                              | (66)   | (5 |


| _id | d1b301a6e |
| title |  |
| text | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except for share and per share data)
NOTE 10 — Contingencies

Certain processes in the manufacture of our current and past products create by-products classified as hazardous waste. We have been notified by the U.S. Environmental Protection Agency, state environmental agencies, and in some cases, groups of potentially responsible parties, that we may be potentially liable for environmental contamination at several sites currently and formerly owned or operated by us. Two of those sites, Asheville, North Carolina and Mountain View, California, are designated National

View, California, are designated National Priorities List sites under the U.S. Environmental Protection Agency’s Superfund program. We accrue a liability for probable remediation activities, claims and proceedings against us with respect to environmental matters if the amount can be reasonably estimated, and provide disclosures including the nature of a loss whenever it is probable or reasonably possible that a potentially material loss may have occurred but cannot be estimated. We record contingent loss

cannot be estimated. We record contingent loss accruals on an undiscounted basis.

A roll-forward of remediation reserves included in accrued expenses and other liabilities in the Consolidated Balance Sheets is comprised of the following:
(1) Other activity includes currency translation adjustments not recorded through remediation expense
Unrelated to the environmental claims described above, certain other legal claims are pending against us with respect to matters arising out of the ordinary conduct of our business.

We provide product warranties when we sell our products and accrue for estimated liabilities at the time of sale. Warranty estimates are forecasts based on the best available information and historical claims experience. We accrue for specific warranty claims if we believe that the facts of a specific claim make it probable that a liability in excess of our historical experience has been incurred, and provide disclosures for specific claims whenever it is reasonably possible that a material loss may be

reasonably possible that a material loss may be incurred which cannot be estimated. We have an outstanding warranty claim for which we have not yet determined the root cause of a product performance issue. Testing is ongoing. We are not able to quantify the potential impact on our operations, if any, because we have not yet determined the root cause.

We cannot provide assurance that the ultimate disposition of environmental, legal, and product warranty claims will not materially exceed the amount of our accrued losses and adversely impact our consolidated financial position, results of operations, or cash flows. Our accrued liabilities and disclosures will be adjusted accordingly if additional information becomes available in the future.

 |
| table | |         | Years Ended December 31, |
------------------------------ | ------- | ------------------------ | -------
                               | 2019    | 2018                     | 2017
Balance at beginning of period | $11,274 | $17,067                  | $18,176
Remediation expense            | 2,602   | 1,182                    | 307
Remediation payments           | (2,455) | (6,967)                  | (1,416)
Other activity (1)             | 23      | (8)                      | —
Balance at end of the period   | $11,444 | $11,274                  | $17,067 |


| _id | d1b2e63f4 |
| title |  |
| text | Interest and Other

Interest income decreased by $1.9 million from 2018 to 2019 due primarily to lower cash and marketable securities balances in 2019. Interest expense decreased by $8.2 million from 2018 to 2019 due primarily to unrealized losses on equity marketable securities recognized in 2018. Other (income) expense, net increased by $28.1 million from 2018 to 2019 due primarily to a $15.0 million charge for the impairment of the investment in RealWear and an $11.5 million change in pension actuarial (gains) losses from

change in pension actuarial (gains) losses from a $3.3 million gain in 2018 to an $8.2 million loss in 2019.

 |
| table | | 2019    | 2018          | 2018-2019 Change
--------------------------- | ------- | ------------- | ----------------
                            |         | (in millions) |
Interest income             | $(24.8) | $(26.7)       | $1.9
Interest expense            | 23.1    | 31.3          | (8.2)
Other (income) expense, net | 29.5    | 1.4           | 28.1 |


| _id | d1b3472e4 |
| title |  |
| text | Non-current provisions
Non-current provisions consisted of the following:
The non-current provision for employee benefits includes long service leave as described above.

The dilapidation provision relates to certain lease arrangements for office space entered into by the Group. These lease arrangements require the Group to restore each premises to its original condition upon lease termination. Accordingly, the Group records a provision for the present value of the estimated future costs to retire long-lived assets at the expiration of these leases.

 |
| table | | As of June 30,        |
---------------------- | --------------------- | ------
                       | 2019                  | 2018
                       | (U.S. $ in thousands) |
Employee benefits      | $3,323                | $2,094
Dilapidation provision | 2,759                 | 2,269
                       | $6,082                | $4,363 |


| _id | d1b2f81f8 |
| title |  |
| text | Contractual Obligations
The following table summarizes contractual obligations and commitments, as of April 27, 2019:
(1) Assumes the outstanding borrowings under the revolving credit facility will be repaid upon maturity of the credit agreement in September 2023.
(2) Amounts represent estimated contractual interest payments on outstanding debt. Interest rates in effect as of April 27, 2019 are used for floating-rate debt.

We enter into agreements with suppliers to assist us in meeting our customers' production needs. These agreements vary as to duration and quantity commitments. Historically, most have been short-term agreements, which do not provide for minimum purchases, or are requirements-based contracts.

 |
| table | |        |                  | Payments Due By Period |           |
------------------------------ | ------ | ---------------- | ---------------------- | --------- | -----------------
(Dollars in Millions)          | Total  | Less than 1 year | 1-3 years              | 3-5 years | More than 5 years
Capital Leases                 | $1.7   | $0.6             | $0.9                   | $0.2      | $—
Operating Leases               | 34.2   | 7.8              | 10.5                   | 7.5       | 8.4
Debt (1)                       | 295.5  | 15.7             | 28.8                   | 247.7     | 3.3
Estimated Interest on Debt (2) | 46.8   | 11.7             | 20.7                   | 14.2      | 0.2
Deferred Compensation          | 8.5    | 1.2              | 3.2                    | 1.6       | 2.5
Total                          | $386.7 | $37.0            | $64.1                  | $271.2    | $14.4 |


| _id | d1b314a74 |
| title |  |
| text | 13. Net Loss Per Share

Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period, excluding stock options and restricted stock units. Diluted net loss per share is based upon the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of stock options and restricted stock units under the treasury stock method. The following table sets forth the computation of the numerators and

sets forth the computation of the numerators and denominators used in the basic and diluted net loss per share amounts:

(1) The effect of dilutive securities of 3.1 million, 4.5 million, and 4.6 million shares for the fiscal years ended January 31, 2019, 2018, and 2017, respectively, have been excluded from the calculation of diluted net loss per share as those shares would have been anti-dilutive due to the net loss incurred during those fiscal years.

The computation of diluted net loss per share does not include shares that are anti-dilutive under the treasury stock method because their exercise prices are higher than the average market value of Autodesk’s stock during the fiscal year. The effect of 0.5 million, 0.5 million, and 0.1 million potentially anti-dilutive shares were excluded from the computation of net loss per share for the fiscal years ended January 31, 2019, 2018, and 2017, respectively.

 |
| table | |         | Fiscal Year Ended January 31, |
---------------------------------------------------------------- | ------- | ----------------------------- | --------
                                                                 | 2019    | 2018                          | 2017
Numerator:                                                       |         |                               |
Net loss                                                         | $(80.8) | $(566.9)                      | $(582.1)
Denominator:                                                     |         |                               |
Denominator for basic net loss per share—weighted average shares | 218.9   | 219.5                         | 222.7
Effect of dilutive securities (1)                                | —       | —                             | —
Denominator for dilutive net loss per share                      | 218.9   | 219.5                         | 222.7
Basic net loss per share                                         | $(0.37) | $(2.58)                       | $(2.61)
Diluted net loss per share                                       | $(0.37) | $(2.58)                       | $(2.61) |


| _id | d1b370946 |
| title |  |
| text | Discontinued Operations
On October 27, 2017, we entered into a purchase agreement to sell the Compute business. In consideration for the transfer and sale of the Compute business, we received an equity interest in the buyer valued at approximately $36.5 million, representing the carrying value of the assets divested and representing less than 20.0% of the buyer's total outstanding equity. The operations of the Compute business were accounted for as discontinued operations through the date of divestiture.

We also entered into a transition services agreement (the "Compute TSA"), pursuant to which we agreed to perform certain primarily general and administrative functions on the buyer's behalf during a migration period and for which we are reimbursed for costs incurred.

During the fiscal year 2019, we received $0.1 million of reimbursements under the Compute TSA, which was recorded as a reduction of our general and administrative expenses. During the fiscal year 2018, we received $3.6 million of reimbursements under the Compute TSA, which was recorded as a reduction of our general and administrative expenses.

In August of fiscal year 2015, we sold our Automotive business, as the Automotive business was not consistent with our long-term strategic vision from both a growth and profitability perspective.

Additionally, we entered into a Consulting Agreement with the buyer pursuant to which we were to provide the buyer with certain non-design advisory services for a period of two years following the closing of the transaction for up to $15.0 million, from which we have recorded $7.5 million as other income during both fiscal years 2017 and 2016. No income was recognized during fiscal years 2019 or 2018. During fiscal year 2017, we received $18.0 million, the full amount of the indemnification escrow.

The accompanying Consolidated Statements of Operations includes the following operating results related to these discontinued operations (in thousands):
(1) Amounts are associated with the Compute business. (2) Amounts are associated with the Automotive business.

 |
| table | | Fiscal Years |
------------------------------------------ | ------------ | --------
                                           | 2018         | 2017
Revenue (1)                                | $—           | $660
Cost of revenue (1)                        | (596)        | 2,252
Gross profit (loss)                        | 596          | (1,592)
Operating expenses:                        |              |
Research and development (1)               | 5,251        | 29,167
Selling, general and administrative (1)    | 1,560        | 13,840
Total operating expenses                   | 6,811        | 43,007
Loss from discontinued operations (1)      | (6,215)      | (44,599)
Other income (2)                           | —            | 7,500
Gain on sale (2)                           | —            | 18,022
Loss income before income taxes            | (6,215)      | (19,077)
Income tax provision (benefit)             | —            | —
Loss income from discontinued operations   | (6,215)      | (19,077)
Cash flow used in Operating Activities (1) | (10,734)     | (42,776)
Cash flow from Investing Activities (2)    | —            | 25,522 |


| _id | d1b36367e |
| title |  |
| text | The following table summarizes the activity related to stock options during the year ended December 31, 2019
As of December 31, 2019, the Company had $1,641 of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of 2.5 years.
(Dollars in thousands, except per share amounts)

 |
| table | | Number of Shares | Weighted-Average Exercise Price | Weighted Average Remaining Contractual Life (in years) | Aggregated Intrinsic Value (in thousands)
--------------------------------------------- | ---------------- | ------------------------------- | ------------------------------------------------------ | -----------------------------------------
Stock options outstanding - December 31, 2018 | -                | - -                             |                                                        |
Granted                                       | 5,835,724        | $0.56                           |                                                        |
Forfeited or expired                          | (20,000)         | $0.55                           |                                                        |
Stock options outstanding - December 31, 2019 | 5,815,724        | $0.56                           | 9.6 years                                              | $2,725
Stock options exercisable - December 31, 2019 | 137,500          | $0.55                           | 9.6 years                                              | $66 |


| _id | d1b34300e |
| title |  |
| text | Income Tax Provision Reconciliation
The difference between the income tax benefit (provision) and income taxes computed using the U.S. federal income tax rate was as follows for the years ended September 30, 2019, 2018, and 2017 (amounts shown in thousands):

 |
| table | | 2019   | 2018     | 2017
------------------------------------------------------------- | ------ | -------- | --------
Amount computed using statutory rate                          | $841   | $2,122   | $(1,078)
Net change in valuation allowance for net deferred tax assets | (459)  | (367)    | 10,058
AMT and other                                                 | —      | (191)    | 20
Foreign rate differential                                     | 664    | 22       | (169)
Non-deductible items                                          | (151)  | (276)    | (370)
State income tax                                              | (370)  | 50       | (34)
Impact of tax reform on deferred taxes                        | —      | (4,901)  | —
Research and development credits                              | 1,694  | 475      | 2,494
Foreign income tax                                            | (494)  | —        | —
Stock compensation, net                                       | 1,539  | —        | —
Income tax benefit (provision)                                | $3,264 | $(3,066) | $10,921 |


| _id | d1a721b22 |
| title |  |
| text | Note 3 – Revenue
The following table disaggregates our revenue by major source for the year ended December 31, 2019:
(1) Subscriber Solutions & Experience was formerly reported as Customer Devices. With the increasing focus on enhancing the customer experience for both our business and consumer broadband customers and the addition of SmartRG during the fourth quarter of 2018, Subscriber Solutions & Experience more accurately represents this revenue category.

 |
| table | (In thousands)                        | Network Solutions | Services & Support | Total
------------------------------------- | ----------------- | ------------------ | --------
Access & Aggregation                  | $289,980          | $58,894            | $348,874
Subscriber Solutions & Experience (1) | 144,651           | 8,269              | 152,920
Traditional & Other Products          | 20,595            | 7,672              | 28,267
Total                                 | $455,226          | $74,835            | $530,061 |


| _id | d1b2f7fd2 |
| title |  |
| text | Capital management
The Group considers capital to be net debt plus total equity. Net debt is calculated as total bank debt and lease financing, less unamortised debt fees and cash and cash equivalents as shown in note 32. Total equity is as shown in the Consolidated balance sheet.
The calculation of total capital is shown in the table below:
Following the application of IFRS 16, total capital for the year ended 31 March 2018 has been restated (note 2).

The objectives for managing capital are to safeguard the Group’s ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an efficient capital structure to optimise the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or take other steps to increase share capital and reduce or increase debt

share capital and reduce or increase debt facilities.

As at 31 March 2019, the Group had borrowings of £313.0m (2018: £343.0m) through its Syndicated revolving credit facility (2018: Syndicated Term Loan). Interest is payable on this facility at a rate of LIBOR plus a margin of between 1.2% and 2.1% depending on the consolidated leverage ratio of Auto Trader Group plc and its subsidiaries, which is calculated and reviewed on a biannual basis. The Group remains in compliance with its banking covenants.

 |
| table | | 2019  | (Restated) 2018
-------------- | ----- | ---------------
               | £m    | £m
Total net debt | 321.0 | 355.2
Total equity   | 59.0  | 5.6
Total capital  | 380.0 | 360.8 |


| _id | d1b396074 |
| title |  |
| text | The Group’s measure of segment profit, adjusted EBITDA, excludes depreciation, amortisation, impairment loss, restructuring costs, loss on disposal of fixed assets, the Group’s share of results in associates and joint ventures and other income and expense. A reconciliation of adjusted EBITDA to operating profit is shown below. For a reconciliation of operating profit to profit for the financial year, see the Consolidated income statement on page 111.

Note: 1 Share of adjusted results in equity accounted associates and joint ventures excludes amortisation of acquired customer bases and brand intangible assets, restructuring costs and other costs of €0.6 billion (2018: €0.4 billion, 2017: €0.1 billion) which are included in amortisation of acquired customer base and brand intangible assets, restructuring costs and other income and expense respectively
2 See note 31 “IAS 18 basis primary statements” for further details.

 |
| table | | 2019 €m | 2018 €m | 2017 €m
---------------------------------------------------------------------------- | ------- | ------- | --------
Adjusted EBITDA                                                              | 14,139  | 14,737  | 14,149
Depreciation, amortisation and loss on disposal of fixed assets              | (9,665) | (9,910) | (10,179)
Share of adjusted results in equity accounted associates and joint ventures1 | (291)   | 389     | 164
Adjusted operating profit                                                    | 4,183   | 5,216   | 4,134
Impairment losses                                                            | (3,119) | –       | –
Restructuring costs                                                          | (486)   | (156)   | (415)
Amortisation of acquired customer based and brand intangible assets          | (583)   | (974)   | (1,046)
Other (expense)/income                                                       | (262)   | 213     | 1,052
Operating (loss)/profit (IAS 18 basis)                                       | (267)   | 4,299   | 3,725
Impact of adoption of IFRS 152                                               | (684)   |         |
Operating loss (IFRS 15 basis)                                               | (951)   |         | |


| _id | d1b350a7e |
| title |  |
| text | Revenue
In 2019, we saw another strong year of revenue growth at 8%, climbing to £355.1m (2018: £330.1m), predominantly through Trade revenue, and more specifically Retailer revenue, as our core business continued to grow.

Trade revenue – comprising Retailers, Home Traders and other revenue – increased by 8% to £304.6m (2018: £281.2m). Retailer revenue grew 9% to £293.0m (2018: £268.7m), driven by the launch of new products, our annual pricing event and further penetration of higher yielding advertising packages. Average Revenue Per Retailer (‘ARPR’) improved by £149 to £1,844 per month (2018: £1,695). Average retailer forecourts were stable, with a marginal increase in the year to 13,240 (2018: 13,213). Trade revenue –

year to 13,240 (2018: 13,213). Trade revenue – comprising Retailers, Home Traders and other revenue – increased by 8% to £304.6m (2018: £281.2m). Retailer revenue grew 9% to £293.0m (2018: £268.7m), driven by the launch of new products, our annual pricing event and further penetration of higher yielding advertising packages. Average Revenue Per Retailer (‘ARPR’) improved by £149 to £1,844 per month (2018: £1,695). Average retailer forecourts were stable, with a marginal increase in the year to 13,240

with a marginal increase in the year to 13,240 (2018: 13,213).

ARPR growth of £149 per month was broken down as follows into our three levers: price, stock and product.
——Price: Our price lever contributed £50 (2018: £43) and 34% (2018: 29%) of total ARPR growth. We executed our annual event for the vast majority of customers on 1 April 2018 which included a like-for-like price increase.

——Stock: A small contraction in stock had a negative effect on ARPR growth of £22 (2018: positive effect of £20) and was -15% (2018: +13%) of total ARPR growth. A reduction in the number of new cars registered, lower volumes of preregistration and some consumer uncertainty led to a lack of used car supply in the market during the first half of the year. Retailer stock has seen some level of recovery through the second half of the year although the market is still challenging.

——Product: Our product lever contributed £121 (2018: £86) and 81% (2018: 58%) of total ARPR growth. Our annual event allowed us to introduce two new products, stock exports and profile pages, into all package levels and we also monetised our Dealer Finance product following a trial period. Since 1 April 2018, over 5,000 retailers have opted to pay for the opportunity to advertise their finance offers against their cars, representing 70% of all eligible retailers. In addition, the penetration of our higher

In addition, the penetration of our higher yielding Advanced and Premium advertising packages has continued to grow as retailers recognise the value of receiving greater prominence within our search listings. At the end of March, 19% of retailer cars advertised were on one of these levels (March 2018: 12%). There was also a small contribution from our Managing products, which despite re-platforming and continued development in the year, still saw growth to 3,200 customers (2018: 3,000).

Revenue £355.1m +8% (2018: £330.1m)
Operating profit £243.7m +10% (2018 restated: £221.3m)
Cash generated from operations £258.5m +13% (2018 restated: £228.4m)
Cash returned to shareholders £151.1m (2018: £148.4m)

 |
| table | | 2019  | 2018  |
----------------------- | ----- | ----- | ------
Revenue                 | £m    | £m    | Change
Retailer                | 293.0 | 268.7 | 9%
Home trader             | 10.2  | 11.4  | (11%)
Other                   | 1.4   | 1.1   | 27%
Trade                   | 304.6 | 281.2 | 8%
Consumer Services       | 28.0  | 29.8  | (6%)
Manufacturer and Agency | 22.5  | 19.1  | 18%
Total                   | 355.1 | 330.1 | 8% |


| _id | d1b3992ba |
| title |  |
| text | GasLog Ltd. and its Subsidiaries
Notes to the consolidated financial statements (Continued)
For the years ended December 31, 2017, 2018 and 2019
(All amounts expressed in thousands of U.S. Dollars, except share and per share data)

Vessels under construction represent scheduled advance payments to the shipyards as well as certain capitalized expenditures. As of December 31, 2019, the Group has paid to the shipyard $197,637 for the vessels that are under construction and expects to pay the remaining installments as they come due upon each vessel’s keel laying, launching and delivery (Note 23(a)).
The vessels under construction costs as of December 31, 2018 and 2019 are comprised of:

 |
| table | | As of  December 31, |
------------------------------------------------------------------ | ------------------- | -------
                                                                   | 2018                | 2019
Progress shipyard installments                                     | 152,075             | 197,637
Onsite supervision costs                                           | 5,766               | 3,879
Critical spare parts, equipment and other vessel delivery expenses | 1,434               | 1,807
Total                                                              | 159,275             | 203,323 |


| _id | d1b2f89dc |
| title |  |
| text | The Corporation is also exposed to credit risk in relation to its trade accounts receivable. To mitigate such risk, the Corporation continuously monitors the financial condition of its customers and reviews the credit history or worthiness of each new large customer. The Corporation establishes an allowance for lifetime expected credit losses related to doubtful accounts. The doubtful accounts allowance is calculated on a specific-identification basis for larger customer accounts receivable and on a

for larger customer accounts receivable and on a statistically derived basis for the remainder.

Factors such as the current economic conditions, forward-looking macroeconomic data and historical information (number of overdue days of the customer’s balance outstanding as well as the customer’s collection history) are examined. The Corporation believes that its allowance for doubtful accounts is sufficient to cover the related credit risk.

The Corporation has credit policies in place and has established various credit controls, including credit checks, deposits on accounts and advance billing, and has also established procedures to suspend the availability of services when customers have fully utilized approved credit limits or have violated existing payment terms. Since the Corporation has a large and diversified clientele dispersed throughout its market areas in Canada and the United States, there is no significant concentration of credit

there is no significant concentration of credit risk.

The following table provides further details on trade and other receivables, net of allowance for doubtful accounts:

 |
| table | At August 31,                      | 2019    | 2018
---------------------------------- | ------- | -------
(In thousands of Canadian dollars) | $       | $
Trade accounts receivable          | 74,021  | 95,541
Allowance for doubtful accounts    | (6,759) | (6,497)
                                   | 67,262  | 89,044
Other accounts receivable          | 8,390   | 8,250
                                   | 75,652  | 97,294 |


| _id | d1b3c278c |
| title |  |
| text | The following table shows the fair value of the DB pension plan assets for each category.
Equity securities included approximately $15 million of BCE common shares, or 0.06% of total plan assets, at December 31, 2019 and approximately $8 million of BCE common shares, or 0.03% of total plan assets, at December 31, 2018.

Debt securities included approximately $53 million of Bell Canada debentures, or 0.21% of total plan assets, at December 31, 2019 and approximately $68 million of Bell Canada debentures, or 0.30% of total plan assets, at December 31, 2018.
Alternative investments included an investment in MLSE of $135 million, or 0.53% of total plan assets, at December 31, 2019 and $135 million, or 0.59% of total plan assets, at December 31, 2018.

The Bell Canada pension plan has an investment arrangement which hedges part of its exposure to potential increases in longevity, which covers approximately $4 billion of post-employment benefit obligations.
The fair value of the arrangement is included within other alternative investments. As a hedging arrangement of the pension plan, the transaction requires no cash contributions from BCE.

 |
| table | FOR THE YEAR ENDED DECEMBER 31 | 2019   | 2018
------------------------------ | ------ | ------
Observable markets data        |        |
Equity securities              |        |
Canadian                       | 1,017  | 844
Foreign                        | 4,534  | 3,770
Debt securities                |        |
Canadian                       | 13,216 | 12,457
Foreign                        | 2,385  | 2,004
Money market                   | 219    | 327
Non-observable markets inputs  |        |
Alternative investments        |        |
Private equities               | 2,119  | 1,804
Hedge funds                    | 1,001  | 1,014
Real estate                    | 948    | 758
Other                          | 91     | 93
Total                          | 25,530 | 23,071 |


| _id | d1a732f9e |
| title |  |
| text | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth, as of August 31, 2019, certain information related to our compensation plans under which Accenture plc Class A ordinary shares may be issued
(1) Consists of 68,253 restricted share units

(1) Consists of 68,253 restricted share units
(2) Consists of 19,464,437 restricted share units, with performance-based awards assuming maximum performance, and 3,751 stock options
(3) Does not reflect restricted stock units because these awards have no exercise price.

The remaining information called for by Item 12 will be included in the section captioned “Beneficial Ownership” included in the definitive proxy statement relating to the 2020 Annual General Meeting of Shareholders of Accenture plc to be held on January 30, 2020 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of our 2019 fiscal year covered by this Form 10-K.

 |
| table | Plan Category                                          | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (3) | Number of shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column)
------------------------------------------------------ | --------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved by shareholders     |                                                                                |                                                                                |
2001 Share Incentive Plan                              | 68,253                                                                                | ---                                                                             | ---
Amended and Restated 2010 Share Incentive Plan         | 19,468,186                                                                              | 48.105                                                                          | 16,684,906
Amended and Restated 2010 Employee Share Purchase Plan | ---                                                                                | N/A                                                                             | 30,454,275
Equity compensation plans not approved by shareholders | ---                                                                                | N/A                                                                             | ---
Total                                                  | 19,536,441                                                                              |                                                                                | 47,139,181 |